COMMON STOCK PURCHASE WARRANTGelstat Corp • October 12th, 2023 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [redacted], 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 the date that is six months following the date hereof and on or prior to the close of business on the third year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from GelStat Corp., a Delaware corporation (the “Company”), up to 150,000,000 shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Promissory Note (the “Promissory Note”), dated as of August 17, 2023, issued by the Company to the Holder.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 12th, 2023 • Gelstat Corp • Pharmaceutical preparations • Florida
agrees to pay, perform, discharge, and satisfy, as and when due, all of the Assumed Liabilities. Seller and Buyer acknowledge and agree that Buyer assumes no Liability of Seller other than the Assumed Liabilities, and specifically does not assume the Excluded Liabilities, and the parties agree that all Liabilities of Seller (other than the Assumed Liabilities) shall remain the sole responsibility of Seller, and shall be paid, performed, discharged, and satisfied as and when due. Furthermore, nothing contained herein shall prevent Buyer from having the ability to contest any claim of Liability asserted by any Person other than Seller.
DUOS WARRANT AGREEMENTDuos Warrant Agreement • October 12th, 2023 • Gelstat Corp • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Duos Technologies, Inc, a Florida company, 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 the date that is six months following the date hereof and on or prior to the close of business on the third year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from GelStat Corp., a Delaware corporation (the “Company”), up to 55,000,000 shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Promissory Note (the “Promissory Note”), dated as of June 28, 2023, issued by the Company to the Holder.
