PRE-FUNDED COMMON STOCK PURCHASE WARRANT TENAX THERAPEUTICS, INC.Tenax Therapeutics, Inc. • May 20th, 2022 • Pharmaceutical preparations
THIS PRE-FUNDED COMMON STOCK 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 the date set forth above as the Initial Exercise Date (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tenax Therapeutics, Inc., a Delaware 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 12th, 2024 • Tenax Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 8, 2024, between Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 20th, 2022 • Tenax Therapeutics, Inc. • Pharmaceutical preparations
This Agreement is made pursuant to the Securities Purchase Agreement for Units, dated as of the date hereof, between the Company and the Purchaser (the “Purchase Agreement”).
LICENSE AGREEMENT THIS AGREEMENT made and effective as of the date of last signing (herein the "Effective Date") by and between SYNTHETIC BLOOD INTERNATIONAL, INC., having a principal place of business at 3189 Airway Avenue, Building C, Costa Mesa, CA...License Agreement • July 26th, 2001 • Synthetic Blood International Inc • Services-commercial physical & biological research • Ohio
EXECUTION COPYSubscription Agreement • December 15th, 1997 • Synthetic Blood International Inc • Services-commercial physical & biological research • California
Exhibit No. 10.2 Form 8-K Synthetic Blood International, Inc. File No. 2-31909 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of May 13, 2004, by and among Synthetic Blood International,...Registration Rights Agreement • May 26th, 2004 • Synthetic Blood International Inc • Services-commercial physical & biological research • California
COMMON STOCK PURCHASE WARRANT OXYGEN BIOTHERAPEUTICS, INC.Common Stock Purchase Warrant • July 17th, 2013 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research
THIS COMMON STOCK 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 the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the six (6) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Oxygen Biotherapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 1st, 2024 • Tenax Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [•], 2024, between Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT OXYGEN BIOTHERAPEUTICS, INC.Oxygen Biotherapeutics, Inc. • July 5th, 2013 • Services-commercial physical & biological research
THIS COMMON STOCK 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 the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the six (6) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Oxygen Biotherapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, 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).
TENAX THERAPEUTICS, INC. and DIRECT TRANSFER LLC as Warrant Agent Warrant Agency Agreement Dated as of February 12, 2024 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • February 12th, 2024 • Tenax Therapeutics, Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of February 12, 2024 (“Agreement”), between Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and Direct Transfer LLC, a Delaware limited liability trust company (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENT FOR CLASS C AND CLASS D UNITSSecurities Purchase Agreement • July 8th, 2020 • Tenax Therapeutics, Inc. • Services-commercial physical & biological research • New York
This Securities Purchase Agreement for Class C and Class D Units (this “Agreement”) is dated as of July 6, 2020, between Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT OXYGEN BIOTHERAPEUTICS, INC.Oxygen Biotherapeutics, Inc. • August 30th, 2013 • Services-commercial physical & biological research
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, JP SPC 3 obo OXBT FUND, SP 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 six (6) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Oxygen Biotherapeutics, Inc., a Delaware corporation (the “Company”), up to 2,358,975 shares (as subject to adjustment hereunder, 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).
UNDERWRITER COMMON STOCK PURCHASE WARRANT TENAX THERAPEUTICS, INC.Tenax Therapeutics, Inc. • December 11th, 2018 • Services-commercial physical & biological research • New York
THIS UNDERWRITER COMMON STOCK 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 7, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), up to 207,253 shares (as subject to adjustment hereunder, 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). This Warrant is issued by the Company as of the date hereof pursuant to Section 2.3(iv) of the Underwriting Agreement, dated as of December 7, 2018 (the “Underwriting Agreement”), between the Company and Ladenburg Thalmann & Co. Inc. (“Ladenb
OXYGEN BIOTHERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 24th, 2014 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research • New York
The undersigned, Oxygen Biotherapeutics, Inc., a Delaware corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Oxygen Biotherapeutics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 12th, 2024 • Tenax Therapeutics, Inc. • Pharmaceutical preparations • New York
EXHIBIT 2 PROFESSIONAL SERVICES AGREEMENT ------------------------------- THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made this Friday, June 8th, 2001 by, and between, Synthetic Blood International, Inc. located at 3189 Airway Ave. Bldg.C,...Professional Services Agreement • December 12th, 2001 • Synthetic Blood International Inc • Services-commercial physical & biological research • California
PRE-FUNDED COMMON STOCK PURCHASE WARRANT TENAX THERAPEUTICS, INC.Tenax Therapeutics, Inc. • March 13th, 2020 • Services-commercial physical & biological research
