GT Biopharma, Inc. Sample Contracts

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COMMON STOCK PURCHASE WARRANT GT Biopharma, Inc.
GT Biopharma, Inc. • January 4th, 2023 • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July ____, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July ____, 20281 (the “Termination Date”) but not thereafter, to subscribe for and purchase from GT Biopharma, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 4th, 2023 • GT Biopharma, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December ____, 2022, between GT Biopharma, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 26th, 2006 • Oxis International Inc • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 25, 2006, among Oxis International, Inc., a Delaware corporation (the “Company”) and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

RECITALS --------
Stock Option Agreement • November 20th, 1995 • Oxis International Inc • Pharmaceutical preparations • California
AGREEMENT ---------
Share Exchange Agreement • January 15th, 1998 • Oxis International Inc • Pharmaceutical preparations • Oregon
COMMON STOCK PURCHASE WARRANT
Oxis International Inc • January 13th, 2017 • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, _________________.; or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") and on or prior to the close of business on the five (5) year anniversary of the date that the Company has reserved from its authorized and unissued shares of Common Stock such aggregate number of shares of Common Stock issuable upon the exercise in full of this Warrant (the "Termination Date") but not thereafter, to subscribe for and purchase from OXIS International, Inc., a Delaware corporation (the "Company"), up to __________ shares (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock; provided, however, in the event that the number of shares of Common Stock reserved for the issuance of the Warrant Shares is less than the maximum number of Warran

COMMON STOCK PURCHASE WARRANT OXIS INTERNATIONAL, INC.
Oxis International Inc • April 13th, 2009 • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, BRISTOL INVESTMENT FUND, LTD. (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after April ___, 2009 (the “Initial Exercise Date”) and on or prior to the close of business on the April ___, 2016 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Oxis International, Inc., a Delaware corporation (the “Company”), up to ____________ shares (the “Warrant Shares”) of common stock, par value $.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 9th, 2021 • GT Biopharma, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of_______, 2020, between GT Biopharma, Inc., a Delaware corporation and includes any successor Company thereto (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

10% SENIOR CONVERTIBLE DEBENTURE DUE JUNE 30, 2017
Oxis International Inc • January 13th, 2017 • Pharmaceutical preparations • New York

THIS 10% SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Senior Convertible Debentures of OXIS International, Inc., a Delaware corporation, (the "Company"), having its principal place of business at 100 South Ashley Drive, Suite 600, Tampa, FL 33602, designated as its 10% Senior Convertible Debenture due June 30, 2017 (this debenture, the "Debenture" and, collectively with the other debentures of such series, the "Debentures").

COMMON STOCK PURCHASE WARRANT OXIS INTERNATIONAL, INC.
Oxis International Inc • July 30th, 2014 • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the date that the Company has reserved from its authorized and unissued shares of Common Stock such aggregate number of shares of Common Stock issuable upon the exercise in full of this Warrant (the “Termination Date”) but not thereafter, to subscribe for and purchase from OXIS International, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock; provided, however, in the event that the number of shares of Common Stock reserved for the issuance of the Warrant Shares is less than the maximum number of Warrant Shares i

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SECURITY AGREEMENT
Security Agreement • October 26th, 2006 • Oxis International Inc • Pharmaceutical preparations • New York

This SECURITY AGREEMENT, dated as of October 25, 2006 (this “Agreement”), is among Oxis International, Inc., a Delaware corporation (the “Company”), the Subsidiaries of the Company signatory hereto (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s Original Issue Discount Secured Convertible Debentures due October 25, 2008 and issued on October 25, 2006 in the original aggregate principal amount of $[_____ (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).

EXHIBIT E ---------
Services Agreement • July 13th, 1999 • Oxis International Inc • Pharmaceutical preparations
SERIES B COMMON STOCK PURCHASE WARRANT OXIS INTERNATIONAL, INC.
Oxis International Inc • May 21st, 2012 • Pharmaceutical preparations

THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from OXIS International, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

BACKGROUND ----------
Security Agreement • November 4th, 1996 • Oxis International Inc • Pharmaceutical preparations • Delaware
CONVERTIBLE NOTE DUE [ ]
GT Biopharma, Inc. • February 9th, 2021 • 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, (the “Borrower”), having its principal place of business at 9350 Wilshire Blvd, Suite 203, Beverly Hills, CA 90212, due [ ] (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).

FORM OF WARRANT] GT BIOPHARMA, INC. Warrant To Purchase Common Stock
GT Biopharma, Inc. • February 2nd, 2021 • 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, ______________, 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), the number of fully paid non-assessable shares of Common Stock set forth above, 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.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 15th, 2020 • GT Biopharma, Inc. • Pharmaceutical preparations • New York

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of ____2020, by and among GT Biopharma, Inc., a Delaware corporation, with headquarters located at 9350 Wilshire Blvd, Suite 203, Beverly Hills, CA 90212 (the "Company"), and the investors listed on the Schedule of Purchasers attached hereto (each, a "Purchaser" and collectively, the "Purchasers").

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 15th, 2020 • GT Biopharma, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of ______________, between GT Biopharma, Inc., a Delaware corporation and includes any successor Company thereto (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 10th, 2005 • Oxis International Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this "Agreement") is dated as of December 30, 2004, among Oxis International, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers"); and

SHARES OF COMMON STOCK COMMON WARRANTS TO PURCHASE _____ SHARES OF COMMON STOCK AND ____ PRE-FUNDED WARRANTS GT BIOPHARMA, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • February 8th, 2021 • GT Biopharma, Inc. • Pharmaceutical preparations • New York

The undersigned, GT BIOPHARMA, INC., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of GT BIOPHARMA, INC., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which ROTH CAPITAL PARTNERS, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

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