0001558370-24-013246 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 11th, 2024 • Bio-Path Holdings, Inc. • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 8, 2024, by and between Bio-Path Holdings, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 11th, 2024 • Bio-Path Holdings, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 8, 2024, between Bio-Path Holdings, 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”).

SERIES B COMMON STOCK PURCHASE WARRANT BIO-PATH HOLDINGS, INC.
Warrant Agreement • October 11th, 2024 • Bio-Path Holdings, Inc. • Pharmaceutical preparations

THIS SERIES B 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 at any time on or after the Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the twenty-four (24) months anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bio-Path Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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 AGENT COMMON STOCK PURCHASE WARRANT BIO-PATH HOLDINGS, INC.
Placement Agent Common Stock Purchase Agreement • October 11th, 2024 • Bio-Path Holdings, Inc. • Pharmaceutical preparations

THIS PLACEMENT AGENT 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 at any time on or after the Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bio-Path Holdings, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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). This Warrant is issued pursuant to that cer

PREFUNDED COMMON STOCK PURCHASE WARRANT BIO-PATH HOLDINGS, INC.
Prefunded Common Stock Purchase Agreement • October 11th, 2024 • Bio-Path Holdings, Inc. • Pharmaceutical preparations

THIS PREFUNDED 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 set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Bio-Path Holdings, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).

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