8% SENIOR SECURED CONVERTIBLE DEBENTURE DUE JUNE 30, 2013Convertible Security Agreement • June 15th, 2012 • SCOLR Pharma, Inc. • 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 13400 NE 20th Street, Suite 44, Bellevue, Washington 98005, designated as its 8% Senior Secured Convertible Debenture due June, 2013 and issued in offerings completed in June 2011 and on or about the date hereof (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
COMMON STOCK PURCHASE WARRANT To Purchase 1,350,000 Shares of Common Stock of SCOLR Pharma, Inc.Common Stock Purchase Warrant • June 15th, 2012 • 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 1,350,000 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 • June 15th, 2012 • SCOLR Pharma, Inc. • In vitro & in vivo diagnostic substances • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 4, 2012, 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”).
JOINDER TO SECURITY AGREEMENTJoinder Agreement to Security Agreement • June 15th, 2012 • SCOLR Pharma, Inc. • In vitro & in vivo diagnostic substances • New York
THIS JOINDER AGREEMENT TO SECURITY AGREEMENT (this “Joinder”) is executed as of May 4, 2012 (the “Effective Date”) by the undersigned holder of the 8% Senior Secured Convertible Debenture due June 30, 2012 of SCOLR Pharma, Inc. (the “Company”).
SCOLR PHARMA, INC. CONSENT, WAIVER AND FORBEARANCE AGREEMENTConsent, Waiver and Forbearance Agreement • June 15th, 2012 • SCOLR Pharma, Inc. • In vitro & in vivo diagnostic substances • New York
WHEREAS, in June 2011, SCOLR Pharma, Inc. (the “Company”) issued an aggregate original principal amount of $1,195,200 (the “Original Offering”) of its 8% Senior Secured Convertible Debentures due June 2013 (the “Original Debentures”) pursuant to a Securities Purchase Agreement among the Company and the Purchasers of the Original Debentures named therein (the “Securities Purchase Agreement”);
