COMMON STOCK PURCHASE WARRANT180 Life Sciences Corp. • February 24th, 2021 • Pharmaceutical preparations
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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 23, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from 180 Life Sciences Corp., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 24th, 2021 • 180 Life Sciences Corp. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 19, 2021, between 180 Life Sciences Corp., 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 24th, 2021 • 180 Life Sciences Corp. • Pharmaceutical preparations
The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:
LOCK-UP AGREEMENTLock-Up Agreement • February 24th, 2021 • 180 Life Sciences Corp. • Pharmaceutical preparations • New York
January 26, 2021 VIA ELECTRONIC DELIVERY James N. Woody, M.D., Ph.D. Chief Executive Officer Ozan Pamir Chief Financial Officer Menlo Park, CA 94025 Re: Follow-On Offering Gentlemen:180 Life Sciences Corp. • February 24th, 2021 • Pharmaceutical preparations
This engagement letter states certain conditions and assumptions upon which the Offering is premised. However, except as expressly provided for herein, this engagement letter is not intended to be a binding legal document, with the exception of those specific sections of this engagement letter that are agreed to be binding. All references in this engagement letter to dollars or $ shall mean United States dollars.
VIA ELECTRONIC DELIVERY James N. Woody, M.D., Ph.D. Chief Executive Officer Ozan Pamir Chief Financial Officer Menlo Park, CA 94025180 Life Sciences Corp. • February 24th, 2021 • Pharmaceutical preparations
This letter (this “Amendment”) amends the engagement letter dated January 26, 2021 (the “Agreement”), between 180 Life Sciences Corp. (the “Company”) and Maxim Group LLC (“Maxim”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Agreement.
