MDNA Life Sciences, Inc. Sample Contracts

MDNA Life Sciences Inc. (a Delaware corporation) Shares of Common Stock Warrants to Purchase Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • April 3rd, 2023 • MDNA Life Sciences, Inc. • In vitro & in vivo diagnostic substances • New York
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COMMON STOCK PURCHASE WARRANT MDNA LIFE SCIENCES, INC.
MDNA Life Sciences, Inc. • April 11th, 2022 • Services-commercial physical & biological research • New York

This Warrant is being issued pursuant to that certain Securities Purchase Agreement dated as of September 30, 2021 between the Holder and the Company (the “Securities Purchase Agreement”). In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Securities Purchase Agreement.

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COMMON STOCK PURCHASE WARRANT MDNA LIFE SCIENCES, INC.
Common Stock Purchase • January 30th, 2023 • MDNA Life Sciences, Inc. • In vitro & in vivo diagnostic substances • New York

This Warrant is being issued pursuant to that certain Securities Purchase Agreement dated as of December __, 2022 between the Holder and the Company (the “Securities Purchase Agreement”). In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Securities Purchase Agreement.

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WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • April 3rd, 2023 • MDNA Life Sciences, Inc. • In vitro & in vivo diagnostic substances • New York

WARRANT AGENCY AGREEMENT, dated as of [___], 2023 (“Agreement”) between MDNA Life Sciences Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).

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MDNA Life Sciences Inc. (a Delaware corporation) Shares of Common Stock Warrants to Purchase Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • April 12th, 2023 • MDNA Life Sciences, Inc. • In vitro & in vivo diagnostic substances • New York
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12% CONVERTIBLE PROMISSORY NOTE DUE JUNE 1, 2023
MDNA Life Sciences, Inc. • January 30th, 2023 • In vitro & in vivo diagnostic substances • New York

THIS 12% CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 12% Convertible Promissory Notes of MDNA Life Sciences, Inc., a Delaware corporation (the “Company”), having its principal place of business at 2054 Vista Parkway, Suite 400, West Palm Beach, FL 33411, designated as its 12% Convertible Promissory Notes due June 1, 2023 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).

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EXHIBIT A SECURITIES PURCHASE AGREEMENT and escrow agreement MDNA Life Sciences, Inc. SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 5th, 2022 • MDNA Life Sciences, Inc. • In vitro & in vivo diagnostic substances • Delaware

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of the ___ day of _________________, 2018 by and among MDNA Life Sciences, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature page hereto (each a “Purchaser” and together the “Purchasers”).

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DATED 21 March 2019
Lease • August 5th, 2022 • MDNA Life Sciences, Inc. • In vitro & in vivo diagnostic substances • England and Wales

MDNA LIFE SCIENCES (UK) LIMITED (company number 05386828) whose registered office is at 83 Kingfisher House, Kingsway, Team Valley, Gateshead, Tyne & Wear NE11 OJQ

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 30th, 2023 • MDNA Life Sciences, Inc. • In vitro & in vivo diagnostic substances • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December __, 2022, between MDNA Life Sciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • April 11th, 2022 • MDNA Life Sciences, Inc. • Services-commercial physical & biological research • Florida

THIS AGREEMENT ("Agreement") is made this 8th day of January, 2016 by and between MDNA Life Sciences, Inc., a Delaware corporation (the "Company") and Christopher C. Mitton, an individual residing at 118 Cocoplum Circle Royal Palm Beach FL 33411 (Executive).

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FIRST AMENDMENT TO DECEMBER 22, 2017 LICENSE AGREEMENT
License Agreement • August 5th, 2022 • MDNA Life Sciences, Inc. • In vitro & in vivo diagnostic substances

THIS First Amendment to the December 22, 2017 License Agreement ("First Amendment"), effective as of the date last written below (the "Effective Date"), is made by and between MDNA Life Sciences Inc. ("MDNA") and Laboratory Corporation of America Holdings ("LabCorp"). MDNA and LabCorp may be referred to herein each as a "Party" or collectively as "Parties."

