0001140361-25-017011 Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 2nd, 2025 • PDS Biotechnology Corp • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 30, 2025, between PDS Biotechnology Corporation, a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT PDS BIOTECHNOLOGY CORPORATIONCommon Stock Purchase Warrant • May 2nd, 2025 • PDS Biotechnology Corp • 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 _______, 20352 (the “Termination Date”) but not thereafter, to subscribe for and purchase from PDS Biotechnology Corporation, a Delaware corporation (the “Company”), up to _______3 shares (as subject to adjusted 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).
SECURITY AGREEMENTSecurity Agreement • May 2nd, 2025 • PDS Biotechnology Corp • Pharmaceutical preparations
This SECURITY AGREEMENT, dated as of April 30, 2025 (this “Agreement”), is made by PDS Biotechnology Corporation, a Delaware corporation (the “Company”), and the Subsidiaries of the Company party hereto from time to time (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) in favor of the JGB Collateral LLC, a Delaware limited liability company (the “Collateral Agent”), on behalf of the holders of the Company’s Senior Secured Convertible Debentures Due April 30, 2028, in the original aggregate principal amount of $22,222,222 (as amended, restated, supplemented or otherwise modified from time to time, collectively, the “Debentures”) (including their permitted transferees and assigns, collectively, the “Secured Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 2nd, 2025 • PDS Biotechnology Corp • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 30, 2025, between PDS Biotechnology Corporation, a Delaware corporation (the “Company”), each buyer identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and collectively, the “Buyers”), and JGB Collateral LLC, a Delaware limited liability company, as Collateral Agent.
SENIOR SECURED CONVERTIBLE DEBENTURE DUE [__], 2028Convertible Security Agreement • May 2nd, 2025 • PDS Biotechnology Corp • Pharmaceutical preparations • New York
THIS SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Senior Secured Convertible Debentures of PDS Biotechnology Corporation, a Delaware corporation (the “Company”), having its principal place of business at 303A College Road East, Princeton, NJ 08540, designated as its Senior Secured Convertible Debenture due [___], 2028 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • May 2nd, 2025 • PDS Biotechnology Corp • Pharmaceutical preparations • New York
SUBSIDIARY GUARANTEE, dated as of April 30, 2025 (this “Guaranty”), and made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of JGB Collateral LLC, a Delaware limited liability company (the “Collateral Agent”), on behalf of holders those Senior Secured Convertible Debentures Due April 30, 2028, in the original aggregate principal amount of $22,222,222 (as amended, restated, supplemented or otherwise, collectively, the “Debentures”)(including their permitted transferees and assigns, collectively, the “Secured Parties”).