Mainz Biomed N.V. Sample Contracts
MAINZ BIOMED N.V. Ordinary Shares (par value €0.01 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • December 30th, 2022 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
Mainz Biomed N.V., a Dutch public limited liability company (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
Securities PURCHASE AGREEMENTSecurities Purchase Agreement • November 15th, 2023 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 13, 2023, between Mainz Biomed N.V., a public company under Dutch law (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 14th, 2025 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of April [-], 2025, between Mainz Biomed N.V., a public company with limited liability (naamloze vennootschap) under Dutch law (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
CLASS B ORDINARY SHARE PURCHASE WARRANT MAINZ BIOMED N.V.Warrant Agreement • December 9th, 2024 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
THIS CLASS B ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ], 2024 (the “Initial Exercise Date”) and on or prior to the earlier of (i) [ ], 2025 or (ii) 30 days following the public disclosure of positive results from the eAArly Detect 2 study (either date being the “Termination Date”) but not thereafter, to subscribe for and purchase from Mainz Biomed N.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Ordinary Shares. The purchase price of one share of Ordinary Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENCY AGREEMENT November 13, 2023Placement Agency Agreement • November 15th, 2023 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
Introduction. Subject to the terms and conditions herein (this “Agreement”), Mainz Biomed N.V., a public company under Dutch law (the “Company”), hereby agrees to sell up to an aggregate of $5,000,000.40 of securities of the Company, including, but not limited to, ordinary shares (the “Shares” or “Securities”) of the Company, €0.01 par value per Share (the “Ordinary Shares”) and warrants (the “Warrants”) to purchase Ordinary Shares (the “Warrant Shares” and, together with the Shares and the Warrants, the “Securities”) directly to various investors (each, an “Investor” and, collectively, the “Investors”) through Titan Partners Group LLC, a division of American Capital Partners, LLC (together with its affiliates, “Titan Partners” or the “Placement Agent”) as placement agent. The documents executed and delivered by the Company and the Investors in connection with the Offering (as defined below), including, without limitation, securities purchase agreements (the “Purchase Agreements”), sha
Mainz Biomed N.V. UNDERWRITING AGREEMENTUnderwriting Agreement • January 28th, 2022 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
This underwriting agreement (this “Agreement”) constitutes the agreement between Mainz Biomed N.V., a Dutch public company with limited liability (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereafter defined) as being subsidiaries or affiliates of the Company, the “Company”) on the one hand, and Boustead Securities, LLC (the “Underwriter”), on the other hand, pursuant to which the Underwriter shall serve as the underwriter for the Company in connection with the proposed offering (the “Offering”) by the Company of their Securities (as defined below) on a “Firm Commitment” basis.
Mainz Biomed N.V. UNDERWRITING AGREEMENTUnderwriting Agreement • January 21st, 2022 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
This underwriting agreement (this “Agreement”) constitutes the agreement between Mainz Biomed N.V., a Dutch public company with limited liability (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereafter defined) as being subsidiaries or affiliates of the Company, the “Company”) on the one hand, and Boustead Securities, LLC (the “Underwriter”), on the other hand, pursuant to which the Underwriter shall serve as the underwriter for the Company in connection with the proposed offering (the “Offering”) by the Company of their Securities (as defined below) on a “Firm Commitment” basis.
CLASS A ORDINARY SHARE PURCHASE WARRANT MAINZ BIOMED N.V.Class a Ordinary Share Purchase Warrant • May 14th, 2025 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
THIS CLASS A ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ], 2025 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ], 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Mainz Biomed N.V., a public company with limited liability (naamloze vennootschap) under Dutch law (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Ordinary Shares. The purchase price of one share of Ordinary Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Mainz Biomed B.V. UNDERWRITING AGREEMENTUnderwriting Agreement • November 12th, 2021 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
This underwriting agreement (this “Agreement”) constitutes the agreement between Mainz Biomed B.V., a Dutch company limited by shares (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereafter defined) as being subsidiaries or affiliates of the Company, the “Company”) on the one hand, and Boustead Securities, LLC (the “Underwriter”), on the other hand, pursuant to which the Underwriter shall serve as the underwriter for the Company in connection with the proposed offering (the “Offering”) by the Company of their Securities (as defined below) on a “Firm Commitment” basis.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 30th, 2025 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of [-], 2025, between Mainz Biomed N.V., a public company with limited liability (naamloze vennootschap) under Dutch law (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
DATED 29 JULY 2021 CONTRIBUTION AGREEMENTContribution Agreement • October 12th, 2021 • Mainz Biomed B.V. • Pharmaceutical preparations
CONFIDENTIAL May [-], 2025Placement Agent Agreement • May 14th, 2025 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
This agreement (the “Agreement”) constitutes the agreement between Mainz Biomed N.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law (the “Company”), and Maxim Group LLC (“Maxim” or the “Lead Manager”), that Maxim shall serve as the exclusive lead placement agent for the Company, on a “reasonable best efforts” basis (a “Placement”), in connection with the proposed offerings of securities (the “Securities”) of the Company. The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the Lead Manager and, if a direct placement, the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein grants Maxim the power or authority to bind the Company or any Purchaser or creates an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Plac
EMPLOYMENT AGREEMENTEmployment Agreement • May 3rd, 2022 • Mainz Biomed N.V. • Pharmaceutical preparations • California
This Employment Agreement (the “Agreement”) is made and entered into as of April 29, 2022 (effective May 1, 2022), by and between William J. Caragol (the “Employee”) and Mainz Biomed N.V. (the “Company”).
