SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 25th, 2024 • Eterna Therapeutics Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 24, 2024, between Eterna Therapeutics Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT ETERNA THERAPEUTICS INC.Pre-Funded Warrant Agreement • September 25th, 2024 • Eterna Therapeutics Inc. • Pharmaceutical preparations
THIS PRE-FUNDED 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”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Eterna Therapeutics Inc., a Delaware corporation (the “Company”), up to the number of shares of Common Stock set forth above adjacent to “Warrant Shares” (as subject to adjustment hereunder, the “Warrant Shares”). 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).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT ETERNA THERAPEUTICS INC.Pre-Funded Securities Agreement • September 25th, 2024 • Eterna Therapeutics Inc. • Pharmaceutical preparations
THIS PRE-FUNDED 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”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Eterna Therapeutics Inc., a Delaware corporation (the “Company”), up to the number of shares of Common Stock set forth above adjacent to “Warrant Shares” (as subject to adjustment hereunder, the “Warrant Shares”). 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).
EXCHANGE AGREEMENTExchange Agreement • September 25th, 2024 • Eterna Therapeutics Inc. • Pharmaceutical preparations • New York
This Exchange Agreement (this “Agreement”) is entered into as of September 24, 2024 by and between Eterna Therapeutics Inc., a Delaware corporation (the “Company”), and the holder of Convertible Notes (as defined below) and/or Warrants (as defined below) identified on the signature page hereto (“Holder”).
Eterna Therapeutics Inc.Exchange Agreement • September 25th, 2024 • Eterna Therapeutics Inc. • Pharmaceutical preparations
ETERNA THERAPEUTICS INC. DUE SEPTEMBER 24, 2025Convertible Security Agreement • September 25th, 2024 • Eterna Therapeutics Inc. • Pharmaceutical preparations • New York
FOR VALUE RECEIVED, Eterna Therapeutics Inc., a Delaware corporation (the “Company”), hereby promises to pay to ____________________ or its registered assigns (the “Holder”) the amount set forth above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise or increased by the payment of interest pursuant to Section 2, the “Principal”) when due, whether upon the Maturity Date (as defined below), or upon acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”), if applicable, on any outstanding Principal, in accordance with the terms hereof, from the date set out above as the Issuance Date (the “Issuance Date”), to, but not including, the date on which the same becomes due and payable, whether upon the Maturity Date, acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Senior Convertible Note (including al
SUPPORT AGREEMENTSupport Agreement • September 25th, 2024 • Eterna Therapeutics Inc. • Pharmaceutical preparations • New York
This Support Agreement (this “Agreement”), dated as of September 24, 2024 (the “Effective Date”), is entered into by and between Eterna Therapeutics Inc., a Delaware corporation (the “Company”), and the stockholder listed on the signature page hereto under the heading “Stockholder” (“Stockholder”).
Note PURCHASE AGREEMENTNote Purchase Agreement • September 25th, 2024 • Eterna Therapeutics Inc. • Pharmaceutical preparations • New York
This Note Purchase Agreement (this “Agreement”) is dated as of September 24, 2024, between Eterna Therapeutics Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
