|SEELOS THERAPEUTICS, INC. filed this Form 8-K on 02/06/2019|
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.
- Reset Limitation. Notwithstanding anything to the contrary contained herein, until the tenth (10th) Trading Day immediately following the
Reservation Date, inclusive (the "Restricted Period"), the Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any
portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that the number of Warrant
Shares issuable to the Holder pursuant to one or more Exercise Notice(s) delivered to the Company on any given day during the Restricted Period exceeds in the aggregate the greater of (i) [•]1%
of the trading volume of Common Stock on the Principal Market (or such other Eligible Market which then serves as the principal trading market for the Common Stock) as reported by Bloomberg
for the day on which the Holder submits such Exercise Notice(s) to the Company and (ii) $[•]2 divided by the Closing Bid Price of the Common Stock on the Trading Day immediately preceding the
day on which the Holder submits such Exercise Notice(s) to the Company (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse
stock splits or other similar events occurring after such Trading Date).
- 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 A 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 A 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").
1 Placement Agent to provide.
2 Placement Agent to provide.
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