SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 30th, 2021 • Aditxt, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 25, 2021, between Aditxt, 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 ADITXT, inc.Common Stock Purchase Warrant • August 30th, 2021 • Aditxt, 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 February ___, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February ____, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aditxt, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • August 30th, 2021 • Aditxt, Inc. • Pharmaceutical preparations • Florida
This letter (this “Agreement”) constitutes the agreement between Aditxt, Inc. (the “Company”) and Dawson James Securities, Inc. (“Dawson”) pursuant to which Dawson shall serve as the placement agent (the “Placement Agent”) (the “Services”), for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that Dawson’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Dawson to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Dawson placing the Securities.
ContractPurchase Warrant Agreement • August 30th, 2021 • Aditxt, Inc. • Pharmaceutical preparations • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING AUGUST 26, 2021 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) DAWSON JAMES SECURITIES, INC. OR A PLACEMENT AGENT OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS WARRANT WAS ISSUED TO THE PLACEMENT AGENT AS CONSIDERATION (“OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF DAWSON JAMES SECURITIES, INC. OR OF ANY SUCH PLACEMENT AGENT OR SELECTED DEALER.
DEFEASANCE AND WAIVER AGREEMENTDefeasance and Waiver Agreement • August 30th, 2021 • Aditxt, Inc. • Pharmaceutical preparations • New York
This Defeasance and Waiver Agreement (this “Agreement”), dated as of August 30, 2021, is by and between Aditxt, Inc., a Delaware corporation (the “Company”) and CVI Investments, Inc. (the “Investor”). Capitalized terms not defined herein shall have the meanings assigned to them in the January SPA (as defined herein).
