COMMON STOCK PURCHASE WARRANT CURATIVE BIOTECHNOLOGY, INC.Curative Biotechnology Inc • September 9th, 2022 • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Puritan Partners LLC, 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 hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Curative Biotechnology, Inc., a Florida corporation (the “Company”), up to 22,857,143 shares of common stock, of the Company (the “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).
COMMON STOCK PURCHASE WARRANT Curative biotechnology, inc.Curative Biotechnology Inc • August 1st, 2022 • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder,” provided that a “Holder” shall include, if the Warrants are held in “street name,” a Participant, any designee appointed by such Participant and each “beneficial owner” of such Warrants) 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 Issue Date and on or prior to 5:00 p.m. (New York City time) on [●], 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Curative Biotechnology, Inc., a Florida corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a securit
WARRANT AGENT AGREEMENTWarrant Agent Agreement • November 7th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • Delaware
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [●], 2022 (the “Issuance Date”) is between Curative Biotechnology, Inc., a Florida corporation (the “Company”), and Issuer Direct Corporation (the “Warrant Agent”).
Underwriting AgreementUnderwriting Agreement • November 7th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • New York
Underwriting AgreementUnderwriting Agreement • September 28th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • New York
SECURITY AGREEMENTSecurity Agreement • November 7th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • New York
SECURITY AGREEMENT, dated as of March 2, 2022 (this “Agreement”), between Curative Biotechnology, Inc., a Florida limited liability company (the “Company” or the “Debtor” and collectively with any other Debtor from time to time hereunder, the “Debtors”) and the holders of the Company’s 12.5% Senior Secured Note due March 2, 2023 in aggregate principal amount of $1,142,857.14 (the “Note”), signatory hereto, its endorsees, transferees and assigns (individually referred to as, the “Secured Party” and collectively referred to as, the “Secured Party”). Any terms not defined herein shall have the definition ascribed to them in the Purchase Agreement and Note.
CURATIVE BIOTECHNOLOGY, INC.Restricted Stock Award Agreement • November 7th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • Florida
Unless otherwise defined herein, the terms defined in the Curative Biotechnology, Inc. 2021 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Award Agreement (the “Award Agreement”).
COMMON STOCK PURCHASE WARRANT Curative biotechnology, inc.Curative Biotechnology Inc • November 7th, 2022 • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder,” provided that a “Holder” shall include, if the Warrants are held in “street name,” a Participant, any designee appointed by such Participant and each “beneficial owner” of such Warrants) 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 here of (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [●], 2027 or the Redemption Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Curative Biotechnology, Inc., a Florida corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall init
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 7th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as March 2, 2022, among Curative Biotechnology, Inc, a Florida corporation whose principal place of business is located at 1825 NW Corporate Blvd., Suite 110 Boca Raton, FL 33431 (the “Company”) and the Purchaser identified on the signature pages hereto (including their successors and assigns, the “Purchaser”).
COMMON STOCK PURCHASE WARRANT CURATIVE BIOTECHNOLOGY, Inc.Curative Biotechnology Inc • November 7th, 2022 • Biological products, (no disgnostic substances) • Florida
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Paul Michaels (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 hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Curative Biotechnology, Inc., a Florida corporation (the “Company”), up to 5,000,000 shares (the “Warrant Shares”) of common stock of the Company (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractCurative Biotechnology Inc • November 7th, 2022 • Biological products, (no disgnostic substances) • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2022 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP.
EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • Florida
Employment agreement (“the Agreement”) dated as of October 1, 2020 between Connectyx Technologies Holdings Group 1825 NW Corporate Boulevard, Suite 110 Boca Raton, FL 33431 (“the Company”) and I Richard Garr, an individual with an address of 1024 Casuarina Road Delray Beach, FL 33483 (“the employee”)
COMMON STOCK PURCHASE WARRANTCurative Biotechnology Inc • November 7th, 2022 • Biological products, (no disgnostic substances) • Florida
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [*], (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 hereof (the “Issue Date”) and on or prior to the close of business on the five (5) year anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Connectyx Technologies Holdings Group, Inc., a Florida corporation (the “Company”), up to TWO HUNDRED FIFTY THOUSAND shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
CURATIVE BIOTECHNOLOGY, INC. STOCK OPTION AGREEMENTEquity Incentive Plan • November 7th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • Florida
Unless otherwise defined herein, the terms defined in the Curative Biotechnology, Inc. 2021 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement, which includes the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant attached hereto as Exhibit A , and all appendices and exhibits attached thereto (all together, the “Award Agreement”).
