SCOPUS BIOPHARMA INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 15th, 2020 • Scopus BioPharma Inc. • Pharmaceutical preparations • New York
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY, INCLUDING THE MERITS AND RISKS INVOLVED. NEITHER THE NOTE NOR WARRANT HAS BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE OFFERING DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. IN ADDITION, THE PURCHASED SECURITIES MAY BEAR LEGENDS TO SUCH EFFECT AS SET FORTH HEREIN. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
SCOPUS BIOPHARMA INC.Scopus BioPharma Inc. • May 15th, 2020 • Pharmaceutical preparations
Any defined terms used herein, but not defined, shall have the meanings as set forth in the Agreement. Effective as of January 1, 2019 the parties to the Agreement hereby agree and acknowledge the following:
SCOPUS BIOPHARMA INC.Scopus BioPharma Inc. • May 15th, 2020 • Pharmaceutical preparations
Any defined terms used herein, but not defined, shall have the meanings as set forth in the Agreement. Effective as of July 1, 2019, the parties to the Agreement hereby agree and acknowledge the following:
ContractScopus BioPharma Inc. • May 15th, 2020 • Pharmaceutical preparations • Delaware
THESE WARRANTS AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT OR QUALIFIED OFFERING STATEMENT RELATED THERETO UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS.
HCFP/Strategy Advisors LLCScopus BioPharma Inc. • May 15th, 2020 • Pharmaceutical preparations
Reference is made to that certain management services agreement between HCFP/Strategy Advisors LLC and Scopus BioPharma Inc. (formerly known as Project18 Inc.) dated September 1, 2017 (the "Agreement"). Please be advised that pursuant to Section 9, HCFP/Strategy Advisors LLC has assigned the Agreement to HCFP/Portfolio Services LLC effective as of January 9, 2018.
ContractScopus BioPharma Inc. • May 15th, 2020 • Pharmaceutical preparations • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS.
