ACURA PHARMACEUTICALS, INC. WARRANT
NEITHER
THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES
ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE
OF
THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR
OTHER LOAN SECURED BY SUCH SECURITIES.
WARRANT
|
Warrant
No.
|
Dated:
August [__], 2007
|
ACURA
PHARMACEUTICALS, INC.,
a New
York corporation (the “Company”),
hereby certifies that, for value received,
or its
registered assigns (the “Holder”),
is
entitled to purchase from the Company up to a total of
shares
of common stock, $0.01 par value per share (the “Common
Stock”),
of
the Company (each such share, a “Warrant
Share”
and
all
such shares, the “Warrant
Shares”)
at an
exercise price equal to $0.34 per share (as adjusted from time to time as
provided in Section 9
, the
“Exercise
Price”),
at
any time on or after date hereof and through and including August [__], 2014
(the “Expiration
Date”),
and
subject to the following terms and conditions. This Warrant (this “Warrant”)
is one
of a series of similar warrants issued pursuant to that certain Securities
Purchase Agreement, dated as of the date hereof, by and among the Company
and
the Investors identified therein (the “Purchase
Agreement”).
All
such warrants are referred to herein, collectively, as the “Warrants.”
1. Definitions.
In
addition to the terms defined elsewhere in this Warrant, capitalized terms
that
are not otherwise defined herein have the meanings given to such terms in
the
Purchase Agreement.
2. Registration
of Warrant.
The
Company shall register this Warrant, upon records to be maintained by the
Company for that purpose (the “Warrant
Register”),
in
the name of the Holder of record hereof from time to time. The Company may
deem
and treat the registered Holder of this Warrant as the absolute owner hereof
for
the purpose of any exercise hereof or any distribution to the Holder, and
for
all other purposes, absent actual notice to the contrary.
3. Registration
of Transfers.
The
Company shall register the transfer of any portion of this Warrant in the
Warrant Register, upon surrender of this Warrant, with the Form of Assignment
attached hereto duly completed and signed, to the Transfer Agent or to the
Company at its address specified herein. Upon any such registration of transfer,
a new warrant to purchase Common Stock, in substantially the form of this
Warrant (any such new warrant, a “New
Warrant”),
evidencing the portion of this Warrant so transferred shall be issued to
the
transferee and a New Warrant evidencing the remaining portion of this Warrant
not so transferred, if any, shall be issued to the transferring Holder. The
acceptance of the New Warrant by the transferee thereof shall be deemed the
acceptance by such transferee of all of the rights and obligations of a holder
of a Warrant.
4. Exercise
and Duration of Warrants.
(a) This
Warrant shall be exercisable by the registered Holder at any time and from
time
to time on or after the date hereof to and including the Expiration
Date.
At
6:30
P.M., New York City time on the Expiration Date, the portion of this Warrant
not
exercised prior thereto shall be and become void and of no value; provided
that,
if the average of the Closing Prices for the five Trading Days immediately
prior
to (but not including) the Expiration Date exceeds the Exercise Price on
the
Expiration Date, then this Warrant shall be deemed to have been exercised
in
full (to the extent not previously exercised) on a “cashless exercise” basis at
6:30 P.M. New York City time on the Expiration Date if a “cashless exercise” may
occur at such time pursuant to Section 10 below.
(b) A
Holder
may exercise this Warrant by delivering to the Company (i) the original Warrant
and an exercise notice, in the form attached hereto (the “Exercise
Notice”),
appropriately completed and duly signed, and (ii) payment of the Exercise
Price
for the number of Warrant Shares as to which this Warrant is being exercised
(which may take the form of a “cashless exercise” if so indicated in the
Exercise Notice and only if a “cashless exercise” may occur at such time
pursuant to Section 10 below), and the date such items are delivered to the
Company (as determined in accordance with the notice provisions hereof) is
an
“Exercise
Date.”