Silent Partnership Agreement Between the Company PharmGenomics GmbH, Robert- Koch-Str. 50, 55129 Mainz, Germany - hereinafter also referred to as the “Participant” - and the - hereinafter also referred to as the “Participation Provider” - OverviewSilent Partnership Agreement • October 12th, 2021 • Mainz Biomed B.V. • Pharmaceutical preparations
Lock-Up AgreementLock-Up Agreement • May 14th, 2025 • Mainz Biomed N.V. • Pharmaceutical preparations
CLASS B ORDINARY SHARE PURCHASE WARRANT MAINZ BIOMED N.V.Class B Ordinary Share Purchase Warrant • May 14th, 2025 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
THIS CLASS B ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ], 2025 (the “Initial Exercise Date”) and on or prior to the earlier of (i) [ ], 2026 or (ii) 30 days following the public disclosure of positive results from the eAArly Detect 2 study (either date being the “Termination Date”) but not thereafter, to subscribe for and purchase from Mainz Biomed N.V., a public company with limited liability (naamloze vennootschap) under Dutch law (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Ordinary Shares. The purchase price of one share of Ordinary Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Intellectual Property Asset Purchase AgreementIntellectual Property Asset Purchase Agreement • February 21st, 2023 • Mainz Biomed N.V. • Pharmaceutical preparations
BETWEEN: MAINZ BIOMED N.V., a corporate body incorporated in Amsterdam, with its principal place of business located at Sirius Gutenberg Park Robert-Koch-Straße 50, 55129, Mainz, Germany;
SETTLEMENT AGREEMENT AND GENERAL AND MUTUAL RELEASESettlement Agreement • February 17th, 2026 • Mainz Biomed N.V. • Pharmaceutical preparations • Delaware
This Settlement Agreement and General and Mutual Release (the “Agreement”) is on this 11th day of February 2026 by and between Mainz Biomed N.V. (the “Company”) and ___________, the ____________ of the Company (“[Officer/Director]”), collectively known herein as the “Parties.”
AMENDMENT AGREEMENTPre-Paid Advance Agreement • December 9th, 2024 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
This Amendment Agreement, dated as of December ___, 2024 (this “Amendment”), is entered into between Mainz Biomed N.V., a Dutch public company with limited liability (“Company”), and YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”).
AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 26th, 2021 • Mainz Biomed B.V. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENT (this “Amendment”), dated as of October ___, 2021, by and among MAINZ BIOMED B.V. (including upon conversion to a Naamloze Venootschap under Dutch law, the “Company”) and Dr. Moritz Eidens (“Eidens”).
Intellectual Property License AgreementIntellectual Property License Agreement • May 18th, 2026 • Quantum Cyber N.V. • Pharmaceutical preparations • New York
This Intellectual Property License Agreement (“Agreement”), dated as of May 12, 2026 (the “Effective Date”), is by and between BP United ,Inc., a Delaware corporation, with offices located at 20855 NE 16th Ave., STE C38, Miami, FL 33179 (“Licensor”), and Quantum Cyber N.V., a public company organized under the laws of the Netherlands and listed on the Nasdaq Capital Market (NCM: QUCY), with offices located at 1501 Belvedere Road Suite 500, West Palm Beach, FL, 33406 (“Licensee”) (collectively, the “Parties,” or each, individually, a “Party”).
CONSULTANT AGREEMENTConsultant Agreement • August 3rd, 2021 • Mainz Biomed B.V. • Pharmaceutical preparations • New York
This Consultant Agreement (the “Agreement”) is made and entered into as of July 16, 2021, by and between William Caragol (the “Consultant”) and Mainz Biomed B.V. (the “Company”).
AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 26th, 2021 • Mainz Biomed B.V. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENT (this “Amendment”), dated as of October ___, 2021, by and among MAINZ BIOMED B.V. (including upon conversion to a Naamloze Venootschap under Dutch law, the “Company”) and Philipp Freese (“Freese”).
SUPPLEMENTAL AGREEMENTSupplemental Agreement • October 9th, 2024 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
This Supplemental Agreement (the “Agreement”), dated as of October 8, 2024, is entered into by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”) and MAINZ BIOMED N.V., a company incorporated under the laws of the Netherlands and registered with the trade register of the Chamber of Commerce under number 82122571 (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. The symbol “[****]” denotes such omissions. LICENSE and OPTION...License and Option Agreement • March 31st, 2025 • Mainz Biomed N.V. • Pharmaceutical preparations • California
THIS AGREEMENT is entered into and effective as of the 10th day of March, 2025 ("Effective Date") by and between Mainz Biomed NV, a corporation with offices at Robert Koch Strasse 50, 55129, Mainz, Germany (hereinafter “MAINZ”); and Liquid Bioscience, Inc, a corporation with offices at 26895 Aliso Creek Rd B800, Aliso Viejo, CA 92656, USA (hereinafter “LIQUID”) (each a “Party or collective “the Parties”).
mainz biomed n.v. and TRANSHARE CORPORATION, as Warrant Agent Warrant Agency Agreement Dated as of [ ] __, 2024 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • December 9th, 2024 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of [ ] __, 2024 (“Agreement”), between Mainz Biomed N.V., a public company with limited liability (naamloze vennootschap) under Dutch law (the “Company”), and Transhare Corporation, a corporation organized under the laws of Florida (the “Warrant Agent”).
