SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 29th, 2018 • Apricus Biosciences, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 28, 2018, between Apricus Biosciences, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANTApricus Biosciences, Inc. • March 29th, 2018 • Pharmaceutical preparations • New York
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 Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on March 28, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Apricus Biosciences, Inc., a Nevada corporation (the “Company”), up to __________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (the “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).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • March 29th, 2018 • Apricus Biosciences, Inc. • Pharmaceutical preparations • New York
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 Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on the five year anniversary of the Initial Exercise date, provided, however, if such date is not a Trading Day, the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Apricus Biosciences, Inc., a Nevada corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (the “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).
March 27, 2018Letter Agreement • March 29th, 2018 • Apricus Biosciences, Inc. • Pharmaceutical preparations • New York
This letter agreement (this “Agreement”) constitutes the agreement between Apricus Biosciences, Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), that Wainwright shall serve as the exclusive agent, advisor or underwriter in any offering (each, an “Offering”) of securities of the Company (the “Securities”) during the Term (as defined below) of this Agreement. The terms of each Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing herein implies that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation to issue any Securities. It is understood that Wainwright’s assistance in an Offering will be subject to the satisfactory completion of such investigation and inquiry into the affairs of the Company as Wainwright deems appropriate under the circumstances and to the receipt of all internal approvals of Wainwright in c
APRICUS BIOSCIENCES, INC. AMENDMENT TO WARRANT TO PURCHASE COMMON STOCKPurchase Common Stock • March 29th, 2018 • Apricus Biosciences, Inc. • Pharmaceutical preparations • New York
This Amendment to Warrant to Purchase Common Stock (this “Amendment”), dated as of March 27, 2018 (the “Effective Date”), is being entered into by and between Apricus Biosciences, Inc., a Nevada corporation (the “Company”) and the signatories hereto who are holders of certain warrants (each, a “Holder”).