Execution and delivery of the Exercise Notice in respect of less than all
the
Warrant Shares issuable upon exercise of this Warrant shall have the same
effect
as cancellation of the original Warrant and issuance of a New Warrant evidencing
the right to purchase the remaining number of Warrant Shares.
5. Delivery
of Warrant Shares.
(a) Upon
exercise of this Warrant, the Company shall promptly (but in no event later
than
three Trading Days after the Exercise Date) issue or cause to be issued and
cause to be delivered to or upon the written order of the Holder and in such
name or names as the Holder may designate, a certificate for the Warrant
Shares
issuable upon such exercise, free of restrictive legends unless a registration
statement covering the resale of the Warrant Shares and naming the Holder
as a
selling stockholder thereunder is not then effective or the Warrant Shares
are
not freely transferable without volume restrictions pursuant to Rule 144
under the Securities Act or pursuant to Rule 144K under the Securities Act
in the case of a “cashless exercise.” The Holder, or any Person so designated by
the Holder to receive Warrant Shares, shall be deemed to have become the
holder
of record of such Warrant Shares as of the Exercise Date. The Company shall,
upon request of the Holder, use commercially reasonable efforts to deliver
Warrant Shares hereunder electronically through The Depository Trust Company
or
another established clearing corporation performing similar
functions.
2
(b) This
Warrant is exercisable, either in its entirety or, from time to time, for
a
portion of the number of Warrant Shares. Upon surrender of this Warrant
following one or more partial exercises, the Company shall issue or cause
to be
issued, at its expense, a New Warrant evidencing the right to purchase the
remaining number of Warrant Shares.
(c) In
addition to any other rights available to a Holder, if the Company fails
to
deliver to the Holder a certificate representing Warrant Shares by the third
Trading Day after the date on which delivery of such certificate is required
by
this Warrant, and if after such third Trading Day the Holder purchases (in
an
open market transaction or otherwise) shares of Common Stock to deliver in
satisfaction of a sale by the Holder of the Warrant Shares that the Holder
anticipated receiving from the Company (a “Buy-In”),
then
the Company shall, within three Trading Days after the Holder’s request and in
the Holder’s discretion, either (i) pay cash to the Holder in an amount
equal to the Holder’s total purchase price (including reasonable brokerage
commissions, if any) for the shares of Common Stock so purchased (the
“Buy-In
Price”),
at
which point the Company’s obligation to deliver such certificate (and to issue
such Common Stock) shall terminate, or (ii) promptly honor its obligation
to deliver to the Holder a certificate or certificates representing such
Common
Stock and pay cash to the Holder in an amount equal to the excess (if any)
of
the Buy-In Price over the product of (A) such number of shares of Common
Stock, times (B) the Closing Price on the date of the event giving rise to
the Company’s obligation to deliver such certificate.
(d) The
Company’s obligations to issue and deliver Warrant Shares in accordance with the
terms hereof are absolute and unconditional, irrespective of any action or
inaction by the Holder to enforce the same, any waiver or consent with respect
to any provision hereof, the recovery of any judgment against any Person
or any
action to enforce the same, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged breach by the Holder or any other
Person of any obligation to the Company or any violation or alleged violation
of
law by the Holder or any other Person, and irrespective of any other
circumstance which might otherwise limit such obligation of the Company to
the
Holder in connection with the issuance of Warrant Shares. Nothing herein
shall
limit a Holder’s right to pursue any other remedies available to it hereunder,
at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to
timely deliver certificates representing shares of Common Stock upon exercise
of
this Warrant as required pursuant to the terms hereof.
6. Charges,
Taxes and Expenses.
Issuance
and delivery of certificates for shares of Common Stock upon exercise of
this
Warrant shall be made without charge to the Holder for any issue or transfer
tax, withholding tax, transfer agent fee or other incidental tax or expense
in
respect of the issuance of such certificates, all of which taxes and expenses
shall be paid by the Company; provided, however, that the Company shall not
be
required to pay any tax which may be payable in respect of any transfer involved
in the issuance, delivery or registration of any certificates for Warrant
Shares
or Warrants in a name other than that of the Holder. The Holder shall be
responsible for all other tax liability that may arise as a result of holding
or
transferring this Warrant or receiving Warrant Shares upon exercise
hereof.
