EXECUTIVE AGREEMENTExecutive Agreement • March 31st, 2022 • Aditxt, Inc. • Pharmaceutical preparations • Delaware
This Executive Agreement (the “Agreement”) is made and entered into effective as of January 17, 2022 (the “Effective Date”), by and between Matthew Shatzkes (the “Executive”) and Aditxt, Inc., a Delaware corporation (the “Company”).
ContractThird Amendment • March 31st, 2022 • Aditxt, Inc. • Pharmaceutical preparations
THIS THIRD AMENDMENT, dated as of December 17, 2021 (this “Amendment”), to that certain Transaction Agreement dated as of October 4, 2021 (as amended by this Amendment and the First Amendment to the Transaction Agreement dated as of December 1, 2021 and the Second Amendment to the Transaction Agreement dated as of December 7, 2021, the “Transaction Agreement”; and all defined terms used herein that are not otherwise defined are used as defined in the Transaction Agreement), is entered into by and between AiPharma Global Holdings LLC, a Delaware limited liability company (“AiPharma”), and Aditxt, Inc., a Delaware corporation (“Aditxt”, and together with AiPharma, the “Parties” and each, a “Party”).
ContractTransaction Agreement • March 31st, 2022 • Aditxt, Inc. • Pharmaceutical preparations
THIS AMENDMENT (this “Amendment”) TO TRANSACTION AGREEMENT dated as of October 4, 2021 (as amended hereby, the “Transaction Agreement”; and all defined terms used herein that are not otherwise defined are used as defined in the Transaction Agreement) by and between AiPharma Global Holdings LLC, a Delaware limited liability company (“AiPharma”), and Aditxt, Inc., a Delaware corporation (“Aditxt”, and together with AiPharma, the “Parties” and each, a “Party”) is dated as of November 30, 2021.
FORBEARANCE AGREEMENT AND SEVENTH AMENDMENT TO SECURED CREDIT AGREEMENTForbearance Agreement • March 31st, 2022 • Aditxt, Inc. • Pharmaceutical preparations • Delaware
This Forbearance Agreement and Seventh Amendment to Secured Credit Agreement (“Agreement”) is made as of February 12, 2022, by and among ADITXT, INC., a Delaware corporation (the “Lender”), AIPHARMA GLOBAL HOLDINGS LLC, a Delaware limited liability company (“DE Topco”), CELLVERA HOLDINGS LTD, a company formed under the laws of the British Virgin Islands f/k/a AIPHARMA HOLDINGS LIMITED (“BVI Holdco”), Cellvera Asia Limited, a company formed under the laws of Hong Kong f/k/a AIPHARMA ASIA LIMITED (“HK Opco” and together with DE Topco and BVI Holdco, individually and collectively, the “Borrower”) and CELLVERA LIMITED, a company formed under the laws of the British Virgin Islands f/k/a AIPHARMA LIMITED (“Guarantor” and together with Borrower, each a “Loan Party” and collectively “Loan Parties” with reference to the following facts:
WARRANT REDUCTION AND RELEASE AGREEMENTWarrant Reduction and Release Agreement • March 31st, 2022 • Aditxt, Inc. • Pharmaceutical preparations • New York
WHEREAS, the Investor is the holder of common stock purchase warrants (“Warrants”) issued pursuant to the Securities Purchase Agreement, dated as of August 25, 2021 (“SPA”);
SIXTH AMENDMENT TO SECURED CREDIT AGREEMENTSecured Credit Agreement • March 31st, 2022 • Aditxt, Inc. • Pharmaceutical preparations
SIXTH AMENDMENT TO SECURED CREDIT AGREEMENT dated as of December 28, 2021 (this “Amendment”), by and among AiPharma Global Holdings LLC, a Delaware limited liability company (“DE Topco”), AIPHARMA HOLDINGS LIMITED, a company formed under the laws of the British Virgin Islands (“BVI Holdco”), and AIPHARMA ASIA LIMITED, a company formed under the laws of Hong Kong (“HK Opco” and together with DE Topco and BVI Holdco, individually and collectively, the “Borrower”), and Aditxt, Inc., a Delaware corporation (the “Lender”).
