UNSECURED PROMISSORY NOTEADiTx Therapeutics, Inc. • May 25th, 2018 • Pharmaceutical preparations • California
FOR VALUE RECEIVED, the undersigned, ADITX THERAPEUTICS, INC., a Delaware corporation (together with its successors and assigns, the "Borrower"), hereby promises to pay to the order of SEKRIS BIOMEDICAL, INC., a Delaware corporation (together with its successors and assigns, the "Lender"), at the Lender's offices at 5 E. Citrus Avenue, Suite 201, Redlands, California (or such other place as the Lender may designate in writing to the Borrower), the aggregate principal sum of _____________ ($___________), with interest, upon the terms and subject to the conditions of this unsecured promissory note (the "Note") as set forth below. The Lender and Borrower collectively shall be referred to as the “Parties.”
UNDERWRITING AGREEMENTUnderwriting Agreement • May 25th, 2018 • ADiTx Therapeutics, Inc. • Pharmaceutical preparations • New York
PATENT & TECHNOLOGY LICENSE AGREEMENTPatent & Technology License Agreement • May 25th, 2018 • ADiTx Therapeutics, Inc. • Pharmaceutical preparations • California
This Patent and Technology License Agreement (“Agreement”) is effective on March 15, 2018 (the “Effective Date”) and is entered by and between Loma Linda University (“LLU”), a California Religious Institution, whose address is 24887 Taylor Street, Suite 201, Loma Linda, California 92354, and ADiTx Therapeutics, Inc., a Delaware C Corporation, with its principal place of business at 11161 Anderson St., Suite 105-10014, Loma Linda, CA 92354 (“Licensee”) (collectively, “Parties”, or singly, “Party”).
CONSULTING AGREEMENTConsulting Agreement • May 25th, 2018 • ADiTx Therapeutics, Inc. • Pharmaceutical preparations • Maryland
This consulting agreement (“Agreement”) is effective as of March 1, 2018 by and between ADiTx Therapeutics, Inc. (“Client”) and Canyon Ridge Development LLC doing business as Mission Critical Solutions International (“Consultant”). Client and Consultant together may be referred to hereunder as the “Parties”.
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • May 25th, 2018 • ADiTx Therapeutics, Inc. • Pharmaceutical preparations • West Virginia
This Escrow Deposit Agreement (this “Agreement”) dated as of this [__] day of [_____] 2018, by and among ADITX THERAPEUTICS, INC., a Delaware corporation (the “Company”), having an address at 11161 Anderson Street, Suite 105-10014, Loma Linda, CA 92354, NETWORK 1 FINANCIAL SECURITIES, INC., a Texas corporation (the “Underwriter”), having an address at 2 Bridge Avenue, Suite 241, Red Bank, NJ 07701, and MVB BANK, INC., a West Virginia corporation (the “Escrow Agent”), having its headquarters at 301 Virginia Ave, Fairmont, WV 26554. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Offering Statement on Form 1-A, dated March 30, 2018, filed with the U.S. Securities and Exchange Commission (the “SEC”), including all amendments, attachments, schedules and exhibits thereto (the “Offering Statement”).
SUBSCRIPTION AGREEMENT ADiTx Therapeutics, Inc.Subscription Agreement • May 25th, 2018 • ADiTx Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS SUBSCRIPTION AGREEMENT made as of _________________, _____, between ADiTx Therapeutics, Inc., a Delaware corporation (the “Company”) with offices at 1461 Ford Street, Redlands, California 92373 and the undersigned (the “Subscriber”).
ContractADiTx Therapeutics, Inc. • May 25th, 2018 • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH WARRANTS AND SHARES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