7. Replacement
of Warrant.
If
this
Warrant is mutilated, lost, stolen or destroyed, the Company shall issue
or
cause to be issued in exchange and substitution for and upon cancellation
hereof, or in lieu of and substitution for this Warrant, a New Warrant, but
only
upon receipt of evidence reasonably satisfactory to the Company of such loss,
theft or destruction and customary and reasonable bond or indemnity, if
requested. Applicants for a New Warrant under such circumstances shall also
comply with such other reasonable regulations and procedures and pay such
other
reasonable third party costs as the Company may prescribe.
3
8. Reservation
of Warrant Shares.
The
Company covenants that it will at all times reserve and keep available out
of
the aggregate of its authorized but unissued and otherwise unreserved Common
Stock, solely for the purpose of enabling it to issue Warrant Shares upon
exercise of this Warrant as herein provided, the number of Warrant Shares
which
are then issuable and deliverable upon the exercise of this entire Warrant,
free
from preemptive rights or any other contingent purchase rights of persons
other
than the Holder (after giving effect to the adjustments and restrictions
of
Section 9, if any). The Company covenants that all Warrant Shares so
issuable and deliverable shall, upon issuance and the payment of the applicable
Exercise Price in accordance with the terms hereof, be duly and validly
authorized, issued and fully paid and nonassessable. The Company will use
reasonable commercial efforts to take all such action to assure that such
shares
of Common Stock may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of any securities exchange
or automated quotation system upon which the Common Stock may be listed,
in each
case, applicable to the Company.
9. Certain
Adjustments.
The
Exercise Price and number of Warrant Shares issuable upon exercise of this
Warrant are subject to adjustment from time to time as set forth in this
Section
9.
(a) Stock
Dividends and Splits.
If the
Company, at any time while this Warrant is outstanding, (i) pays a stock
dividend on its Common Stock or otherwise makes a distribution on any class
of
capital stock that is payable in shares of Common Stock, (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, or
(iii) combines outstanding shares of Common Stock into a smaller number of
shares, then in each such case the Exercise Price shall be multiplied by
a
fraction of which the numerator shall be the number of shares of Common Stock
outstanding immediately before such event and of which the denominator shall
be
the number of shares of Common Stock outstanding immediately after such event.
Any adjustment made pursuant to clause (i) of this paragraph shall become
effective immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution, and any
adjustment pursuant to clause (ii) or (iii) of this paragraph shall
become effective immediately after the effective date of such subdivision
or
combination.
(b) Pro
Rata Distributions.
If the
Company, at any time while this Warrant is outstanding, distributes to holders
of Common Stock (i) evidences of its indebtedness, (ii) any security
(other than a distribution of Common Stock covered by the preceding paragraph),
(iii) rights or warrants to subscribe for or purchase any security, or
(iv) any other asset, including cash (in each case, “Distributed
Property”),
then
in each such case the Holder shall be entitled upon exercise of this Warrant
for
the purchase of any or all of the Warrant Shares, to receive the amount of
Distributed Property which would have been payable to the Holder had such
Holder
been the holder of such Warrant Shares on the record date for the determination
of stockholders entitled to such Distributed Property. The Company will at
all
times set aside in escrow and keep available for distribution to such holder
upon exercise of this Warrant a portion of the Distributed Property to satisfy
the distribution to which such Holder is entitled pursuant to the preceding
sentence.
4
(c) Fundamental
Transactions.
