COMMON STOCK PURCHASE WARRANT180 Life Sciences Corp. • August 24th, 2021 • 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 5:00 p.m. (New York City time) on _________, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from 180 Life Sciences Corp., 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 AGREEMENTSecurities Purchase Agreement • August 24th, 2021 • 180 Life Sciences Corp. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 19, 2021, between 180 Life Sciences Corp., 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 AGREEMENTRegistration Rights Agreement • August 24th, 2021 • 180 Life Sciences Corp. • Pharmaceutical preparations
LOCK-UP AGREEMENTLock-Up Agreement • August 24th, 2021 • 180 Life Sciences Corp. • Pharmaceutical preparations • New York
CONFIDENTIALLetter Agreement • August 24th, 2021 • 180 Life Sciences Corp. • Pharmaceutical preparations • New York
This letter agreement (the “Agreement”) confirms our agreement that 180 Life Sciences Corp., a Delaware corporation (collectively with its owned or controlled subsidiaries, the “Company”) has engaged Maxim Group LLC (together with its affiliates, the “Placement Agent”) to act as the Company’s exclusive Placement Agent in connection with the Company’s proposed private placement offering (the “Offering”) of common shares or common shares and warrants (the “Securities”) of the Company.1 The precise terms of the Securities and the gross proceeds of such Offering will be negotiated by the Placement Agent and the Company with one or more Investors (as defined below), it being understood that, provisionally, the expected gross proceeds of the Offering will be up to $15.0 million.
