FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • March 15th, 2017 • Diffusion Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof by and between Diffusion Pharmaceuticals Inc., a Delaware corporation (the “Company”) and the undersigned investor in the Offering (as defined below) (the “Subscriber”).
COMMON STOCK PURCHASE WARRANT DIFFUSION PHARMACEUTICALS INC.Common Stock Purchase Warrant • March 15th, 2017 • Diffusion Pharmaceuticals Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 the close of business on the five (5) year anniversary of the final closing date of the Offering (the “Termination Date”) but not thereafter, to subscribe for and purchase from Diffusion Pharmaceuticals Inc., a Delaware corporation (the “Company”), up to ______1 shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 15th, 2017 • Diffusion Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This Placement Agency Agreement (the “Agreement”) confirms the retention by Diffusion Pharmaceuticals Inc., a Delaware corporation (the “Company”), of Maxim Merchant Capital, a division of Maxim Group LLC (Member FINRA/SIPC), to act as the placement agent (the “Placement Agent”) on a “commercially reasonable best efforts” basis in connection with the private placement (the “Placement”) of securities consisting of (i) the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”) convertible into shares (the “Stock Conversion Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), and (ii) for each share of Preferred Stock purchased in this Placement, a five-year warrant (the “Warrant”) to purchase one share of Common Stock to such Investor (as defined below) (the “Warrant Shares” and together with the Stock Conversion Shares, the “Conversion Shares”). The Preferred Stock and Warrants to be issued to the investors (the