If, at
any time while this Warrant is outstanding, (i) the Company effects any
merger or consolidation of the Company with or into another Person,
(ii) the Company effects any sale of all or substantially all of its assets
in one or a series of related transactions, (iii) any tender offer or
exchange offer (whether by the Company or another Person) is completed pursuant
to which holders of Common Stock are permitted to tender or exchange their
shares for other securities, cash or property, or (iv) the Company effects
any
reclassification of the Common Stock or any compulsory share exchange pursuant
to which the Common Stock is effectively converted into or exchanged for
other
securities, cash or property (other than as a result of a subdivision or
combination of shares of Common Stock covered by Section 9(a) above) (all
such transactions being hereinafter referred to as a “Fundamental
Transaction”),
then
the Holder shall have the right thereafter to receive, upon exercise of this
Warrant, the same amount and kind of securities, cash or property as it would
have been entitled to receive upon the occurrence of such Fundamental
Transaction if it had been, immediately prior to such Fundamental Transaction,
the holder of the number of the Warrant Shares then issuable upon exercise
in
full of this Warrant (the “Alternate
Consideration”).
The
aggregate Exercise Price for this Warrant will not be affected by any such
Fundamental Transaction, but the Company shall apportion such aggregate Exercise
Price among the Alternate Consideration in a reasonable manner reflecting
the
relative value of any different components of the Alternate Consideration.
If
holders of Common Stock are given any choice as to the securities, cash or
property to be received in a Fundamental Transaction, then the Holder shall
be
given the same choice as to the Alternate Consideration it receives upon
any
exercise of this Warrant following such Fundamental Transaction. At the Holder’s
request, any successor to the Company or surviving entity in such Fundamental
Transaction shall issue to the Holder a new warrant consistent with the
foregoing provisions and evidencing the Holder’s right to purchase the Alternate
Consideration for the aggregate Exercise Price upon exercise thereof. The
provisions of this Section 9(c) shall similarly apply to successive
reorganizations, reclassifications, consolidations, mergers, sales, transfers
or
other dispositions, each of which transactions shall also constitute a
Fundamental Transaction.
(d) Number
of Warrant Shares.
Simultaneously with any adjustment to the Exercise Price pursuant to paragraph
(a) of this Section, the number of Warrant Shares that may be purchased
upon exercise of this Warrant shall be increased or decreased (as the case
may
be), proportionately, so that after such adjustment the aggregate Exercise
Price
payable hereunder for the decreased or increased (as the case may be) number
of
Warrant Shares shall be the same as the aggregate Exercise Price in effect
immediately prior to such adjustment.
(e) Calculations.
All
calculations under this Section 9 shall be made to the nearest cent or the
nearest 1/100th of a share, as applicable. The number of shares of Common
Stock
outstanding at any given time shall not include shares owned or held by or
for
the account of the Company, and the disposition of any such shares shall
be
considered an issue or sale of Common Stock.
5
(f) Notice
of Adjustments.
Upon
the occurrence of each adjustment pursuant to this Section 9, the Company
at its expense will promptly compute such adjustment in accordance with the
terms of this Warrant and prepare a certificate setting forth such adjustment,
including a statement of the adjusted Exercise Price and adjusted number
or type
of Warrant Shares or other securities issuable upon exercise of this Warrant
(as
applicable), describing the transactions giving rise to such adjustments
and
showing in detail the facts upon which such adjustment is based. Upon written
request, the Company will promptly deliver a copy of each such certificate
to
the Holder and to the Transfer Agent no later than ten (10) Trading Days
after
said adjustment.
(g) Notice
of Corporate Events.
If the
Company (i) declares a dividend or any other distribution of cash,
securities or other property in respect of its Common Stock, including without
limitation any granting of rights or warrants to subscribe for or purchase
any
capital stock of the Company, (ii) publically announces or enters into any
agreement contemplating, or solicits stockholder approval for, any Fundamental
Transaction or (iii) authorizes the voluntary dissolution, liquidation or
winding up of the affairs of the Company, then the Company shall deliver
to the
Holder a notice describing the material terms and conditions of such
transaction, at least fifteen calendar days prior to the applicable record
or
effective date on which a Person would need to hold Common Stock in order
to
participate in or vote with respect to such transaction, and the Company
will
take all steps reasonably necessary in order to ensure that the Holder is
given
the practical opportunity to exercise this Warrant prior to such time so
as to
participate in or vote with respect to such transaction; provided, however,
that
the failure to deliver such notice or any defect therein shall not affect
the
validity of the corporate action required to be described in such
notice.