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Executive Employment Agreement
Executive Employment Agreement • January 30th, 2023 • MDNA Life Sciences, Inc. • In vitro & in vivo diagnostic substances • Delaware

THIS AGREEMENT (“Agreement”) is made this 1st day of December, 2022 by and between MDNA Life Sciences, Inc., a Delaware corporation (the “Company”) and Jonathan Mills, an individual residing at 25 Hobart, Whitley Bay, Tyne & Wear, NE26 3TA, UK (Executive).

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Dated 2020
Lease • April 11th, 2022 • MDNA Life Sciences, Inc. • Services-commercial physical & biological research
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SECOND AMENDMENT TO DECEMBER 22, 2017 LICENSE AGREEMENT
License Agreement • May 31st, 2022 • MDNA Life Sciences, Inc. • In vitro & in vivo diagnostic substances

THIS Second Amendment to the December 22, 2017 License Agreement ("Second Amendment"), effective as of the date of execution by both parties (the "Effective Date"), is made by and between MDNA Life Sciences Inc. ("MDNA") and ("__"). __ and MDNA may be referred to herein each as a "Party" or collectively as "Parties."

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SECOND AMENDMENT TO DECEMBER 22, 2017 LICENSE AGREEMENT
License Agreement • August 5th, 2022 • MDNA Life Sciences, Inc. • In vitro & in vivo diagnostic substances

THIS Second Amendment to the December 22, 2017 License Agreement ("Second Amendment"), effective as of the date of execution by both parties (the "Effective Date"), is made by and between MDNA Life Sciences Inc. ("MDNA") and Laboratory Corporation of America Holdings ("LabCorp"). LabCorp and MDNA may be referred to herein each as a "Party" or collectively as "Parties."

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LICENSE AGREEMENT
License Agreement • May 31st, 2022 • MDNA Life Sciences, Inc. • In vitro & in vivo diagnostic substances • Delaware

This License Agreement ("Agreement") is entered into by and between MDNA Life Sciences Inc., a Delaware corporation ("MDNA"), and _____, a Delaware corporation ("__"), as of the 22nd day of December, 2017 (the "Effective Date").

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LICENSE AGREEMENT
License Agreement • August 5th, 2022 • MDNA Life Sciences, Inc. • In vitro & in vivo diagnostic substances • Delaware

This License Agreement ("Agreement") is entered into by and between MDNA Life Sciences Inc., a Delaware corporation ("MDNA"), and Laboratory Corporation of America Holdings, a Delaware corporation ("LabCorp"), as of the 22nd day of December, 2017 (the "Effective Date").

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MDNA LIFE SCIENCES, INC. West Palm Beach, FL 33411
Letter Agreement • May 2nd, 2023 • MDNA Life Sciences, Inc. • In vitro & in vivo diagnostic substances

You are being sent this letter (the “Letter Agreement”) as you (the “Holder”), as of December 31, 2022 are owed $358,133 of deferred compensation (the “Debt”) by MDNA Life Sciences Inc. (the “Company”).

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FIRST AMENDMENT TO DECEMBER 22, 2017 LICENSE AGREEMENT
License Agreement • May 31st, 2022 • MDNA Life Sciences, Inc. • In vitro & in vivo diagnostic substances

THIS First Amendment to the December 22, 2017 License Agreement ("First Amendment"), effective as of the date last written below (the "Effective Date"), is made by and between MDNA Life Sciences Inc. ("MDNA") and _____ ("_____"). MDNA and _____ may be referred to herein each as a "Party" or collectively as "Parties."

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Executive Employment Agreement BETWEEN: MDNA Life Sciences Inc. a corporation duly incorporated under the laws of the State of Delaware, (“MDNA”) - and – Robert Poulter, of Gorham, Ontario, Canada (the "Executive")
Employment Agreement • April 11th, 2022 • MDNA Life Sciences, Inc. • Services-commercial physical & biological research • Ontario
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