FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 9th, 2024 • Aditxt, Inc. • Pharmaceutical preparations
This First Amendment to the Asset Purchase Agreement (the “First Amendment”) is dated January 4, 2024, and made by and among Aditxt, Inc., a corporation organized under the laws of the State of Delaware (“Parent”), Pearsanta, Inc., a corporation organized under the laws of the State of Delaware (“Pearsanta”) (collectively, Parent and Pearsanta, the “Purchaser Parties”), and MDNA Life Sciences, Inc., a corporation organized under the laws of the State of Delaware (the “Company”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Purchase Agreement (as such term is defined hereunder).
ContractFirst Amendment • January 9th, 2024 • Aditxt, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT, dated as of January 8, 2024 (this “Amendment”), to that certain Agreement and Plan of Merger dated as of December 11, 2023 (as amended hereby, the “Merger Agreement”; and all defined terms used herein that are not otherwise defined herein shall have the meanings set forth in the Merger Agreement), is entered into by and among Aditxt, Inc., a Delaware corporation (“Parent”), Adicure, Inc., a Delaware corporation (“Merger Sub”) and Evofem Biosciences, Inc., a Delaware corporation (the Company”, and, together with Parent and Merger Sub, the “Parties” and each, a “Party”).
COMMON STOCK PURCHASE WARRANT ADITXT, INC.Purchase Agreement • January 9th, 2024 • Aditxt, Inc. • 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 4, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aditxt, Inc., a Delaware corporation (the “Company”), up to Fifty Thousand (50,000) 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).