THIS PRE-FUNDED COMMON STOCK 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 the date set forth above as the Initial Exercise Date (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tenax Therapeutics, Inc., a Delaware 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2013 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 7, 2013, between Oxygen Biotherapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 25th, 2013 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research • New York
5,181,346 SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO 5,181,346 SHARES OF COMMON STOCK), AND 10,362,692 WARRANTS (EXERCISABLE FOR 10,362,692 SHARES OF COMMON STOCK) OF TENAX THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 11th, 2018 • Tenax Therapeutics, Inc. • Services-commercial physical & biological research • New York
The undersigned, Tenax Therapeutics, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Tenax Therapeutics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 25th, 2013 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 22, 2013, between Oxygen Biotherapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANTTenax Therapeutics, Inc. • February 1st, 2024 • Pharmaceutical preparations • New York
THIS COMMON STOCK 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [•], 20291 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), up to [•] shares (as subject to adjustment hereunder, 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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to r
PLACEMENT AGENCY AGREEMENT December 8, 2011Placement Agency Agreement • December 9th, 2011 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 25th, 2013 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 21, 2013, between Oxygen Biotherapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT OXYGEN BIOTHERAPEUTICS, INC.Oxygen Biotherapeutics, Inc. • August 13th, 2013 • Services-commercial physical & biological research
THIS COMMON STOCK 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 the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the six (6) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Oxygen Biotherapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, 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).
PLACEMENT AGENCY AGREEMENT July 21, 2013Placement Agency Agreement • July 25th, 2013 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research • New York
WITNESSETH:Stock Option Agreement • July 26th, 2001 • Synthetic Blood International Inc • Services-commercial physical & biological research • California
ContractOxygen Biotherapeutics, Inc. • November 13th, 2009 • Services-commercial physical & biological research • Delaware
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE 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 SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT.
COMMON STOCK PURCHASE WARRANTSynthetic Blood International Inc • September 6th, 2006 • Services-commercial physical & biological research • California
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 prior to ________________, 2011 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Synthetic Blood International, Inc., a New Jersey corporation (the “Company”), up to _________________________ shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant is $0.245. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.
ABACUS VENTURES, LLC 1808 Marine Street Santa Monica, CA 90405 (310) 314-0606 FAX (310) 314-8686 Via Email and Federal Express ----------------------------- September 17, 2001 Robert Nicora President and Chief Executive Officer Synthetic Blood...Synthetic Blood International Inc • December 12th, 2001 • Services-commercial physical & biological research
TENAX THERAPEUTICS INC. AWARD AGREEMENT (Awarding Nonqualified Stock Option to Employees and Contractors)Award Agreement • August 14th, 2018 • Tenax Therapeutics, Inc. • Services-commercial physical & biological research • Delaware
THIS AWARD AGREEMENT (this “Agreement”) is made by and between Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and [Insert Name of Grantee] (the “Optionee”) pursuant to the provisions of the Tenax Therapeutics, Inc. 2016 Stock Incentive Plan (the “Plan”), which is incorporated herein by reference. Capitalized terms not defined in this Agreement shall have the meanings given to them in the Plan.
SECURITIES PURCHASE AGREEMENT TO PURCHASE CONVERTIBLE NOTES AND COMMON STOCK PURCHASE WARRANTS SYNTHETIC BLOOD INTERNATIONAL, INC.Securities Purchase Agreement • March 21st, 2008 • Synthetic Blood International Inc • Services-commercial physical & biological research • California
The Securities, as described herein, have not been registered with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and are being offered in reliance on exemptions from registration provided in Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
SECURITIES PURCHASE AGREEMENTEscrow Agreement • July 14th, 2005 • Synthetic Blood International Inc • Services-commercial physical & biological research • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 13, 2005 among Synthetic Blood International Inc., a New Jersey corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
TENAX THERAPEUTICS, INC. SALES AGREEMENTSales Agreement • July 14th, 2015 • Tenax Therapeutics, Inc. • Services-commercial physical & biological research • New York
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of SYNTHETIC BLOOD INTERNATIONAL, INC.Oxygen Biotherapeutics, Inc. • September 22nd, 2008 • Services-commercial physical & biological research • California
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value received, FIONA International S.A., (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 prior to (the “Terminatior Date”) but not thereafter, to subscribe for and purchase from Synthetic Blood International, Inc., a New Jersey corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant is $0.247. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.
