IN8BIO, INC. AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT
Exhibit 4.3
AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT
This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT, dated as of [•], 2024 (this “Amendment”), amends that certain COMMON STOCK PURCHASE WARRANT (the “Warrant”), dated as of December 13, 2023, by IN8bio, Inc. (the “Company”) for the benefit of the holder thereof or its permitted assigns (“Holder”). The Company and Holder are referred to collectively herein as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Warrant.
WHEREAS, pursuant to and in accordance with Section 5(l) of the Warrant, the Warrant may be amended or modified by a written agreement executed and delivered by the Company and the Holder; and
WHEREAS, the Company and the Holder desire to amend the Warrant as set forth herein.
NOW, THEREFORE, in consideration of the rights and obligations contained herein, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the Parties agree as follows:
Section 1. Amendment.
| (A) | Section 2(b) of the Warrant is amended and restated as follows: |
“(b) Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $0.45, subject to adjustment hereunder (the “Exercise Price”).”
| (B) | References to “Termination Date” is hereby amended such that the Warrant shall now expire on [•], 2025. |
Section 2. No Other Amendments. Each reference to “this Warrant,” “hereunder,” “hereof” and other similar references set forth in the Warrant and each reference to the Warrant in any other agreement, document or other instrument shall, in each case, refer to the Warrant as modified by this Amendment. Except as and to the extent expressly modified by this Amendment, the Warrant is not otherwise being amended, modified or supplemented and shall remain in full force and effect and is hereby in all respects ratified and confirmed, and the execution, delivery and effectiveness of this Warrant shall not operate as a waiver of any right, power or remedy of any party under the Warrant.
(Signature Page Follows)
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Common Stock Purchase Warrant to be executed as of the date first above indicated.
| COMPANY: | ||
| IN8BIO, INC. | ||
| By: |
| |
| Name: Xxxxxxx Xx | ||
| Title: Chief Executive Officer | ||
| HOLDER: | ||
| [•] | ||
| By: |
| |
| Name: | ||
| Title: | ||
[Signature page to Amendment No. 1 to Series A Warrant]
