Freebird Partners LP - 14 Dec 2023 Form 4 Insider Report for Eterna Therapeutics Inc. (ERNA)

Footnote F1

On December 14, 2023, Freebird Partners LP, a Texas limited partnership ("Freebird Partners"), entered into that certain Securities Purchase Agreement (the "Agreement"), pursuant to which the Eterna Therapeutics Inc. (the "Company") amended all outstanding warrants issued to the Reporting Persons (as defined below) on each of December 2, 2022, and July 13, 2023, such that the exercise price was lowered to $1.43 per share. The reduction in exercise price is reflected on this Form 4 as cancellation of the old derivative security and a re-grant of the new derivative security at the new exercise price.

Footnote F2

This report is filed jointly by Freebird Partners, Freebird Investments LLC, a Texas limited liability company ("Freebird Investments"), and Curtis W. Huff (each a "Reporting Person" and collectively, the "Reporting Persons") in connection with their respective direct and indirect ownership of common stock, par value $0.005 ("Common Stock") of the Company. These securities of the Company are held of record by Freebird Partners. Freebird Investments serves as the general partner of Freebird Partners. Curtis W. Huff is the sole member of Freebird Investments. By virtue of these relationships, each of Freebird Investments and Mr. Huff may be deemed to share beneficial ownership of the securities held of record by Freebird Partners.

Footnote F3

Pursuant to the Agreement, on December 14, 2023, Freebird Partners agreed to purchase, and the Company agreed to sell, for an aggregate purchase price of $1,000,000, (i) a Senior Convertible Note in the principal amount of $1,000,000 (the "Note") with a five (5) year term, and (ii) a warrant to purchase up to 1,041,992 shares of Common Stock (the "Warrant" and such transactions the "Transactions"). The Transactions closed on December 15, 2023. The Note may be converted at any time and from time to time after December 15, 2023, at the option of the holder, at a conversion price of $1.9194 per share of Common Stock, to the extent that after giving effect to such conversion the Reporting Persons and their affiliates would beneficially own, for purposes of Section 13(d) of Securities Exchange Act of 1934, as amended (the "Exchange Act"), no more than 19.99% of the outstanding shares of Common Stock of the Company. The Warrant became exercisable on December 15, 2023, and may be exercised

Footnote F4

(Continued from footnote 3) through December 15, 2028, at an exercise price of $1.43 per share of Common Stock, to the extent that after giving effect to such exercise the Reporting Persons and their affiliates would beneficially own, for purposes of Section 13(d) of the Exchange Act, no more than 19.99% of the outstanding shares of Common Stock of the Company.