Common Contracts

SUBSCRIPTION AGREEMENT

Subscription Agreement • April 18th, 2023 • New York

• Contract Type
  Subscription Agreement
• Filed
  April 18th, 2023
• Jurisdiction
  New York

Subscription. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from CytoDyn Inc., a Delaware corporation (the “Company”), in the amounts set forth on the signature page hereof, (i) shares of Series C Convertible Preferred Stock, $0.001 par value per share of the Company, (the “Series C Preferred Stock”) and (ii) a warrant, substantially in the form attached hereto as Exhibit B (the “Investor Warrants”) to purchase a number of shares of common stock, $0.001 par value, of the Company (the “Common Stock”), equal to 60% of the number of shares of Common Stock initially issuable upon conversion of the Series C Preferred Stock. The shares of Series C Preferred Stock will have the relative rights, preferences and designations set forth in the Certificate of Designation of Preferences and Rights set forth in Exhibit A attached hereto (the “Certificate of Designation”). In addition, the Company hereby agrees to issue to certain lead investo