Blueprint





 







Exhibit 10.6


 



WARRANT EXERCISE AGREEMENT


 


This Warrant Exercise Agreement (this
“Agreement”)
is entered into as of August 29, 2017, by and among GT Biopharma,
Inc., a Delaware corporation (the “Company”),
and the parties listed on Schedule
A hereto (the
“Warrant
Holders” or
Holders”).


 


WHEREAS,
each of James Heavener, Gianna Simone Baxter, Anthony Baxter, Alpha
Capital Anstalt, Bristol Investment Fund, Ltd, Adam Kasower,
Theorem Group, LLC, Red Mango Ltd, SV Booth Investments III,
Bristol Capital LLC, East Ventures, LLC, Randy Berinhout, Piter
Korompis, Private Resources, Ltd, Barry Wolfe, Scott Williams, Net
Capital LLC, Canyons Trust, Brannon Family Office LLLP, John Brady
(the foregoing individuals and entities collectively, the
“May 2016 Warrant Holders”) and the Company are party
to that certain Securities Purchase Agreement dated May 4, 2016, as
amended from time to time (the “May 2016 Purchase
Agreement”), pursuant to which the Company issued 10%
Convertible Debentures (the “May 2016
Warrants”);


 


WHEREAS,
H.C. Wainwright and Company, LLC (the foregoing entity known as,
the “August 2016 Warrant Holders”) and the Company are
party to that certain Securities Purchase Agreement dated August 6,
2015, as amended from time to time (the “August 2016 Purchase
Agreement”), pursuant to which the Company issued 10%
Convertible Debentures (the “August 2016
Warrants”);


 


WHEREAS,
each of James Heavener, Gianna Simone Baxter, Alpha Capital
Anstalt, Bristol Investment Fund, Ltd, Adam Kasower, Bristol
Capital LLC, Scott Williams, Private Resources Ltd, H.C. Wainwright
and Company LLC (the foregoing individuals and entities
collectively, the “January 2017 Warrant Holders”) and
the Company are party to that certain Securities Purchase Agreement
dated January 9, 2017, as amended from time to time (the
“January 2017 Purchase Agreement”), pursuant to which
the Company issued 10% Convertible Debentures (the “January
2017 Warrants”);


 


WHEREAS,
each of Alpha Capital Anstalt, Adam Kasower, (the foregoing
individuals and entities collectively, the “March 2017
Warrant Holders”) and the Company are party to that certain
Securities Purchase Agreement dated March 16, 2017, as amended from
time to time (the “March 2017 Purchase Agreement”),
pursuant to which the Company issued 10% Convertible Debentures
(the “March 2017 Warrants”);


 


WHEREAS,
each of Alpha Capital Anstalt, Craig Osborne, (the foregoing
individuals and entities collectively, the “April 2017
Warrant Holders”) and the Company are party to that certain
Securities Purchase Agreement dated April 13, 2017, as amended from
time to time (the “April 2017 Purchase Agreement”),
pursuant to which the Company issued 10% Convertible Debentures
(the “April 2017 Warrants”);


 


WHEREAS,
each of Adam Kasower, Red Mango Ltd, Bristol Investment Fund, Ltd,
(the foregoing individuals and entities collectively, the
“July 2017 Warrant Holders”) and the Company are party
to that certain Securities Purchase Agreement dated July 19, 2017,
as amended from time to time (the “July 2017 Purchase
Agreement”), pursuant to which the Company issued 10%
Convertible Debentures (the “July 2017
Warrants”);


 


WHEREAS,
each of James Heavener, Gianna Simone Baxter, Anthony Baxter, Alpha
Capital Anstalt, Bristol Investment Fund, Ltd, Adam Kasower, Craig
Osborne, Scott Williams, Randy Berinhout, Red Mango Ltd, (the
foregoing individuals and entities collectively, the “August
2017 Warrant Holders”) and the Company are party to that
certain Securities Purchase Agreement dated August 16, 2017, as
amended from time to time (the “August 2017 Purchase
Agreement”), pursuant to which the Company issued 10%
Convertible Debentures (the “August 2017
Warrants”);


 


