8% SENIOR SECURED CONVERTIBLE DEBENTURESCOLR Pharma, Inc. • July 7th, 2011 • In vitro & in vivo diagnostic substances • New York
THIS 8% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Senior Secured Convertible Debentures of SCOLR Pharma, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 19204 North Creek Parkway, Suite 100, Bothell, Washington 98011, designated as its 8% Senior Secured Convertible Debenture due 2 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
COMMON STOCK PURCHASE WARRANT To Purchase 1,195,200 Shares of Common Stock of SCOLR Pharma, Inc.Common Stock Purchase • July 7th, 2011 • SCOLR Pharma, Inc. • In vitro & in vivo diagnostic substances
THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, Taglich Brothers, Inc. (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 date that is six (6) months from the date hereof, but not before, and on or before the close of business on the Termination Date (as defined below) but not thereafter, to subscribe for and purchase from SCOLR Pharma, Inc. a corporation incorporated in the State of Delaware (the “Company”), up to 1,195,200 shares (the “Warrant Shares”) of common stock of the Company (the “Common Stock”). The purchase price for each full share of Common Stock (the “Exercise Price”) under this Warrant shall be $0.0625, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. As used herein “Termination Date” shall mean June 30, 2016. Capitalized
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 7th, 2011 • SCOLR Pharma, Inc. • In vitro & in vivo diagnostic substances • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 16, 2011, between SCOLR Pharma, 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”).
SECURITY AGREEMENTSecurity Agreement • July 7th, 2011 • SCOLR Pharma, Inc. • In vitro & in vivo diagnostic substances • New York
This SECURITY AGREEMENT, dated as of June 16, 2011 (this “Agreement”), is among SCOLR Pharma, Inc., a Delaware corporation (the “Company” or the “Debtor”), and the holders of the Company’s 8% Senior Secured Convertible Debentures due two years following their issuance, in the original aggregate principal amount up to $1,750,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
