|SEELOS THERAPEUTICS, INC. filed this Form 8-K on 02/06/2019|
increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of SPA Warrants
that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be
deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this
paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this paragraph shall be
construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(1) to the extent necessary to correct this paragraph or any portion of this paragraph
which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(f)(1) or to make changes or supplements necessary or desirable to properly give
effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.
- Intentionally omitted.
- Principal Market Regulation. The Company shall not issue any shares of Common Stock upon exercise of this Warrant and the Holder shall not have the right
to receive upon exercise of this Warrant any shares of Common Stock, to the extent the issuance of such shares of Common Stock combined with all shares of Common Stock issued: (i) as Initial
Common Shares, (ii) as Additional Vested Common Shares, (iii) pursuant to the SPA Warrants and (iv) pursuant to the Series B Warrants, would exceed in the aggregate 17,792,435
shares of Common Stock (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the Issuance Date) (the "Exchange Cap").
No Buyer shall be issued in the aggregate, upon exercise of any SPA Warrants or Series B Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap
multiplied by a fraction, the numerator of which is the total number of Initial Common Shares issued to such Buyer pursuant to the Securities Purchase Agreement on the Closing Date (as defined in
the Securities Purchase Agreement) and the denominator of which is the aggregate number of Initial Common Shares issued to the Buyers pursuant to the Securities Purchase Agreement on the
Closing Date (with respect to each Buyer, the "Exchange Cap Allocation"). In the event that any Buyer or transferee of Warrants shall sell or otherwise transfer any of the Holder's SPA
Warrants or Series B Warrants such transferee shall be allocated a pro rata portion of such Buyer's Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such
transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of SPA Warrants or Series B Warrants shall exercise all of such
holder's SPA Warrants or Series B Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder's Exchange Cap Allocation, then the difference
between such holder's Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the
remaining holders of SPA Warrants and Series B Warrants on a pro rata basis in proportion to the number of shares of Common Stock underlying the SPA Warrants and Series B Warrants then
held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section
1(f)(3), then unless the Holder elects to void such exercise, the Holder may, in
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