0001654954-23-001107 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 31st, 2023 • Tenax Therapeutics, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of [•], 2023, 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”).

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TENAX THERAPEUTICS, INC. and DIRECT TRANSFER LLC as Warrant Agent Warrant Agency Agreement Dated as of [•], 2023 WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • January 31st, 2023 • Tenax Therapeutics, Inc. • Pharmaceutical preparations • New York

WARRANT AGENCY AGREEMENT, dated as of [•], 2023 (“Agreement”), between Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and Direct Transfer LLC, a Delaware limited liability trust company (the “Warrant Agent”).

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PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • January 31st, 2023 • Tenax Therapeutics, Inc. • Pharmaceutical preparations • New York
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LEAK-OUT AGREEMENT
Leak-Out Agreement • January 31st, 2023 • Tenax Therapeutics, Inc. • Pharmaceutical preparations

This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and among Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”).

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