Exhibit 10.14


 


NOTE PURCHASE AGREEMENT


 


This Note Purchase Agreement (this “Agreement”)
is dated as of ______________ by and between Aditx Therapeutics, Inc., a Delaware corporation (the “Company”),
and the purchaser identified on the signature pages hereto (the “Purchaser”).


 


WHEREAS, the
Company desires to issue and sell to Purchaser, and Purchaser, desires to purchase from the Company, a promissory note (the “Offering”)
with a principal amount as set forth on the signature pages hereto.


 


NOW, THEREFORE,
in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the Company and Purchaser agree as follows:


 


ARTICLE I.


DEFINITIONS


 


1.1 Definitions.
In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have
the meanings given to such terms in the Note (as defined herein), and (b) the following terms have the meanings set forth in this
Section 1.1:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Board of Directors” means the board
of directors of the Company.


 


“Business
Day” means any day except Saturday, Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.


 


“Closing” means the closing of the
purchase and sale of the Note pursuant to Section 2.1.


 


“Closing
Date” means the Business Day when all of the Transaction Documents have been executed and delivered by the applicable
parties thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Purchase Price and (ii) the Company’s
obligations to deliver the Note have been satisfied or waived.


 


“Company
Counsel” means Sheppard, Mullin, Richter & Hampton LLP, with offices located at 30 Rockefeller Plaza, New York, NY
10112.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Material
Adverse Effect” shall mean (i) a material adverse effect on the legality, validity or enforceability of any Transaction
Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise)
of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform
in any material respect on a timely basis its obligations under any Transaction Document.


 




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“Note”
means the original issue discount promissory note issued by the Company to the Purchaser hereunder, in the form attached hereto
as Exhibit A.


 


“Offering”
shall have the meaning ascribed to such term in the preamble to this Agreement.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


 


“Purchaser Party” shall have the
meaning ascribed to such term in Section 4.8.


 


“Purchase
Price” means the aggregate amount to be paid for the Note purchased hereunder as specified below Purchaser’s name
on the signature page of this Agreement and next to the heading “Purchase Price,” in United States dollars and in immediately
available funds.


 


“Securities Act” means the Securities
Act of 1933, as amended.


 


“Transaction
Documents” means this Agreement, the Note, all exhibits and schedules hereto and any other documents or agreements executed
in connection with the transactions contemplated hereunder.


 


ARTICLE II.


PURCHASE AND SALE


 


2.1 Closing.
Upon satisfaction of the conditions set forth in Sections 2.2 and 2.3, a Closing shall occur at the offices of Company
Counsel or such other location as the parties hereto shall mutually agree.


 


2.2 Deliveries.


 


(a) On
the Closing Date, the Company shall deliver or cause to be delivered to the Purchaser the following:


 


 (i) this Agreement duly executed by the Company; and




 


 (ii) the Note, registered in the name of such Purchaser, in the form set forth as Exhibit A.




 


(b) On
the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company the following:


 


 (i) this Agreement duly executed by such Purchaser; and




 


(ii) such
Purchaser’s Purchase Price by check or wire transfer to the account as specified in writing by the Company.


 




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2.3 Closing
Conditions.


 


(a) The
obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:


 


(i) the
accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein;


 


(ii) all
obligations, covenants and agreements of Purchaser required to be performed at or prior to the Closing Date shall have been performed;
and


 


 (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement.




 


(b) The
respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being
met:


 


(i) the
accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained
herein;


 


(ii) all
obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;


 


(iii) the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and


 


(iv) there
shall have been no Material Adverse Effect with respect to the Company since the date hereof.


 


ARTICLE III.


REPRESENTATIONS AND WARRANTIES


 


3.1 Representations and Warranties of
the Company. The Company hereby represents and warrants as of the date hereof and as of the Closing Date to the Purchaser as
follows:


 


(a) Organization
and Qualification. The Company is an entity duly incorporated or otherwise organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation, with the requisite corporate power and authority to own and use its properties
and assets and to carry on its business as currently conducted. The Company is not in violation or default of any of the provisions
of its certificate of incorporation, bylaws or other organizational or charter documents.


