SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 15th, 2023 • 180 Life Sciences Corp. • Pharmaceutical preparations • New York
Contract180 Life Sciences Corp. • August 15th, 2023 • Pharmaceutical preparations • New York
Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, as the sole placement agent (“A.G.P.”) (A.G.P. is also referred to herein as the “Placement Agent”), and 180 Life Sciences Corp., a Delaware corporation (the “Company”), the parties hereby agree that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities of the Company, consisting of: (i) shares of common stock, par value $0.0001 per share (“Common Stock”), (ii) pre-funded warrants to purchase Common Stock (the “Pre-Funded Warrants”), and (iii) warrants to purchase Common Stock (the “Common Warrants” and collectively with the Pre-Funded Warrants, the “Warrants”). The Common Stock and Warrants actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The Placement Agent Securities and shares
WARRANT AGENT AGREEMENTWarrant Agent Agreement • August 15th, 2023 • 180 Life Sciences Corp. • Pharmaceutical preparations • New York
THIS WARRANT AGENT AGREEMENT, dated as of August 14, 2023 (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”).
AMENDMENT NO. 2 TO WARRANTSCommon Stock Purchase Warrant • August 15th, 2023 • 180 Life Sciences Corp. • Pharmaceutical preparations
This Amendment No. 2 to the Common Stock Purchase Warrant (this “Amendment”) dated this 9th day of August 2023, by and among 180 Life Sciences Corp., a Delaware corporation (the “Company”) and Armistice Capital Master Fund Ltd. (the “Holder”).