WHEREAS,
May 2016 Warrants, August 2016 Warrants, January 2017 Warrants,
March 2017 Warrants, April 2017 Warrants, July 2017 Warrants, and
August 2017 Warrants are herein collectively referred to as the
“Warrants”;


 




 

-1-








 






 


WHEREAS,
May 2016 Warrant Holders, August 2016 Warrant Holders, January 2017
Warrant Holders, March 2017 Warrant Holders, April 2017 Warrant
Holders, July 2017 Warrant Holders, and August 2017 Warrant Holders
are herein collectively referred to as the “Warrant
Holders”;


 


WHEREAS,
the May 2016 Purchase Agreement, August 2016 Purchase Agreement,
January 2017 Purchase Agreement, March 2017 Purchase Agreement,
April 2017 Purchase Agreement, July 2017 Purchase Agreement, and
August 2017 Purchase Agreement are herein collectively referred to
as the “Prior Subscription Agreements”;


 


WHEREAS,
the Prior Subscription Agreements and the Warrants are herein
collectively referred to as the “Prior Transaction
Documents”;


 


WHEREAS, each Warrant Holder hereby agrees to
exercise all Warrants held by such Warrant Holder, and the Company
agrees to issue to each Warrant Holder upon exercise of such
Warrants, which exercise shall be cashless and for no additional
consideration, the number of shares of Common Stock set forth
opposite such Warrant Holder’s name
on Schedule
B hereto (the
“Warrant Shares”);


 


NOW,
THEREFORE, in consideration of the rights and benefits that they
will each receive in connection with this Agreement, the parties,
intending to be legally bound, agree as follows:


 


1. Exercise
of Warrants; Issuance of Warrant Shares.  Subject to the terms and conditions
of this Agreement, at the Closing (as defined herein) the Company
shall issue to each Warrant Holder, pursuant to the cashless
exercise of the Warrants then held by such Warrant Holder, based on
a VWAP of $8.20 and an exercise price of $7.20, for such number of
Warrant Shares set forth beside such Warrant Holder’s name
on Schedule
B attached hereto (the
“Warrant
Exercise”).  From and after the Closing,
the Warrants shall solely represent the right to receive the
Warrant Shares hereunder. In the event a Warrant Exercise will
result in a Warrant Holder owning more than 9.99% of the total
issued and outstanding common shares of the Company, the Warrant
Holder will be issued common stock in connection with the Warrant
Exercise until the Warrant Holder owns 9.99% of the issued and
outstanding stock of the Company. The balance of the Warrant
Exercise will be completed by the Company issuing the Warrant
Holder shares of Series J Preferred Stock. A copy of the
Certificate of Designation with respect to such Series J Preferred
Stock is annexed hereto as Exhibit C.


 


2. Closing.


 


(a)
Closing.  With
respect to all Warrants, the Warrant Holders shall deliver their
physical Warrants (or if such Warrants are lost, mutilated or
destroyed, a lost note affidavit and indemnity agreement in
substantially the form attached hereto as Exhibit
A (each, an
“Affidavit”))
to the Company for cancellation.


 


(b) Delivery of
Shares.  Within five
(5) business days from the receipt of the physical Warrants (or
Affidavit, as applicable) from any Warrant Holder, the Company
shall deliver the Warrant Shares to the Warrant Holders pursuant to
a legal opinion acceptable to the transfer agent and the Holders to
be issued by Company counsel and paid for by the Company,
electronically through the Depository Trust Company or another
established clearing corporation performing similar
functions.


 


3. Representations
and Warranties of the Company.  The Company hereby represents and
warrants to each Warrant Holder as of the date hereof as
follows:


 


(a) Organization and
Standing.  The
Company is a corporation duly organized, validly existing under,
and by virtue of, the laws of the State of Delaware, and is in good
standing under such laws.  The Company has all requisite
corporate power and authority to own and operate its properties and
assets and to carry on its business as presently
conducted.  The Company is duly qualified and authorized
to transact business and is in good standing as a foreign
corporation in each jurisdiction in which the failure to so qualify
would have a material adverse effect on its business, properties or
financial condition.


 




 

-2-








 






 


(b) Corporate
Power.  The Company
has all requisite legal and corporate power and authority to
execute and deliver this Agreement, to issue the Warrant Shares
hereunder, and to carry out and perform its obligations under the
terms of this Agreement and the transactions contemplated
hereby.


