SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 1st, 2024 • Tenax Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [•], 2024, between Tenax Therapeutics, 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”).
TENAX THERAPEUTICS, INC. and DIRECT TRANSFER LLC as Warrant Agent Warrant Agency Agreement Dated as of [•], 2024 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • February 1st, 2024 • Tenax Therapeutics, Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of [•], 2024 (“Agreement”), between Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and Direct Transfer LLC, a Delaware limited liability trust company (the “Warrant Agent”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 1st, 2024 • Tenax Therapeutics, Inc. • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANTTenax Therapeutics, Inc. • February 1st, 2024 • Pharmaceutical preparations • New York
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 5:00 p.m. (New York City time) on [•], 20291 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), up to [•] 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 shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to r