AMENDMENT NO. 1 TO CONSULTANT AGREEMENTConsultant Agreement • October 26th, 2021 • Mainz Biomed B.V. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO CONSULTANT AGREEMENT (this “Amendment”), dated as of October ___, 2021, by and among MAINZ BIOMED B.V. (including upon conversion to a Naamloze Venootschap under Dutch law, the “Company”) and William Caragol (the “Consultant”).
VOTING AGREEMENTVoting Agreement • June 15th, 2026 • Quantum Cyber N.V. • Pharmaceutical preparations • New York
This VOTING AGREEMENT (this “Agreement”) is entered into as of June 11, 2026, between Quantum Cyber N.V., a Dutch public company with limited liability (the “Company”) and Project LightShift, Inc., a Florida corporation (the “Stockholder”).
FIRST AMENDMENT TO INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • June 3rd, 2026 • Quantum Cyber N.V. • Pharmaceutical preparations • New York
This First Amendment to Intellectual Property License Agreement (this “Amendment”), dated as of June __, 2026, is by and between BP United, Inc., a Delaware corporation, with offices located at 20855 NE 16th Ave., STE C38, Miami, FL 33179 (“Licensor”), and Quantum Cyber N.V., a public company organized under the laws of the Netherlands and listed on the Nasdaq Capital Market (NCM: QUCY), with offices located at 1501 Belvedere Road Suite 500, West Palm Beach, FL, 33406 (“Licensee”) (collectively, the “Parties,” or each, individually, a “Party”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • November 5th, 2024 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
This first amendment dated as of October 17, 2024, to that management services agreement (this “First Amendment”), is entered between Mainz Biomed N.V., a Dutch public company (“Company”), and Guido Baechler (“Baechler” and, together with the Company, each, a “Party” and collectively, the “Parties”).
Amendment to License AND DEVELOPMENT agreementLicense and Development Agreement • October 12th, 2021 • Mainz Biomed B.V. • Pharmaceutical preparations
This amendment refers to the License and Development Agreement entered into the 1st of January, 2019 (the ”Agreement”) between the parties:
EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2024 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
This first amendment dated as of October 17, 2024, to that employment agreement (this “First Amendment”), is entered between Mainz Biomed N.V., a Dutch public company (“Company”), and William J. Caragol (the “Employee” and, together with the Company, each, a “Party” and collectively, the “Parties”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • July 1st, 2026 • Quantum Cyber N.V. • Pharmaceutical preparations
THIS AGREEMENT made as of June 26, 2026 (the “Effective Date”), is by and between ARCADE REALTY LLC, a Connecticut limited liability company having an address at 38 Union Avenue, Bridgeport, CT 06607 (“Seller”) and QUANTUM DRONES CORPORATION, a Nevada corporation having an address c/o Quantum Cyber N.V., 1501 Belvedere Road, Suite 500, West Palm Beach, FL 33406, with full right of assignment to any entity that is owned by or has common ownership with Quantum Drones , N.V (“Purchaser”). Such an assignment shall be deemed to be a “Permitted Assignment”.
SECOND AMENDMENT TO INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • July 1st, 2026 • Quantum Cyber N.V. • Pharmaceutical preparations • New York
This Second Amendment to Intellectual Property License Agreement (this “Second Amendment”), dated as of July 1, 2026, is by and between BP United, Inc., a Delaware corporation, with offices located at 20855 NE 16th Ave., STE C38, Miami, FL 33179 (“Licensor”), and Quantum Cyber N.V., a public company organized under the laws of the Netherlands and listed on the Nasdaq Capital Market (NCM: QUCY), with offices located at 1501 Belvedere Road Suite 500, West Palm Beach, FL, 33406 (“Licensee”) (collectively, the “Parties,” or each, individually, a “Party”).
MAINZ BIOMED N.V. Up to $10,000,000 of Ordinary Shares EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • October 3rd, 2025 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
Mainz Biomed N.V., a public company with limited liability (naamloze vennootschap) under Dutch law (the “Company”), proposes to issue and sell through Maxim Group LLC (the “Agent”), as sales agent, ordinary shares of the Company, par value EUR0.40 per share (the “Ordinary Shares”), having an aggregate offering price of up to $10,00,000 of Ordinary Shares (the Ordinary Shares subject to this Equity Distribution Agreement (this “Agreement”) being referred to herein as the “Shares”) on terms set forth herein. The Shares consist entirely of authorized but unissued Ordinary Shares to be issued and sold by the Company.