ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • August 10th, 2021 • NowRx, Inc. • Retail-drug stores and proprietary stores • Delaware
THIS ESCROW AGREEMENT, dated as of (“Escrow Agreement”), is by and between SI Securities, LLC (“SI Securities”), NowRx, Inc., a Delaware corporation, (“Issuer”), and The Bryn Mawr Trust Company of Delaware (“BMTC DE”), a Delaware entity, as Escrow Agent hereunder (“Escrow Agent”). Capitalized terms used herein, but not otherwise defined, shall have the meaning set forth in that certain Issuer Agreement by and between Issuer and SI Securities executed prior hereto (the “Issuer Agreement”).
SI Securities, LLCAgreement • September 13th, 2019 • NowRx, Inc. • Retail-drug stores and proprietary stores • New York
INVESTOR PROXY AGREEMENTInvestor Proxy Agreement • March 28th, 2018 • NowRx, Inc. • Retail-drug stores and proprietary stores
This Investor Proxy Agreement (this “Investor Proxy Agreement”) among SI Securities, LLC, a New York limited liability company (“SeedInvest”); and those persons (the “Purchasers”) now or hereafter signing the counterpart signature page to this Investor Proxy Agreement attached hereto which shall take effect on the date set forth on such below (the “Effective Date”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 27th, 2021 • NowRx, Inc. • Retail-drug stores and proprietary stores • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
SERIES A CONVERSION AGREEMENTSeries a Conversion Agreement • August 14th, 2019 • NowRx, Inc. • Retail-drug stores and proprietary stores
This Series A Conversion Agreement (this “Agreement”) is dated as of the Agreement Date and is between the Company, the Purchasers and the Key Holders.
SECOND AMENDMENT TO REVENUE LOAN AND SECURITY AGREEMENTRevenue Loan and Security Agreement • September 28th, 2022 • NowRx, Inc. • Retail-drug stores and proprietary stores
This second amendment (this “Amendment”) to that certain Revenue Loan and Security Agreement dated April 29, 2020 (as amended, the “Agreement”), as amended by that certain Amendment to Revenue Loan and Security Agreement dated May 5, 2021 (the “First Amendment”), by and among NowRx, Inc., a Delaware corporation (the “Company”), Cary Breese (the “Key Person”), and Decathlon Alpha IV, L.P., a Delaware limited partnership (“Lender”), is effective May 11, 2022 (the “Second Amendment Date”). Capitalized terms used but not defined herein have the meanings given to them in the Agreement.
SERIES B CONVERSION AGREEMENTSeries B Conversion Agreement • November 26th, 2019 • NowRx, Inc. • Retail-drug stores and proprietary stores • Delaware
This Series B Conversion Agreement (this “Agreement”) is dated as of the Agreement Date and is between the Company and the Purchasers.
FIRST AMENDMENT TO REVENUE LOAN AND SECURITY AGREEMENTRevenue Loan and Security Agreement • September 28th, 2022 • NowRx, Inc. • Retail-drug stores and proprietary stores
This first amendment (this “Amendment”) to that certain Revenue Loan and Security Agreement dated April 29, 2020 (the “Agreement”), by and among NowRx, Inc., a Delaware corporation (the “Company”), Cary Breese (the “Key Person”), and Decathlon Alpha IV, L.P., a Delaware limited partnership (“Lender”), is effective May 5, 2021 (the “First Amendment Date”). Capitalized terms used but not defined herein have the meanings given to them in the Agreement.
SERIES C CONVERSION AGREEMENTSeries C Conversion Agreement • August 10th, 2021 • NowRx, Inc. • Retail-drug stores and proprietary stores • Delaware
This Series C Conversion Agreement (this “Agreement”) is dated as of the Agreement Date and is between the Company and the Purchasers.
SUBSCRIPTION AGREEMENTSubscription Agreement • March 14th, 2018 • NowRx, Inc. • Retail-drug stores and proprietary stores • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
REVENUE LOAN AND SECURITY AGREEMENTRevenue Loan and Security Agreement • September 25th, 2020 • NowRx, Inc. • Retail-drug stores and proprietary stores
THIS REVENUE LOAN AND SECURITY AGREEMENT (as amended from time to time, this “Agreement”) is made as of April 29, 2020 (the “Effective Date”), by and among:
