COMMON STOCK PURCHASE WARRANT ADITXT, INC.Aditxt, Inc. • January 5th, 2024 • 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 5:00 p.m. (New York City time) on January 3, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aditxt, 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 5th, 2024 • Aditxt, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 29, 2023, between Aditxt, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2024 • Aditxt, Inc. • Pharmaceutical preparations
The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 7th, 2023 • Aditxt, Inc. • Pharmaceutical preparations • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July [*], 2023, by and between ADITXT, INC., a Delaware corporation, with headquarters located at 737 N. Fifth Street, Suite 200, Richmond, VA 23219 (the “Company”), and [*], a [*], with its address at [*] (the “Buyer”).
UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2021 • Aditxt, Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 28th, 2023 • Aditxt, Inc. • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ____, 2023, by and between ADITXT, INC., a Delaware corporation (the “Company”), and (together with its permitted assigns, the “Investor”). _________., a ___________ company used herein and not otherwise defined herein shall have the respective meanings set forth in the securities purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 26th, 2021 • Aditx Therapeutics, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 25, 2021, is by and among Aditx Therapeutics, Inc., a Delaware corporation, with offices located at 2569 Wyandotte Street, Suite 101, Mountain View, CA 94043 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
COMMON STOCK PURCHASE WARRANT ADITXT, INC.Common Stock Purchase Warrant • August 10th, 2022 • Aditxt, Inc. • Pharmaceutical preparations • Delaware
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the senior secured promissory note in the principal amount of $[*] to the Holder (as defined below) of even date) (the “Note”), [*] (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during the Exercise Period, to purchase from ADITXT, INC., a Delaware corporation (the “Company”), [*] shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated August 4, 2022, by and among the Company and the Holder (the “Purchase Agreement”). In the event the Exercise Price (as def
SECURITY AGREEMENTSecurity Agreement • July 28th, 2023 • Aditxt, Inc. • Pharmaceutical preparations
This SECURITY AGREEMENT, dated as of _____, 2023 Is “Agreement”), is among Aditxt, 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 ____% Secured Promissory Notes (the “Lenders”), in the original aggregate principal amount of up to $__________ (the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 26th, 2023 • Aditxt, Inc. • Pharmaceutical preparations
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 26, 2023, is by and among Aditxt, Inc., a Delaware corporation with offices located at 737 N. Fifth Street, Suite 200, Richmond, VA 23219 (the “Company”), and the undersigned Investors (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 30th, 2024 • Aditxt, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 24, 2024 between Aditxt, 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”).
COMMON STOCK PURCHASE WARRANT ADITXT, INC.Common Stock Purchase Warrant • September 7th, 2022 • Aditxt, Inc. • Pharmaceutical preparations • Delaware
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with that certain fee letter, dated as of August 31, 2022 (the “Fee Letter”), between ADITXT, INC., a Delaware corporation (the “Company”) and _______________ (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during the Exercise Period, to purchase from the Company, ___________ (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) shares of common stock of the Company, par value per share $0.001 (the “Common Stock” at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with the Fee Letter. In the event the Exercise Price (as defined in this Warrant) is reduced for any reason, including but not limited to pur
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • August 30th, 2021 • Aditxt, Inc. • Pharmaceutical preparations • Florida
This letter (this “Agreement”) constitutes the agreement between Aditxt, Inc. (the “Company”) and Dawson James Securities, Inc. (“Dawson”) pursuant to which Dawson shall serve as the placement agent (the “Placement Agent”) (the “Services”), for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that Dawson’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Dawson to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Dawson placing the Securities.
AT THE MARKET OFFERING AGREEMENT December 20, 2022The Market Offering Agreement • December 20th, 2022 • Aditxt, Inc. • Pharmaceutical preparations • New York
Aditxt, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
ContractCommon Stock Purchase Warrant • August 28th, 2020 • ADiTx Therapeutics, Inc. • Pharmaceutical preparations • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2020 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) DAWSON JAMES SECURITIES, INC., OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF DAWSON JAMES SECURITIES, INC.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • August 7th, 2018 • ADiTx Therapeutics, Inc. • Pharmaceutical preparations • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of August ___, 2018 (the “Issuance Date”) between ADITX THERAPEUTICS, INC., a company incorporated under the laws of the State of Delaware (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
SERIES B-1 WARRANT AGENT AGREEMENTWarrant Agent Agreement • September 14th, 2020 • ADiTx Therapeutics, Inc. • Pharmaceutical preparations • New York
This Series B-1 Warrant Agent Agreement (this “Warrant Agreement”), dated as of September 4, 2020 (the “Issuance Date”) between Aditx Therapeutics, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
COMMON STOCK PURCHASE WARRANT ADITXT, INC.Aditxt, Inc. • September 14th, 2022 • Pharmaceutical preparations • Delaware
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the senior secured promissory note in the principal amount of $________ to the Holder (as defined below) of even date) (the “Note”), ______________, a _____________ (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during the Exercise Period, to purchase from ADITXT, INC., a Delaware corporation (the “Company”), _________ shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated ________, 2022, by and among the Company and the Holder (the “Purchase Agreement”).
EXECUTIVE AGREEMENTExecutive Agreement • February 26th, 2021 • Aditx Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Executive Agreement (the “Agreement”) is made and entered into effective as of February 24, 2021 (the “Effective Date”), by and between Amro Albanna (the “Executive”) and Aditx Therapeutics, Inc., a Delaware corporation (the “Company”).
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • July 28th, 2023 • Aditxt, Inc. • Pharmaceutical preparations • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July __, 2023, by and between ADITXT, INC., a Delaware corporation, with headquarters located at 737 N. Fifth Street, Suite 200, Richmond, VA 23219 (the “Company”), and _______, a ________ company (the “Buyer”).
Business Loan and Security Agreement January 24, 2024Aditxt, Inc. • January 30th, 2024 • Pharmaceutical preparations • Delaware
This Business Loan and Security Agreement Supplement is part of (and incorporated by reference into) the Business Loan and Security Agreement. Borrower should keep this important legal document for Borrower’s records.
Aditxt, Inc. Series C Preferred Stock SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENTSubscription and Investment Representation Agreement • July 14th, 2023 • Aditxt, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT, dated as of July 11, 2023, is by and between Aditxt, Inc., a Delaware corporation (the “Company”), and the undersigned subscriber (the “Subscriber”). In consideration of the mutual promises contained herein, and other good, valuable and adequate consideration, the parties hereto agree as follows:
UNSECURED PROMISSORY NOTEAditxt, Inc. • May 31st, 2023 • Pharmaceutical preparations • California
FOR VALUE RECEIVED, the undersigned, ADITXT, INC., a Delaware corporation (together with its successors and assigns, the “Borrower”), hereby promises to pay to the order of Amro Albanna, an individual (together with his successors and assigns, the “Lender”), at the Lender’s offices at 737 N. Fifth Street, Suite 200, Richmond, Virginia (or such other place as the Lender may designate in writing to the Borrower), the aggregate principal sum of Two Hundred Thousand dollars ($200,000.00), with interest, upon the terms and subject to the conditions of this unsecured promissory note (the “Note”) as set forth below. The Lender and Borrower collectively shall be referred to as the “Parties.”
ADITXT, INC. UNDERWRITING AGREEMENT October 18, 2021Underwriting Agreement • October 20th, 2021 • Aditxt, Inc. • Pharmaceutical preparations • New York
The undersigned, Aditxt, Inc., a corporation formed under the laws of the state of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Revere Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter” and to the extent there is only a single Underwriter, the term “Underwriters” shall be deemed to refer to the single Underwriter, mutatis mutandis) as follows:
SECURITY AGREEMENTSecurity Agreement • May 16th, 2022 • Aditxt, Inc. • Pharmaceutical preparations
THIS SECURITY AGREEMENT (this “Agreement”), dated as of March 31, 2022, is made by CELLVERA DEVELOPMENT LLC, a Delaware limited liability company f/k/a AIPHARMA DEVELOPMENT LLC (“Grantor”) in favor of ADITXT, INC., a Delaware corporation (“Secured Party”), with reference to the following facts:
UNDERWRITING AGREEMENTUnderwriting Agreement • August 7th, 2018 • ADiTx Therapeutics, Inc. • Pharmaceutical preparations • New York
ContractADiTx Therapeutics, Inc. • May 14th, 2020 • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH WARRANTS AND SHARES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
SERIES A WARRANT AGENT AGREEMENTSeries a Warrant Agent Agreement • June 25th, 2020 • ADiTx Therapeutics, Inc. • Pharmaceutical preparations • New York
This Series A Warrant Agent Agreement (this “Warrant Agreement”), dated as of [__], 2020 (the “Issuance Date”) between Aditx Therapeutics, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
SERIES B WARRANT AGENT AGREEMENTSeries B Warrant Agent Agreement • June 25th, 2020 • ADiTx Therapeutics, Inc. • Pharmaceutical preparations • New York
This Series B Warrant Agent Agreement (this “Warrant Agreement”), dated as of [__], 2020 (the “Issuance Date”) between Aditx Therapeutics, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
ContractAditxt, Inc. • August 30th, 2021 • Pharmaceutical preparations • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING AUGUST 26, 2021 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) DAWSON JAMES SECURITIES, INC. OR A PLACEMENT AGENT OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS WARRANT WAS ISSUED TO THE PLACEMENT AGENT AS CONSIDERATION (“OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF DAWSON JAMES SECURITIES, INC. OR OF ANY SUCH PLACEMENT AGENT OR SELECTED DEALER.
CONSULTING AGREEMENTConsulting Agreement • December 22nd, 2023 • Aditxt, Inc. • Pharmaceutical preparations • Delaware
This consulting agreement (“Agreement”) is entered into as of December 19, 2023 (the “Effective Date”) between [ ] (“Consultant”) and ADITXT, INC., a Delaware corporation (“COMPANY”) (collectively, the “Parties”).
PATENT & TECHNOLOGY LICENSE AGREEMENTPatent & Technology License Agreement • May 14th, 2020 • ADiTx Therapeutics, Inc. • Pharmaceutical preparations • California
This Patent and Technology License Agreement (“Agreement”) is effective on March 15, 2018 (the “Effective Date”) and is entered by and between Loma Linda University (“LLU”), a California Religious Institution, whose address is 24887 Taylor Street, Suite 201, Loma Linda, California 92354, and ADiTx Therapeutics, Inc., a Delaware C Corporation, with its principal place of business at 11161 Anderson St., Suite 105-10014, Loma Linda, CA 92354 (“Licensee”) (collectively, “Parties”, or singly, “Party”).
CONSULTING AGREEMENTConsulting Agreement • May 14th, 2020 • ADiTx Therapeutics, Inc. • Pharmaceutical preparations • Maryland
This consulting agreement (“Agreement”) is effective as of March 1, 2018 by and between ADiTx Therapeutics, Inc. (“Client”) and Canyon Ridge Development LLC doing business as Mission Critical Solutions International (“Consultant”). Client and Consultant together may be referred to hereunder as the “Parties”.
Agreement for the Purchase and Sale of Future ReceiptsAuthorization Agreement • October 11th, 2023 • Aditxt, Inc. • Pharmaceutical preparations • New York
Form of Business Entity: ☒ Corporation; ☐ Limited Liability Company; ☐ Partnership; ☐ Limited Partnership; ☐ Limited Liability Partnership; ☐ Sole Proprietorship; ☐ Other:
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • July 3rd, 2018 • ADiTx Therapeutics, Inc. • Pharmaceutical preparations • West Virginia
This Escrow Deposit Agreement (this “Agreement”) dated as of this 3rd day of July, 2018, by and among ADITX THERAPEUTICS, INC., a Delaware corporation (the “Company”), having an address at 11161 Anderson Street, Suite 105-10014, Loma Linda, CA 92354, NETWORK 1 FINANCIAL SECURITIES, INC. (the “Underwriter”), having an address at 2 Bridge Avenue, Suite 241, Red Bank, NJ 07701, and MVB BANK, INC., a West Virginia corporation (the “Escrow Agent”), having its headquarters at 301 Virginia Ave, Fairmont, WV 26554. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Offering Statement on Form 1-A, dated March 30, 2018, filed with the U.S. Securities and Exchange Commission (the “SEC”), including all amendments, attachments, schedules and exhibits thereto (the “Offering Statement”).
