SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 27th, 2024 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2024, between Interactive Strength 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”).
SERIES A-1 COMMON STOCK PURCHASE WARRANT INTERACTIVE STRENGTH INC.Warrant Agreement • June 27th, 2024 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • New York
THIS SERIES A-1 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 Stockholder Approval Date]1 (the “Initial Exercise Date”) and until on or prior to 5:00 p.m. (New York City time) on [____]2, (the “Termination Date”) but not thereafter, to subscribe for and purchase from Interactive Strength Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock (as defined herein). 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).
ContractPre-Funded Common Stock Purchase Warrant • June 27th, 2024 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • New York
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT INTERACTIVE STRENGTH INC.Placement Agent Common Stock Purchase Warrant • June 27th, 2024 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • New York
THIS PLACEMENT AGENT 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 “Initial Exercise Date”) and until on or prior to 5:00 p.m. (New York City time) on [____]____, [ (the “Termination Date”) but not thereafter, to subscribe for and purchase from Interactive Strength Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock (as defined herein). 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 pursuant to that certain engagement letter, dated as of May 8, 2024, by and between the Company and H.C. Wainwright & Co., LLC.