SECOND AMENDMENT TO SECURED CREDIT AGREEMENTSecured Credit Agreement • March 31st, 2022 • Aditxt, Inc. • Pharmaceutical preparations
SECOND AMENDMENT TO SECURED CREDIT AGREEMENT dated as of October 27, 2021 (this “Amendment”), between AiPharma Global Holdings LLC, a Delaware limited liability company (“DE Topco”), AIPHARMA HOLDINGS LIMITED, a company formed under the laws of the British Virgin Islands (“BVI Holdco”) and AIPHARMA ASIA LIMITED, a company formed under the laws of Hong Kong (“HK Opco” and together with DE Topco and BVI Holdco, individually and collectively, the “Borrower”) and Aditxt, Inc., a Delaware corporation (the “Lender”).
FIFTH AMENDMENT TO SECURED CREDIT AGREEMENTSecured Credit Agreement • March 31st, 2022 • Aditxt, Inc. • Pharmaceutical preparations
FIFTH AMENDMENT TO SECURED CREDIT AGREEMENT dated as of December 22, 2021 (this “Amendment”), by and among AiPharma Global Holdings LLC, a Delaware limited liability company (“DE Topco”), AIPHARMA HOLDINGS LIMITED, a company formed under the laws of the British Virgin Islands (“BVI Holdco”), and AIPHARMA ASIA LIMITED, a company formed under the laws of Hong Kong (“HK Opco” and together with DE Topco and BVI Holdco, individually and collectively, the “Borrower”), and Aditxt, Inc., a Delaware corporation (the “Lender”).
THIRD AMENDMENT TO SECURED CREDIT AGREEMENTSecured Credit Agreement • March 31st, 2022 • Aditxt, Inc. • Pharmaceutical preparations
THIRD AMENDMENT TO SECURED CREDIT AGREEMENT dated as of November 30, 2021 (this “Amendment”), between AiPharma Global Holdings LLC, a Delaware limited liability company (“DE Topco”), AIPHARMA HOLDINGS LIMITED, a company formed under the laws of the British Virgin Islands (“BVI Holdco”) and AIPHARMA ASIA LIMITED, a company formed under the laws of Hong Kong (“HK Opco” and together with DE Topco and BVI Holdco, individually and collectively, the “Borrower”) and Aditxt, Inc., a Delaware corporation (the “Lender”).
ContractSecond Amendment • March 31st, 2022 • Aditxt, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT, dated as of December 7, 2021 (this “Amendment”), to that certain Transaction Agreement dated as of October 4, 2021 (as amended hereby and by the First Amendment dated as of December 1, 2021, , the “Transaction Agreement”; and all defined terms used herein that are not otherwise defined are used as defined in the Transaction Agreement), is entered into by and between AiPharma Global Holdings LLC, a Delaware limited liability company (“AiPharma”), and Aditxt, Inc., a Delaware corporation (“Aditxt”, and together with AiPharma, the “Parties” and each, a “Party”).
ContractFourth Amendment • March 31st, 2022 • Aditxt, Inc. • Pharmaceutical preparations
THIS FOURTH AMENDMENT, dated as of December 22, 2021 (this “Amendment”), to that certain Transaction Agreement dated as of October 4, 2021 (as amended by this Amendment and the First Amendment to the Transaction Agreement dated as of December 1, 2021, the Second Amendment to the Transaction Agreement dated as of December 7, 2021, the Third Amendment to the Transaction Agreement dated as of December 17, 2021 the “Transaction Agreement”; and all defined terms used herein that are not otherwise defined are used as defined in the Transaction Agreement), is entered into by and between AiPharma Global Holdings LLC, a Delaware limited liability company (“AiPharma”), and Aditxt, Inc., a Delaware corporation (“Aditxt”, and together with AiPharma, the “Parties” and each, a “Party”).
SECURED CREDIT AGREEMENTSecured Credit Agreement • March 31st, 2022 • Aditxt, Inc. • Pharmaceutical preparations • Delaware
CREDIT AGREEMENT dated as of December 8, 2021 (this “Agreement”), between **** (the “Borrower”) and Aditxt, Inc., a Delaware corporation (the “Lender”).
