0001104659-19-066713 Sample Contracts

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT
Bio-Path Holdings Inc • November 22nd, 2019 • Pharmaceutical preparations

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 date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November 21, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bio-Path Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (the “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 Warrants is being issued pursuant to that certain Engagement Letter, dated as of November 20, 2019, by and between the Company and H.C. Wainwright & Co., LLC.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 22nd, 2019 • Bio-Path Holdings Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 21, 2019, between Bio-Path Holdings, 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 Bio-Path Holdings, Inc.
Common Stock Purchase • November 22nd, 2019 • Bio-Path Holdings Inc • Pharmaceutical preparations

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 set forth above (the “Initial Exercise Date”) and 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 Bio-Path Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (the “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).

STRICTLY CONFIDENTIAL Bio-Path Holdings, Inc.
Letter Agreement • November 22nd, 2019 • Bio-Path Holdings Inc • Pharmaceutical preparations • New York
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