COMMON STOCK PURCHASE WARRANT CURATIVE BIOTECHNOLOGY, Inc.Curative Biotechnology Inc • November 7th, 2022 • Biological products, (no disgnostic substances) • Florida
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [*] (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 hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Curative Biotechnology, Inc., a Florida corporation (the “Company”), up to 3,500,000 shares (the “Warrant Shares”) of common stock of the Company (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 7th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • New York
This Intellectual Property Security Agreement (“IP Security Agreement”) dated as of March 2, 2022, is made and entered into by and among Curative Biotechnology, Inc., a Florida corporation (the “Company”), any subsidiary of the Company that is a signatory hereto either now joined or joined in the future (such subsidiaries, together with the Company, the “Debtors”), and Puritan Partners LLC, as Holder of the 12.5% Senior Secured Notes due March 2, 2023 in aggregate principal amount of $1,142,857.14 (the “Notes”) of the Company.
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Curative Biotechnology Inc • September 9th, 2022 • Biological products, (no disgnostic substances) • New York
THIS 12.5% ORIGINAL ISSUE DISCOUNT SENIOR SECURED NOTE is one of a series of duly authorized and validly issued 12.5% Original Issue Discount Senior Secured Notes of Curative Biotechnology, Inc., a Florida corporation (the “Company”), having its principal place of business at 1825 NW Corporate Blvd., Suite 110 Boca Raton, FL 33431, designated as its 12.5% Original Issue Discount Senior Secured Note due March 2, 2023 (this Note, the “ Note “ and, collectively with the other Notes of such series, the “ Notes”). The Notes shall be convertible into shares of common stock of in the Company in accordance with the terms of the Notes.
LOCK-UP AGREEMENTLock-Up Agreement • September 9th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • New York
Re: Securities Purchase Agreement, dated as of March 2, 2022 (the “Purchase Agreement”), between Curative Biotechnology, Inc., a Florida corporation (the “Company”), and the purchaser signatory thereto (the “Purchaser”)
CURATIVE BIOTECHNOLOGY, INC. RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANTCurative Biotechnology Inc • January 10th, 2022 • Biological products, (no disgnostic substances) • Florida
Unless otherwise defined herein, the terms defined in the Curative Biotechnology, Inc. 2021 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement, which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), Terms and Conditions of Restricted Stock Unit Grant attached hereto as Exhibit A , and all appendices and exhibits attached thereto (all together, the “Award Agreement”).
First Amendment to Transaction DocumentsTransaction Documents • September 9th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances)
This First Amendment to the Transaction (this “Amendment”) is entered into as of August 18, 2022, by and between Puritan Partners LLC, a New York limited liability company (“Puritan Partners”) and Curative Biotechnology, Inc., a Florida corporation (the “Company”), having its principal place of business at 1825 NW Corporate Blvd., Suite 110 Boca Raton, FL 33431, each a “Party” and collectively the “Parties”. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Securities Purchase Agreement, dated as of March 2, 2022, entered into between the Parties (the “Securities Purchase Agreement”)
COMMON STOCK PURCHASE WARRANT CURATIVE BIOTECHNOLOGY, INC.Curative Biotechnology Inc • November 7th, 2022 • Biological products, (no disgnostic substances) • Florida
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [*] (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 hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Curative Biotechnology, Inc. a Florida corporation (the “Company”), up to [*] shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2024 • Curative Biotechnology Inc • Biological products, (no disgnostic substances)
Amendment to Employment Agreement (“the agreement”) dated September 1, 2020 between Connectyx Technologies Holding Group, now Curative Biotechnology Inc. 1825 NW Corporate Blvd suite 110 Boca Raton FL 33431 (hereinafter “the Company” and Paul M Michaels an individual (“the employee”) with an address of 3620 Gardens Parkway, Palm Beach Gardens, FL 44310.; as amended from time to time.
