SHARES OF COMMON STOCK AND _____________ WARRANTS OF APRICUS BIOSCIENCES, INC. UNDERWRITING AGREEMENTApricus Biosciences, Inc. • April 20th, 2017 • Pharmaceutical preparations • New York
Company FiledApril 20th, 2017 Industry JurisdictionThe undersigned, Apricus Biosciences, Inc., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Apricus Biosciences, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.