NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES
ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL SELECTED BY THE HOLDER, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS
NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE
FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SEELOS THERAPEUTICS, INC.
Series A Warrant To Purchase Common Stock
Warrant No.: ___________
Number of Shares of Common Stock: _____________
Date of Issuance: January 31, 2019 ("Issuance Date")
Seelos Therapeutics, Inc., a Nevada corporation and formerly known as Apricus Biosciences, Inc. (the "Company"), hereby certifies that, for good and valuable
consideration, the receipt
and sufficiency of which are hereby acknowledged, [HOLDER], 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 date hereof, but not after 11:59 p.m., New York time, on
the Expiration Date, (as defined below), (__________)1 fully paid nonassessable shares of Common Stock, subject to adjustment as provided herein (the "Warrant
Shares"). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any 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 Series A Warrants to purchase Common Stock (the
"SPA Warrants") issued pursuant to Section 1 of that certain Securities Purchase Agreement, dated as of October 16, 2018 (the "Subscription Date"), by and among the Company,
Seelos Therapeutics, Inc., a Delaware corporation ("Seelos"), and the investors (the "Buyers") referred to therein (as amended, the "Securities Purchase Agreement").
Capitalized terms used herein and not otherwise defined shall have the definitions ascribed to such terms in the Securities Purchase Agreement.
Insert 80% of the sum of (i) the number of Exchange Shares (as defined in the Securities Purchase Agreement) issued in exchange for the number of Initial Common Shares purchased by the Holder pursuant to the Securities
Purchase Agreement and (ii) the number of Exchange Shares issued in exchange of the number of Additional Common Shares (as defined in the Securities Purchase Agreement) delivered or deliverable to the Holder
pursuant to the Securities Purchase Agreement without giving effect to any
limitation on delivery to the Holder pursuant to Section 1(c)(iv) of the Securities Purchase Agreement.