Sixth Amendment to Transaction DocumentsTransaction Documents • January 9th, 2023 • Curative Biotechnology Inc • Biological products, (no disgnostic substances)
This Sixth Amendment to the Transaction (this “Amendment”) is effective as of December 16, 2022 (“Effective Date”), by and between Puritan Partners LLC, a New York limited liability company (“Puritan Partners”) and Curative Biotechnology, Inc., a Florida corporation (the “Company”), having its principal place of business at 1825 NW Corporate Blvd., Suite 110 Boca Raton, FL 33431, each a “Party” and collectively the “Parties”. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Securities Purchase Agreement, dated as of March 2, 2022, as amended, entered between the Parties (the “Securities Purchase Agreement”)
PUBLIC HEALTH SERVICEAgreement • May 6th, 2024 • Curative Biotechnology Inc • Biological products, (no disgnostic substances)
This Agreement is based on the model Amendment Agreement adopted by the U.S. Public Health Service (“PHS”) Technology Transfer Policy Board for use by components of the National Institutes of Health (“NIH”), the Centers for Disease Control and Prevention (“CDC”), and the Food and Drug Administration (“FDA”), which are agencies of the PHS within the Department of Health and Human Services (“HHS”).
Ninth Amendment to Transaction DocumentsTransaction Documents • May 6th, 2024 • Curative Biotechnology Inc • Biological products, (no disgnostic substances)
This Ninth Amendment to the Transaction (this “Amendment”) is effective as of February 17, 2023 (“Effective Date”), by and between Puritan Partners LLC, a New York limited liability company (“Puritan Partners”) and Curative Biotechnology, Inc., a Florida corporation (the “Company”), having its principal place of business at 1825 NW Corporate Blvd., Suite 110 Boca Raton, FL 33431, each a “Party” and collectively the “Parties”. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Securities Purchase Agreement, dated as of March 2, 2022, as amended, entered between the Parties (the “Securities Purchase Agreement”)
COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT FOR INTRAMURAL-PHS CLINICAL RESEARCHCooperative Research and Development Agreement • November 7th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • District of Columbia
This Agreement is based on the model Cooperative Research and Development Agreement (“CRADA”) adopted by the U.S. Public Health Service (“PHS”) Technology Transfer Policy Board for use by components of the National Institutes of Health (“NIH”), the Centers for Disease Control and Prevention (“CDC”), and the Food and Drug Administration (“FDA”), which are agencies of the PHS within the Department of Health and Human Services (“HHS”).
AMENDMENT TO EMPLOYMENT AGREEMENT & RESIGNATION FROM BOARD OF DIRECTORSEmployment Agreement • May 6th, 2024 • Curative Biotechnology Inc • Biological products, (no disgnostic substances)
Amendment to Employment Agreement (“the agreement”) dated September 1, 2020 between Connectyx Technologies Holding Group, now Curative Biotechnology Inc. 1825 NW Corporate Blvd suite 110 Boca Raton FL 33431 (hereinafter “the Company” and Dr. Barry Ginsberg an individual (“the employee”) with an address of 3601 NW 24th Avenue, Boca Raton FL 33431; as amended from time to time.
