UNDERWRITER COMMON STOCK PURCHASE WARRANT TENAX THERAPEUTICS, INC.Tenax Therapeutics, Inc. • December 11th, 2018 • Services-commercial physical & biological research • New York
THIS UNDERWRITER 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 5:00 p.m. (New York City time) on December 7, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), up to 207,253 shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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 by the Company as of the date hereof pursuant to Section 2.3(iv) of the Underwriting Agreement, dated as of December 7, 2018 (the “Underwriting Agreement”), between the Company and Ladenburg Thalmann & Co. Inc. (“Ladenb
5,181,346 SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO 5,181,346 SHARES OF COMMON STOCK), AND 10,362,692 WARRANTS (EXERCISABLE FOR 10,362,692 SHARES OF COMMON STOCK) OF TENAX THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 11th, 2018 • Tenax Therapeutics, Inc. • Services-commercial physical & biological research • New York
The undersigned, Tenax Therapeutics, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Tenax Therapeutics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
Tenax Therapeutics, Inc. and Direct Transfer LLC, as Warrant Agent Warrant Agency Agreement Dated as of December 11, 2018 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • December 11th, 2018 • Tenax Therapeutics, Inc. • Services-commercial physical & biological research • New York
WARRANT AGENCY AGREEMENT, dated as of December 11, 2018 (“Agreement”), between Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and Direct Transfer LLC, a Delaware limited liability company (the “Warrant Agent”).
