SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 22nd, 2022 • 180 Life Sciences Corp. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 20, 2022, 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”).
FORM OF CERTIFICATED WARRANT] PRE-FUNDED COMMON STOCK PURCHASE WARRANTPre-Funded Common Stock Purchase Warrant • December 22nd, 2022 • 180 Life Sciences Corp. • Pharmaceutical preparations
THIS PRE-FUNDED 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”) until this Warrant is exercised in full (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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form (the “Book-Entry Warrant”) and the Depository Trust Company or its nominee (”DTC”) shall initially be the sole registered holder of this Warrant, subject to
FORM OF CERTIFICATED WARRANT] COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • December 22nd, 2022 • 180 Life Sciences Corp. • 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 June 20, 20231 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 20, 20282 (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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form (the “Book-Entry Warrant”) and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warr
ContractPlacement Agent Agreement • December 22nd, 2022 • 180 Life Sciences Corp. • Pharmaceutical preparations • New York
LOCK-UP AGREEMENTLock-Up Agreement • December 22nd, 2022 • 180 Life Sciences Corp. • Pharmaceutical preparations
Re: Securities Purchase Agreement, dated as of December 20, 2022 (the “Purchase Agreement”), between 180 Life Sciences Corp. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
WARRANT AGENT AGREEMENTWarrant Agent Agreement • December 22nd, 2022 • 180 Life Sciences Corp. • Pharmaceutical preparations • New York
THIS WARRANT AGENT AGREEMENT, dated as of December 22, 2022 (this “Agreement”), between 180 Life Sciences Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