FIRST AMENDMENT TO LICENSE, FUNDING AND OPERATIONAL AGREEMENTLicense, Funding and Operational Agreement • September 9th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT (the “Amendment”) to the License, Funding and Operational Agreement between Mid-Atlantic BioTherapeutics, Inc. (“Licensor”) and Curative Biotechnology, Inc. (“Licensee”) executed October 1, 2021 for a COVID-19 Vaccine (the “Agreement”), is made by Licensor and Licensee,
Eleventh Amendment to Transaction DocumentsTransaction Documents • May 6th, 2024 • Curative Biotechnology Inc • Biological products, (no disgnostic substances)
This Eleventh Amendment to the Transaction (this “Amendment”) is effective as of April 5, 2023 (“Effective Date”), by and between Puritan Partners LLC, a New York limited liability company (“Puritan Partners”) and Curative Biotechnology, Inc., a Florida corporation (the “Company”), having its principal place of business at 1825 NW Corporate Blvd., Suite 110 Boca Raton, FL 33431, each a “Party” and collectively the “Parties”. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Securities Purchase Agreement, dated as of March 2, 2022, as amended, entered between the Parties (the “Securities Purchase Agreement”)
EXCLUSIVE OPTION AGREEMENT FOR PURCHASE OF PATENT RIGHTSExclusive Option Agreement • November 7th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • Florida
This Agreement is made as of the date set forth above the signatures of the parties below (the “EFFECTIVE DATE”), by and between IEM INC., A Florida Corporation located in Palm Beach County (“IEM”) and CONNECTYX TECHNOLOGIES HOLDINGS
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • September 9th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • Florida
THIS SETTLEMENT AGREEMENT AND RELEASE (the “Settlement Agreement”), is made and entered into as of this 9th day of August 2021 by and between: (i) FORTIFIED MANAGEMENT GROUP, LLC (“Fortified”) and JODY R. SAMUELS (“Samuels”) on the one hand; and CURATIVE BIOTECHNOLOGY, INC. f/k/a CONNECTYX TECHNOLOGIES HOLDINGS GROUP, INC., on the other hand (“Curative” and together with Fortified and Samuels, the “Parties”).
LICENSE, FUNDING AND OPERATIONAL AGREEMENTLicense, Funding and Operational Agreement • November 7th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • Pennsylvania
This License Agreement (this “Agreement”) is made and is effective this 1st day of October 2021, (the “Effective Date”) between Mid-Atlantic BioTherapeutics, Inc (hereinafter MABT), a Delaware corporation (“Licensor”) and Curative Biotechnology, Inc. (hereinafter CUBT), a Delaware corporation (“Licensee”), and David Horn, LLC as Licensor to MABT, and their respective legitimate successors and/or assigns. Licensors and Licensee are each referred to as a “Party” and collectively referred to as the “Parties.”
SPECIAL ADVISOR TO THE BOARD OF DIRECTORS AND THE CEO AGREEMENTBoard of Directors and the Ceo Agreement • September 9th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT is made and entered into effective as of SEPTEMBER 27, 2021, (the “Effective Date”), by and between Curative Biotechnology Inc., a Florida corporation (the “Company”) with its principal place of business located at 1825 NW Corporate Blvd #110 Boca Raton, Florida , and Sohn Health Strategies LLC, a New Jersey limited liability company (“Advisor”) with a principal place of business at 5 Hidden Acres Drive, Voorhees, NJ 08043.
LICENSE, FUNDING AND OPERATIONAL AGREEMENTLicense, Funding and Operational Agreement • November 7th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • Pennsylvania
This License Agreement (this “Agreement”) is made and is effective this 30th day of September, 2020, (the “Effective Date”) between Mid-Atlantic BioTherapeutics, Inc (hereinafter MABT), a Delaware corporation (“Licensor”) and Connectyx (hereinafter CTYX) Technologies Holdings Group, Inc., a Florida corporation (“Licensee”), and David Horn, LLC as Licensor to MABT, and their respective legitimate successors and/or assigns. Licensors and Licensee are each referred to as a “Party” and collectively referred to as the “Parties.”
PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT – EXCLUSIVE EVALUATION OPTION LICENSE This Agreement is based on the model Patent License Exclusive Agreement adopted by the U.S. Public Health Service (“PHS”) Technology Transfer Policy Board for use by...Public Health Service • November 7th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • District of Columbia
This Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attached Agreement, a Signature Page, Appendix A (List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D (Benchmarks and Performance), Appendix E (Commercial Development Plan), Appendix F (Royalty Payment Option), and Appendix G (Shipping Information).
