FORM OF SETTLEMENT WARRANT] GT BIOPHARMA, INC. Pre-Funded Warrant To Purchase Common StockPre-Funded Warrant to Purchase Common Stock • June 19th, 2020 • GT Biopharma, Inc. • Pharmaceutical preparations • New York
GT Biopharma, Inc., a Delaware corporation (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [EMPERY FUND], the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________)1 fully paid non-assessable shares of Common Stock, subject to adjustment as provided herein (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Pre-Funded Warrant to Purchase Common Stock (including any Pre-Funded Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this "Warrant"), shall have the meanings set forth in Section 17. This Warrant is one of the
CONVERTIBLE NOTE DUE DECEMBER 19, 2020Convertible Note • June 19th, 2020 • GT Biopharma, Inc. • Pharmaceutical preparations • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of GT BIOPHARMA, INC., a Delaware corporation, (“Borrower”), having its principal place of business at 9350 Wilshire Blvd, Suite 203, Beverly Hills, CA 90212, due December 19, 2020 (the “Maturity Date”) (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
SETTLEMENT AGREEMENTSettlement Agreement • June 19th, 2020 • GT Biopharma, Inc. • Pharmaceutical preparations • New York
This Settlement Agreement (the “Agreement”) is made and entered into by and among Empery Asset Master Ltd., Empery Tax Efficient, LP and Empery Tax Efficient II, LP (collectively, the “Empery Funds”), GT Biopharma Inc. (“GT Biopharma”), Anthony Cataldo (“Cataldo”) and Paul Kessler (“Kessler”). The Empery Funds, GT Biopharma, Cataldo and Kessler are each referred to as a “Party” and, collectively, as “Parties.”