 


(b) Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery
of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby
have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company,
the Board of Directors or the Company’s stockholders in connection therewith other than in connection with the Required Approvals.
Each Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when
delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally,
(ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and
(iii) insofar as indemnification and contribution provisions may be limited by applicable law.


 




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(c) Issuance
of the Note. The Notes are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents,
will be valid obligations of the Company.


 


(d) Capitalization.
All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued
in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive
rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the
Board of Directors or others is required for the issuance and sale of the Note. There are no stockholders agreements, voting agreements
or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge
of the Company, between or among any of the Company’s stockholders.


 


3.2 Representations and Warranties of
the Purchasers. The Purchaser hereby represents and warrants as of the date hereof and as of the Closing Date to the Company
as follows:


 


(a) Organization;
Authority. Each Purchaser: (i) if a natural person, represents that the Purchaser has the full power and authority to execute
and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof;
(ii) if a corporation, partnership, or limited liability company, or association, joint stock company, trust, unincorporated organization
or other entity, represents that such entity was not formed for the specific purpose of acquiring the Note, such entity is duly
organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions
contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents,
such entity has full power and authority to execute and deliver this Agreement and all other related agreements or certificates
and to carry out the provisions hereof and thereof and to purchase and hold the Note, the execution and delivery of this Agreement
has been duly authorized by all necessary action, this Agreement has been duly executed and delivered on behalf of such entity
and is a legal, valid and binding obligation of such entity; or (iii) if executing this Agreement in a representative or fiduciary
capacity, represents that it has full power and authority to execute and deliver this Agreement in such capacity and on behalf
of the subscribing individual, ward, partnership, trust, estate, corporation, or limited liability company or partnership, or other
entity for whom such Purchaser is executing this Agreement, and such individual, partnership, ward, trust, estate, corporation,
or limited liability company or partnership, or other entity has full right and power to perform pursuant to this Agreement and
represents that this Agreement constitutes a legal, valid and binding obligation of such entity. The execution and delivery of
this Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which
the Purchaser is a party or by which it is bound.


 


(b)Purchaser Status.
At the time the Purchaser was offered the Note, it was, and as of the date hereof it is (i) an “accredited investor”
as defined in Rule 501(a) under the Securities Act or (ii)a “qualified institutional buyer” as defined in Rule
144A(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange
Act.


 




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(c) Experience
of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Note, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of
an investment in the Note and, at the present time, is able to afford a complete loss of such investment.


 


ARTICLE IV.


COVENANTS


 


4.1 [Intentionally
omitted].


 


4.2 Non-Public Information.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company
covenants and agrees that neither it, nor any other Person acting on its behalf, will provide any Purchaser or its agents or counsel
with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser
shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and
confirms that the Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.


 


4.3 Use of Proceeds.
The Company shall use the net proceeds from the sale of the Note hereunder for working capital purposes.


 


4.4 Indemnification
of Purchaser. Subject to the provisions of this Section 4.8, the Company will indemnify and hold the Purchaser and its
directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,
agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles
notwithstanding a lack of such title or any other title) of such controlling person (each, a “Purchaser Party”)
harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments,
amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser
Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or
agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against a Purchaser
in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such
Purchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon
a breach of such Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or
understandings such Purchaser may have with any such stockholder or any violations by the Purchaser of state or federal securities
laws or any conduct by such Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action
shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser
Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel
of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel
in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of
such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing,
(ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action
there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of
the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and
expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement
(y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably
withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any
Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party
in this Agreement or in the other Transaction Documents.


 




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ARTICLE V.


MISCELLANEOUS


 


5.1 [Intentionally
omitted].


 


5.2 Expenses.
Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers,
counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation,
execution, delivery and performance of this Agreement. The Company shall pay all fees, stamp taxes and other taxes and duties levied
in connection with the delivery of any Note to the Purchasers.


 


5.3 Entire Agreement.
The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with
respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such
matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


5.4 Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 5:30 p.m. (New York City time)
on a Business Day, (b) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile
at the facsimile number set forth on the signature pages attached hereto on a day that is not a Business Day or later than 5:30
p.m. (New York City time) on any Business Day, (c) the second Business Day following the date of mailing, if sent by U.S. nationally
recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address
for such notices and communications shall be as set forth on the signature pages attached hereto.


 


5.5 Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed,
in the case of an amendment, by the Company and the Purchasers holding at least 50% in interest of the Notes then outstanding or,
in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default
with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future
or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay
or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.


 


5.6 Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.


 


5.7 Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.
The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchaser
(other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser
assigns or transfers any Note, provided that such transferee agrees in writing to be bound, with respect to the transferred Note,
by the provisions of the Transaction Documents that apply to the “Purchasers.”


 




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5.8 No Third-Party
Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


5.9 Governing Law.
All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed
by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of
conflicts of law thereof.


 


5.10 Survival.
The representations and warranties of the parties hereto shall survive the Closing and the delivery of the Note for the applicable
statute of limitations.


 


5.11 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it
being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile
transmission or by e- mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation
of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


 


5.12 Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 


5.13 Replacement
of Note. If the Note purchase hereby is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued
in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor,
a new Note, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant
for a Note under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated
with the issuance of such replacement Note.


 


5.14 Independent
Nature of Purchasers’ Obligations and Rights. The obligations of the Purchaser under any Transaction Document are several
and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any
other Transaction Document, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers
as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are
in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction
Documents. The Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the
rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser
to be joined as an additional party in any proceeding for such purpose. The Purchaser has been represented by its own separate
legal counsel in their review and negotiation of the Transaction Documents. The Company has elected to provide all Purchasers with
the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do
so by the Purchasers.


 




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5.15 Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding
Business Day.


 


5.16 Construction.
The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments hereto.


 


5.17 WAIVER OF JURY
TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH
KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


[SIGNATURE PAGES FOLLOW] 


 




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IN WITNESS WHEREOF, the parties hereto
have caused this Note Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


	ADITX THERAPEUTICS, INC.	Address
    for Notice:
	 	 
	By:__________________________________________	11161 Anderson Street
	 Name: Amro Albanna	Suite 105-10014
	 Title: Chief Executive Officer	Loma Linda, CA 92354
	 	 
	With a copy to (which shall not constitute notice):	 
	 	 
	Sheppard, Mullin, Richter & Hampton LLP	 
	30 Rockefeller Plaza	 
	New York, NY 10112	 
	Attn: Richard Friedman	 


 


[SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 




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IN WITNESS WHEREOF, the undersigned
have caused this Note Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


Principal Amount: $________________


 


Purchase Price: $________________


 






If the Purchaser is an INDIVIDUAL, and if
purchased as JOINT TENANTS, as TENANTS IN COMMON, or as 

COMMUNITY PROPERTY:


 


Purchaser:


 





	 	 	 	 	 
	Print Name	 	 	 	Social Security Number
	 	 	 	 	 
	 	 	 	 	 
	Signature	 	Date	 	Mailing Address
	 	 	 	 	 
	Co-Purchaser (if applicable):	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Print Name	 	 	 	Social Security Number
	 	 	 	 	 
	 	 	 	 	 
	Signature	 	Date	 	Address (if different from above)












 


If the Purchaser
is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST:


 


	 	 	 
	Name
    of Partnership, Corporation,	 	Federal
    Taxpayer Identification
	Limited
    Liability Company or Trust	 	Number
	 	 	 
	By:	 	 	 	 
	 	Name:	 	 	 	Date
	 	Title:	 	 	 	 
	 	 	 	 	 	Business
    Address


 




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EXHIBIT A


 


FORM OF NOTE


 


 


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