0001437749-19-024424 Sample Contracts

COMMON STOCK PURCHASE WARRANT
Diffusion Pharmaceuticals Inc. • December 13th, 2019 • 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 13, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Diffusion Pharmaceuticals Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “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).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 13th, 2019 • Diffusion Pharmaceuticals Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 11, 2019, between Diffusion Pharmaceuticals 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”).

STRICTLY CONFIDENTIAL Diffusion Pharmaceuticals Inc.
Letter Agreement • December 13th, 2019 • Diffusion Pharmaceuticals Inc. • Pharmaceutical preparations • New York
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