 


(c) Authorization.  All
corporate action on the part of the Company, its officers,
directors and stockholders necessary for the authorization,
execution, delivery and performance of this Agreement, the
authorization, sale, issuance and delivery of the Warrant Shares
and the performance of all of the Company’s obligations
hereunder have been taken or will be taken prior to the applicable
Closing.  This Agreement has been duly executed by the
Company and constitutes valid and legally binding obligations of
the Company, enforceable against the Company in accordance with
their respective terms, subject to the laws of general application
relating to bankruptcy, insolvency and the relief of debtors and
rules of law governing specific performance, injunctive relief or
other equitable remedies.


 


(d) Valid Issuance of
Stock.  The Warrant
Shares, when issued, sold and delivered in compliance with the
provisions of this Agreement, will be duly and validly issued,
fully paid and nonassessable and issued in compliance with
applicable federal and state securities laws.  Such
Warrant Shares will also be free and clear of any liens or
encumbrances; provided, however, that the Warrant Shares shall be
subject to the provisions of this Agreement and restrictions on
transfer under state and/or federal securities laws.  The
Warrant Shares are not subject to any preemptive rights, rights of
first refusal or restrictions on transfer.


 


(e) Offering.  Subject
in part to the accuracy of the Warrant Holder’s
representations in Sections 4 and 5 (if
applicable) hereof, the offer, sale and issuance of the Warrant
Shares in conformity with the terms of this Agreement constitute
transactions exempt from registration under the Securities Act of
1933, as amended (the “Securities
Act”) and from all
applicable state securities laws.


 


(f) Governmental
Consents.  No
consent, approval, qualification or authority of, or registration
or filing with, any local, state or federal governmental authority
on the part of the Company is required in connection with the valid
execution, delivery or performance of this Agreement, or the offer,
sale or issuance of the Shares, or the consummation of any
transaction contemplated hereby, except (i) such filings as have
been made prior to the date hereof and (ii) such additional
post-closing filings as may be required to comply with applicable
federal and state securities laws (including but not limited to any
Form D or Form 8-K filings), and with applicable general
corporation laws of the various states, each of which will be filed
with the proper authority by the Company in a timely
manner.


 


4. Representations
and Warranties of all Warrant Holders.  Each Warrant Holder, for itself and
for no other person, hereby represents and warrants as of the date
hereof to the Company as follows:


 


(a) Organization and
Standing.  The
Warrant Holder is either an individual or an entity duly organized,
validly existing under, and by virtue of, the laws of the
jurisdiction of its incorporation or formation, and is in good
standing under such laws.


 


(b) Corporate
Power.  The Warrant
Holder has all right, corporate, partnership, limited liability
company or similar power and authority to execute and deliver this
Agreement, to effect the Warrant Exercise hereunder, and to carry
out and perform its obligations under the terms of this Agreement
and the transactions contemplated hereby.


 


(c) Authorization.  All
corporate, partnership, limited liability company or similar
action, as applicable on the part of such Warrant Holder, necessary
for the authorization, execution, delivery and performance of this
Agreement, the Warrant Exercise and the performance of all of such
Warrant Holder’s obligations hereunder have been taken or
will be taken prior to the applicable Closing.  This
Agreement has been duly executed by the Warrant Holder and
constitutes valid and legally binding obligations of such Warrant
Holder, enforceable against such Warrant Holder in accordance with
their respective terms, subject to the laws of general application
relating to bankruptcy, insolvency and the relief of debtors and
rules of law governing specific performance, injunctive relief or
other equitable remedies.


 




 

-3-








 






 


(d) Governmental
Consents.  No
consent, approval, qualification or authority of, or registration
or filing with, any local, state or federal governmental authority
on the part of the Company is required in connection with the valid
execution, delivery or performance of this Agreement, or the offer,
sale or issuance of the Warrant Shares, or the consummation of any
transaction contemplated hereby, except such filings as have been
made prior to the date hereof.


