SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 22nd, 2021 • Ayala Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 19, 2021 by and among Ayala Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively, the “Investors”).
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANTWarrant Agreement • February 22nd, 2021 • Ayala Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
Ayala Pharmaceuticals, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that [•], or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (New York City time) on February [•], 2031, [•] shares of Common Stock, $0.01 par value per share, of the Company (“Common Stock”), at a purchase price of $0.01 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively. This Warrant is one of the Warrants issued pursuant to that certain Securities Purchase Agreement, dated as of February 19, 2021, by and among the Company and each of the investors party thereto (the “Purchase A
