SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 23rd, 2023 • Adhera Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of ______________, by and between Adhera Therapeutics, Inc., a Delaware corporation (the “Company”), and each lender party that executes the signature page hereto as a purchaser (each, a “Purchaser” and collectively, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • February 23rd, 2023 • Adhera Therapeutics, Inc. • Pharmaceutical preparations
This SECURITY AGREEMENT, dated as of _______________ (this “Agreement”), is among Adhera Therapeutics, Inc., a Delaware corporation (the “Company”), all of the subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s Original Issue Discount Senior Secured Promissory Notes (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
COMMON STOCK PURCHASE WARRANTSecurity Agreement • February 23rd, 2023 • Adhera Therapeutics, 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 hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth year six month anniversary ([●], 2028) of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Adhera Therapeutics, Inc., a Delaware corporation (the “Company”), up to [●] shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant issued pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) entered into as of the Initial Exercise Date between the Company and the initial Holder.
original issue discount SENIOR SECURED PROMISSORY NOTESecurity Agreement • February 23rd, 2023 • Adhera Therapeutics, Inc. • Pharmaceutical preparations
THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED PROMISSORY NOTE is duly authorized and validly issued at an original issue discount by ADHERA THERAPEUTICS, INC., a Delaware corporation (the “Company”) (the “Note”).