 


(e) Own
Account.  Such
Warrant Holder understands that the Warrant Shares are
“restricted securities” and have not been registered
under the Securities Act or any applicable state securities law in
reliance upon exemptions from regulation for non-public offerings
and is acquiring the Warrant Shares as principal for its own
account and not with a view to or for distributing or reselling
such Warrant Shares or any part thereof in violation of the
Securities Act or any applicable state securities law, has no
present intention of distributing any such Warrant Shares in
violation of the Securities Act or any applicable state securities
law and has no direct or indirect arrangement or understandings
with any other persons to distribute or  regarding the
distribution of such Warrant Shares in violation of the Securities
Act or any applicable state securities law.  Such Warrant
Holder agrees that the Warrant Shares or any interest therein will
not be sold or otherwise disposed of by such Warrant Holder unless
the shares are subsequently registered under the Securities Act and
under appropriate state securities laws or unless the Company
receives an opinion of counsel satisfactory to it (including the
opinion delivered by the Company at Closing) that an exception from
registration is available.


 


(f) Warrant Holder
Status.  The Warrant
Holder is either: (i) an “accredited investor” as
defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under
the Securities Act or (ii) a “qualified institutional
buyer” as defined in Rule 144A under the Securities
Act.  Such Warrant Holder is not required to be
registered as a broker-dealer under Section 15 of the Securities
Exchange Act of 1934, as amended (the “Exchange
Act”).


 


(g) Experience of Warrant
Holder.  Such Warrant
Holder, either alone or together with its representatives, has such
knowledge, sophistication and experience in business and financial
matters so as to be capable of evaluating the merits and risks of
the prospective investment in the Warrant Shares, and has so
evaluated the merits and risks of such
investment.


 


(h) Ability to Bear
Risk.  Such Warrant
Holder understands and acknowledges that investment in the Company
is highly speculative and involves substantial
risks.  Such Warrant Holder is able to bear the economic
risk of an investment in the Warrant Shares and is able to afford a
complete loss of such investment.


 


(i) General
Solicitation.  Such
Warrant Holder is not accepting the Warrant Shares as a result of
any advertisement, article, notice or other communication regarding
the Warrant Shares published in any newspaper, magazine or similar
media or broadcast over television or radio or presented at any
seminar or any other general solicitation or general
advertisement.


 


(j) Disclosure of
Information.  Such
Warrant Holder has had the opportunity to receive all additional
information related the Company requested by it and to ask
questions of, and receive answers from, the Company regarding the
Company, including the Company’s business management and
financial affairs, and the terms and conditions of this offering of
the Warrant Shares.  Such questions were answered to such
Warrant Holder’s satisfaction.  Such Warrant Holder
has also had access to copies of the Company’s filings with
the Securities Exchange Commission under the Securities Act and
Exchange Act.  The Warrant Holder believes that it has
received all the information such Warrant Holder considers
necessary or appropriate for deciding whether to consummate the
Warrant Exercise.  The Warrant Holder understands that
such discussions, as well as any information issued by the Company,
were intended to describe certain aspects of the Company’s
business and prospects, but were not necessarily a through or
exhaustive description.  The Warrant Holder acknowledges
that any business plans prepared by the Company have been, and
continue to be, subject to change and that any projections included
in such business plans or otherwise are necessarily speculative in
nature and it can be expected that some or all of the assumptions
underlying the projections will not materialize or will vary
significantly from actual results. 



 


 (k) Residency.  The
residency of the Warrant Holder (or in the case of a partnership or
corporation, such entity’s principal place of business) is
correctly set forth on the signature pages attached
hereto.


 




 

-4-








 






 


(l) Security
Holdings.  The
Warrants held by each Warrant Holder, as applicable, as of the date
hereof are correctly described on Schedule
B attached
hereto.  The Warrant Holder does not hold any other
securities or equity interests in the Company other than what is
set forth opposite such Warrant Holder’s name
on Schedule
B attached
hereto, and Schedule
B to the Note Conversion
Agreement, dated August 23, 2017, which is incorporated herein by
reference as though fully set forth herein and made a part of this
Agreement.


 


(m) Tax
Matters.  The Warrant
Holder has reviewed with its own tax advisors the U.S. federal,
state, local and foreign tax consequences of this investment and
the transaction contemplated by this Agreement.  The
Warrant Holder understands that it (and not the Company) shall be
responsible for its own tax liability that may arise as a result of
this investment and the transactions contemplated by this
Agreement.


 


(n) Restrictions on
Transferability; No Endorsement.  The Warrant Holder has been informed
of and understand the following:


 


i. there
are substantial restrictions on the transferability of the Warrant
Shares; or


 


ii. no
federal or state agency has made any finding or determination as to
the fairness for public investment, nor any recommendation nor
endorsement of the Warrant Shares.


 


(o) No Other
Representation by the Company.  None of the following information has
ever been represented, guaranteed or warranted to the Warrant
Holder, expressly or by implication by any broker, the Company, or
agent or employee of the foregoing, or by any other
Person:


 


i. the
approximate or exact length of time that the Warrant Holder will be
required to remain a holder of the Warrant Shares;


 


ii. the
amount of consideration, profit or loss to be realized, if any, as
a result of an investment in the Company; or


 


iii. that
the past performance or experience of the Company, its officers,
directors, associates, agents, affiliates or employees or any other
person will in any way indicate or predict economic results in
connection with the plan of operations of the Company or the return
on investment.


 


5. Representations,
Warranties and Covenants of Non-US Warrant
Holders.  Each
Warrant Holder who is a Non-U.S. Person (as defined herein) hereby
represents and warrants to the Company as follows (provided however
a Warrant Holder may not make the representation in this Section 5
if it so indicates on such Warrant Holder’s signature
page):


 


(a) Certain
Definitions.  As used
herein, the term “United States” means and includes the
United States of America, its territories and possessions, any
state of the United States and the District of Columbia, and the
term “Non-U.S. person” means any person who is not a
U.S. person (as defined in Regulation S) or is deemed not to be a
U.S. person under Rule 902(k)(2) of the Securities
Act.


 


(b) Reliance on
Representations and Warranties by the Company.  This Agreement is made by the Company
with such Warrant Holder who is a Non-U.S. person
(“Non-U.S.
Warrant Holder”) in
reliance upon such Non-U.S. Warrant Holder’s representations
and warranties made herein.


 


(c) Regulation
S.  Such Non-U.S.
Warrant Holder has been advised and acknowledges
that:


 


i. the
Warrant Shares have not been registered under the Securities Act,
the securities laws of any state of the United States or the
securities laws of any other country;


 


ii. in
issuing and selling the Warrant Shares to such Non-U.S. Warrant
Holder pursuant to hereto, the Company is relying upon the
“safe harbor” provided by Regulation S and/or on
Section 4(a)(2) under the Securities Act;


 




 

-5-








 






 


iii. it is a condition to the availability of
the Regulation S “safe harbor” that the Warrant Shares
not be offered or sold in the United States or to a U.S. person
until the expiration of a period of one year following the Closing
Date; notwithstanding the foregoing, prior to the expiration of one
year after the Closing (the “Restricted
Period”), the Warrant
Shares may be offered and sold by the holder thereof only if such
offer and sale is made in compliance with the terms of this
Agreement and either: (A) if the offer or sale is within the United
States or to or for the account of a U.S. person, the securities
are offered and sold pursuant to an effective registration
statement or pursuant to Rule 144 under the Securities Act or
pursuant to an exemption from registration requirements of the
Securities Act, or (B) the offer and sale is outside the United
States and to other than a U.S. person.


 


(d) Certain Restrictions
on Warrant Shares.  Such Non-U.S. Warrant Holder agrees
that with respect to the Shares until the expiration of the
Restricted Period:


 


i. such
Non-U.S. Warrant Holder, its agents or its representatives have not
and will not solicit offers to buy, offer for sale or sell any of
the Shares or any beneficial interest therein in the United States
or to or for the account of a U.S. person during the Restricted
Period; notwithstanding the foregoing, prior to the expiration of
the Restricted Period, the Warrant Shares may be offered and sold
by the holder thereof only if such offer and sale is made in
compliance with the terms of this Agreement and either: (A) if the
offer or sale is within the United States or to or for the account
of a U.S. person, the securities are offered and sold pursuant to
an effective registration statement or pursuant to Rule 144 under
the Securities Act or pursuant to an exemption from registration
requirements of the Securities Act; or (B) the offer and sale is
outside the United States and to a person other than a U.S. person;
and


 


ii. such
Non-U.S. Warrant Holder shall not engage in hedging transactions
with regards to the Warrant Shares unless in compliance with the
Securities Act.