10. Payment
of Exercise Price.
The
Holder shall pay the Exercise Price in immediately available funds; provided,
however, that if the Exercise Date is at least one hundred and eighty (180)
days
after the date hereof, then
at any
time (i) a registration statement covering the resale of the Warrant Shares
is
not effective on the Exercise Date or (ii) the resale of the Warrant Shares
is
not covered by the registration statement because the Securities and Exchange
Commission would not permit the Company to include such Warrant Shares in
such
registration statement, then in each such case, the Holder may satisfy its
obligation to pay the Exercise Price through a “cashless exercise,” in which
event the Company shall issue to the Holder the number of Warrant Shares
determined as follows:
X
= Y
[(A-B)/A]
where:
X
= the
number of Warrant Shares to be issued to the Holder.
Y
= the
number of Warrant Shares with respect to which this
Warrant
is being exercised.
A
= the
average of the Closing Prices for the five Trading Days immediately prior
to
(but not including) the Exercise Date.
B
= the
Exercise Price.
6
For
purposes of Rule 144 promulgated under the Securities Act, it is intended,
understood and acknowledged that the Warrant Shares issued in a cashless
exercise transaction shall be deemed to have been acquired by the Holder,
and
the holding period for the Warrant Shares shall be deemed to have commenced,
on
the date this Warrant was originally issued pursuant to the Purchase
Agreement.
11. Fractional
Shares.
The
Company shall not be required to issue or cause to be issued fractional Warrant
Shares on the exercise of this Warrant. If any fraction of a Warrant Share
would, except for the provisions of this Section, be issuable upon exercise
of
this Warrant, the number of Warrant Shares to be issued will be rounded down
to
the nearest whole share.
12. Notices.
Any
and
all notices or other communications or deliveries hereunder (including without
limitation any Exercise Notice) shall be in writing and shall be deemed given
and effective on the earliest of (i) the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number
specified in the Purchase Agreement prior to 6:30 p.m. (New York City time)
on a
Trading Day, (ii) the next Trading Day after the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
number
specified in the Purchase Agreement on a day that is not a Trading Day or
later
than 6:30 p.m. (New York City time) on any Trading Day, (iii) the Trading
Day following the date of delivery to the courier service, if sent by nationally
recognized overnight courier service, or (iv) upon actual receipt by the
party to whom such notice is required to be given. The address for such notices
or communications shall be as set forth in the Purchase Agreement.
13. Warrant
Agent.
The
Company shall serve as warrant agent under this Warrant. Upon 30 days’
notice to the Holder, the Company may appoint a new warrant agent. Any
corporation into which the Company or any new warrant agent may be merged
or any
corporation resulting from any consolidation to which the Company or any
new
warrant agent shall be a party or any corporation to which the Company or
any
new warrant agent transfers substantially all of its corporate trust or
stockholder services business shall be a successor warrant agent under this
Warrant without any further act. Any such successor warrant agent shall promptly
cause notice of its succession as warrant agent to be mailed (by first class
mail, postage prepaid) to the Holder at the Holder’s last address as shown on
the Warrant Register.
14. Miscellaneous.
(a) Subject
to the restrictions on transfer set forth on the first page hereof, this
Warrant
may be assigned by the Holder. This Warrant may not be assigned by the Company
except to a successor in the event of a Fundamental Transaction. This Warrant
shall be binding on and inure to the benefit of the parties hereto and their
respective successors and assigns. Subject to the preceding sentence, nothing
in
this Warrant shall be construed to give to any Person other than the Company
and
the Holder any legal or equitable right, remedy or cause of action under
this
Warrant. This Warrant may be amended only in writing signed by the Company
and
the Holder and their successors and assigns.
