PRE-FUNDED COMMON STOCK PURCHASE WARRANT TIMBER PHARMACEUTICALS, INC.Timber Pharmaceuticals, Inc. • August 2nd, 2022 • Pharmaceutical preparations • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, TardiMed Sciences LLC 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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Timber Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to 9,054,132 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock, subject to the exercise limitations and notice requirements set forth in Section 2. 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).
Timber Pharmaceuticals, Inc. Basking Ridge, NJ 07920Letter Agreement • August 2nd, 2022 • Timber Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This letter agreement (this “Agreement”) is entered into in connection with the redemption rights under the Series A Preferred Stock (“Preferred Stock”) of Timber Pharmaceuticals, Inc. (the “Company”). The parties acknowledge and agree as follows: (1) that TardiMed Sciences LLC (the “Holder”) is the holder of 1,819 shares of Preferred Stock, representing all of the outstanding shares of the Company’s Preferred Stock held by Holder, (2) that in or about the latter part of 2020, the Holder became entitled to redeem the shares of Preferred Stock, (3) Holder does not dispute Company’s determination that a redemption of the Preferred Stock at this time would not be in the best interests of the Company or its shareholders, and (4) the Holder owns approximately 3,109,067 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) received as consideration for the Company’s May 2020 merger transaction. Accordingly, the parties agree to the following terms:
