SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 18th, 2024 • Aditxt, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 12, 2024 is by and among Evofem Biosciences, Inc., a Delaware corporation with offices located at 7770 Regents Road, Suite 113-618, San Diego, CA 92122 (the “Company”), and Aditxt, Inc. (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 18th, 2024 • Aditxt, Inc. • Pharmaceutical preparations
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 12, 2024, is by and among Evofem Biosciences, Inc., a Delaware corporation with offices located at 7770 Regents Road, Suite 113-618, San Diego, CA 92122 (the “Company”), and the undersigned buyer (“Buyer”).
ContractSecurity Agreement • July 18th, 2024 • Aditxt, Inc. • Pharmaceutical preparations • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 18(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among ADITXT, INC., ADIFEM, INC., FKA ADICURE, INC. and EVOFEM BIOSCIENCES, INC. Dated as of July 12, 2024Agreement and Plan of Merger • July 18th, 2024 • Aditxt, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of July 12, 2024 (this “Agreement”), by and among Aditxt, Inc., a Delaware corporation (“Parent”), Adifem, Inc., formerly known as Adicure, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Evofem Biosciences, Inc., a Delaware corporation (the “Company”).
EVOFEM BIOSCIENCES, INC. WAIVER AGREEMENTWaiver Agreement • July 18th, 2024 • Aditxt, Inc. • Pharmaceutical preparations • Delaware
THIS WAIVER AGREEMENT (this “Waiver Agreement”) is made as of July 12, 2024 by and between Evofem Biosciences, Inc. a Delaware corporation (the “Company”), and Aditxt, Inc., a Delaware corporation (the “Parent”) Adifem, Inc., f/k/a Adicure, Inc., a Delaware corporation (“Merger Sub” and together with the Company and Parent, the “Parties” and each a “Party”).