(b) The
Company (i) will not increase the par value of any Warrant Shares above the
amount payable therefor on such exercise and (ii) will not close its
stockholder books or records in any manner which interferes with the timely
exercise of this Warrant, other than in connection with a business combination
transaction.
7
(c) GOVERNING
LAW; VENUE; WAIVER OF JURY TRIAL.
ALL
QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION
OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK. EACH PARTY HEREBY IRREVOCABLY SUBMITS
TO
THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE
CITY
OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR
DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE
TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO
ASSERT
IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT
TO THE JURISDICTION OF ANY SUCH COURT AND THAT SUCH SUIT, ACTION OR PROCEEDING
IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS
AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING
BY
MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY
(WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES
TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE
GOOD
AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN
SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER
PERMITTED BY LAW. EACH OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL RIGHTS
TO
A TRIAL BY JURY.
(d) The
headings herein are for convenience only, do not constitute a part of this
Warrant and shall not be deemed to limit or affect any of the provisions
hereof.
(e) In
case
any one or more of the provisions of this Warrant shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Warrant shall not in any way be affected or
impaired thereby and the parties will attempt in good faith to agree upon
a
valid and enforceable provision which shall be a commercially reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute
provision in this Warrant.
[REMAINDER
OF ▇▇▇▇ INTENTIONALLY LEFT BLANK,
SIGNATURE
PAGE FOLLOWS]
8
IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
by its
authorized officer as of the date first indicated above.
| ACURA PHARMACEUTICALS, INC. | ||
| |
|
|
| By: | ||
|
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
||
| Title: President and CEO | ||
9
FORM
OF
EXERCISE NOTICE
(To
be
executed by the Holder to exercise the right to purchase shares of Common
Stock
under the foregoing Warrant)
The
undersigned is the Holder of Warrant No. ___ (the “Warrant”)
issued
by ACURA PHARMACEUTICALS, INC., a New York corporation (the “Company”).
Capitalized terms used herein and not otherwise defined have the respective
meanings set forth in the Warrant.
| 1. |
The
Warrant is currently exercisable to purchase a total of ___________
Warrant Shares.
|
| 2. |
The
undersigned Holder hereby exercises its right to purchase ___________
Warrant Shares pursuant to the Warrant.
|
| 3. |
The
Holder intends that payment of the Exercise Price shall be made as
(check
one):
|
____
“Cash
Exercise” under Section 10
____
“Cashless Exercise” under Section 10
| 4. |
If
the holder has elected a Cash Exercise, the holder shall pay the
sum of $
___________
to the Company in accordance with the terms of the
Warrant.
|
| 5. |
Pursuant
to this exercise, the Company shall deliver to the holder ___________
Warrant Shares in accordance with the terms of the
Warrant.
|
| 6. |
Following
this exercise, the Warrant shall be exercisable to purchase a total
of
___________ Warrant Shares.
|
Dated:
___________
___________, ___________
|
Name
of Holder:
|
|
|
(Print)
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
(Signature
must conform in all respects to name of holder as specified on
the face of
the Warrant)
|
|
FORM
OF
ASSIGNMENT
[To
be
completed and signed only upon transfer of Warrant]
FOR
VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto
the
right represented by the within Warrant to purchase
shares
of Common Stock of ACURA PHARMACEUTICALS, INC. to which the within Warrant
relates and appoints
attorney
to transfer said right on the books of ACURA PHARMACEUTICALS, INC. with full
power of substitution in the premises.
Dated:
___________ ___________, ___________
|
(Signature
must conform in all respects to name of holder as specified on
the face of
the Warrant)
|
||
|
Address
of Transferee
|
||
|
In
the presence of:
|
||