|SEELOS THERAPEUTICS, INC. filed this Form 8-K on 02/06/2019|
exchange for cancellation of such Warrant Shares, require the Company to pay to the Holder within three (3) Trading
Days of the applicable attempted exercise, cash, by wire transfer of immediately available funds pursuant to written wire instructions delivered by the Holder to the Company, in an amount per such
Warrant Share equal to the difference between (i) the last Closing Sale Price of the Common Stock immediately preceding the applicable attempted exercise and (ii) the applicable Exercise Price to
the extent not previously paid to the Company, provided that in the case of a Cashless Exercise the amount set forth in this clause (ii) shall equal zero (0).
- Insufficient Authorized Shares. If at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and
unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to: (i) until the Reservation
Date, 300% of the greater of (A) the sum of (x) the number of Initial Common Shares (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations,
reverse stock splits or other similar events occurring after the Subscription Date) and (y) the number of Additional Vested Common Shares (as adjusted for stock splits, stock dividends,
recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the applicable date the Additional Vested Common Shares are delivered),
delivered or deliverable to the initial Holder of this Warrant pursuant to the Securities Purchase Agreement and (B) the number of shares of Common Stock issuable upon exercise of this Warrant as
of the applicable date of determination without regard to any limitation on exercise included herein and (ii) thereafter, 100% of the maximum number of shares of Common Stock as
shall from time to time be necessary to effect the exercise of all of this Warrant then outstanding without regard to any limitation on exercise included herein (the foregoing clauses (i) and (ii), as
applicable, the "Required Reserve Amount" and the failure to have such sufficient number of authorized and unreserved shares of Common Stock, an "Authorized Share Failure"),
then the Company shall immediately take all action necessary to increase the Company's authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required
Reserve Amount for this Warrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure,
but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its shareholders for the approval of an increase in the number of
authorized shares of Common Stock. In connection with such meeting, the Company shall provide each shareholder with a proxy statement and shall use its best efforts to solicit its shareholders'
approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the shareholders that they approve such proposal. Notwithstanding the
foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the shares of its issued and outstanding shares of Common Stock to
approve the increase in the number of authorized shares of Common Stock, the Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information
Statement on Schedule 14C.
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