 


The
foregoing restrictions are binding upon subsequent transferees of
the Warrant Shares, except for transferees pursuant to an effective
registration statement.  Such Non-U.S. Warrant Holder
agrees that after the Restricted Period, the Warrant Shares may be
offered or sold within the United States or to or for the account
of a U.S. person only pursuant to applicable securities
laws.


 


(e) Directed
Selling.  Such
Non-U.S. Warrant Holder has not engaged, nor is it aware that any
party has engaged, and such Non-U.S. Warrant Holder will not engage
or cause any third party to engage, in any directed selling efforts
(as such term is defined in Regulation S) in the United States with
respect to the Shares.


 


(f) Location of Non-U.S.
Warrant Holder. Such Non-U.S.
Warrant Holder: (i) is domiciled and has its principal place of
business or registered office outside the United States; (ii)
certifies it is not a U.S. person and is not acquiring the Warrant
Shares for the account or benefit of any U.S. person; and (iii) at
the time of Closing, the Non-U.S. Warrant Holder or persons acting
on the Non-U.S. Warrant Holder’s behalf in connection
therewith are located outside the United
states.


 


(g) Distributor;
Dealer.  Such
Non-U.S. Warrant Holder is not a “distributor” (as
defined in Regulation S) or a “dealer” (as defined in
the Securities Act).


 


(h) Notation of
Restrictions.  Such
Non-U.S. Warrant Holder acknowledges that the Company shall make a
notation in its stock books regarding the restrictions on transfer
set forth in this section and shall transfer such shares on the
books of the Company only to the extent consistent
therewith.


 


(i) Compliance with
Laws. Such Non-U.S. Warrant
Holder is satisfied as to the full observance of the laws of such
Non-U.S. Warrant Holder’s jurisdiction in connection with the
Warrant Exercise, including (i) the legal requirements within such
Non-U.S. Warrant Holder’s jurisdiction for the Warrant
Exercise, (ii) any foreign Warrant Exercise restrictions applicable
to such Warrant Exercise, (iii) any governmental or other consents
that may need to be obtained and (iv) the income tax and other tax
consequences, if any, that may be relevant to the Warrant Exercise,
holding, redemption, sale or transfer of such
securities.  Such Non-U.S. Warrant Holder’s
participation in the Warrant Exercise, and such Non-U.S. Warrant
Holder’s continued beneficial ownership of the Warrant Shares
will not violate any applicable securities or other laws of such
Non-U.S. Warrant Holder’s jurisdiction.


 




 

-6-








 






 


6. Waiver
and Release. Effective
immediately upon the Warrant Exercise with respect to the Warrants
held by each Warrant Holder:


 


(a)
Such Warrant Holder expressly forfeits and waives any and all
anti-dilution and piggyback registration rights under any and all
Prior Transaction Documents or otherwise applicable to the
Warrants, including any anti-dilution rights such Warrant Holder
may have with respect to the issuances of any capital stock or
other securities of the Company pursuant to previous transactions
and pursuant to this Agreement.


 


(b) Such
Warrant Holder unconditionally, irrevocably and absolutely releases
and discharges the Company, and any parent and subsidiary
corporations, divisions and affiliated corporations, partnerships
or other entities of the Company, past and present, as well as the
Company’s past and present employees, officers, directors,
agents, principals, shareholders, successors and assigns from all
claims, losses, demands, interests, causes of action, suits, debts,
controversies, liabilities, costs, expenses and damages related to
the waiver of anti-dilution and piggyback registration rights
above, any security interest pursuant to any Prior Transaction
Documents or otherwise over any collateral of the Company, or
related in any way to any rights such Warrant Holder may have to
equity or debt securities of the Company, other than as set forth
on the schedules hereto.  This release includes, but is
not limited to, any tort, contract, common law, constitution or
other statutory claims (including but not limited to any claims for
attorneys’ fees, costs and expenses).


 


(c) Such
Warrant Holders and the Company expressly waives such Warrant
Holder’s or Company’s (as applicable) right to recovery
of any type, including damages or reinstatement, in any
administrative court or action, whether state or federal, and
whether brought by such Warrant Holder or Company or on such
Warrant Holder’s or Company’s (as applicable) behalf,
related in any way to the matters released herein.


 


 (d) Such
Warrant Holders and the Company declares and represents that it
intends this Agreement to be complete and not subject to any claim
of mistake, and that the release of the claims described herein
expresses a full and complete release and it intends the release of
such claims to be final and complete.


 


(e) The
parties acknowledge that this release is not intended to bar any
claims that, by statute, may not be waived and shall not waive any
indemnification rights previously granted in Prior Transaction
Documents.


 


(f)                 The
Company unconditionally, irrevocably and absolutely releases and
discharges such Warrant Holder, and any parent and subsidiary
corporations, divisions and affiliated corporations, partnerships
or other entities of such Warrant Holder, past and present, as well
as the such Warrant Holder’s past and present employees,
officers, directors, agents, principals, shareholders, successors
and assigns from all claims, losses, demands, interests, causes of
action, suits, debts, controversies, liabilities, costs, expenses
and damages related to any Prior Transaction Documents or otherwise
over any collateral of the Company, or related in any way to any
obligations such Warrant Holder may have to the Company, other than
as provided under this Agreement or set forth on the schedules
hereto. This release includes, but is not limited to, any tort,
contract, common law, constitution or other statutory claims
(including but not limited to any claims for attorneys’ fees,
costs and expenses).


 




 

-7-








 






 


7. Covenants. 


 

(a) On
or about the date of this Agreement, the Company is entering into
Note Conversion Agreements, Preferred Stock Exchange Agreements,
and Warrant Exercise Agreements with the debenture holders, the
preferred stock holders and the warrant holders of the Company.
Pursuant to these agreements, common stock and sometimes Series J
Preferred Stock will be issued upon the conversion of debentures,
conversion of old preferred stock and the exercise of warrants
(collectively the “Newly Issued Capital Stock”). The
Note Holder’s “New Stock” is the common stock
received pursuant to this Agreement, any Preferred Stock Exchange
Agreement and any Warrant Exercise Agreement of even date herewith,
together with the number of common shares into which the Note
Holder’s Series J Preferred Stock received by virtue of the
same agreements, is convertible. The “Note Holder’s
Percentage” is the percentage of the Note Holder’s New
Stock compared to the total of the Newly Issued Capital Stock.
At all times during the one-year
period immediately following the Closing in which the Note Holder
participates (“Restricted Period”), beginning on the
Closing Date, such Note Holder hereby agrees with the Company that
such Note Holder shall not sell on any one day, any shares of the
Company’s capital stock in excess of the Note Holder’s
Percentage of the Company’s trading volume on that day. The
foregoing restriction was requested by the Company of each Note
Holder and was not requested by any Note Holder. Each Note Holder
shall make its own determination of when to sell and when not to
sell independently of any other Note Holder and not as a part of
any group. Notwithstanding the foregoing, the restrictions set
forth in this Section
7(a) will terminate with
respect to any Note Conversion Shares when the Company has any
registration statement declared effective by the Securities and
Exchange Commission. The Company undertakes and agrees to notify
each Note Holder in writing (which may be via e-mail to with a
‘read receipt requested’) of the effective date on the
same day that the Company receives notice of such effective
date.  The parties hereto acknowledge and agree that,
except as set forth in this Agreement, the Company is under no
obligation to register any of the Note Conversion Shares. The Note
Holder’s Percentage is listed on Schedule
A. Notwithstanding
anything herein to the contrary, during the Restricted Period, the
Holder may, directly or indirectly, sell or transfer all, or any
part, of the Shares or the Warrant Shares (the “Restricted
Securities”) to any Person (an “Assignee”) in a
transaction which does not need to be reported on the Nasdaq
consolidated tape, without complying with (or otherwise limited by)
the restrictions set forth in this Section 7(a); provided, that as
a condition to any such sale or transfer an authorized signatory of
the Company and such Assignee duly execute and deliver a leak-out
agreement in the form of this Section 7(a) (an “Assignee
Agreement”, and each such transfer a “Permitted
Transfer”) and, subsequent to a Permitted Transfer, sales of
the Note Holder and all Assignees (other than any such sales that
constitute Permitted Transfers) shall be aggregated for all
purposes of this Section 7(a) and all Assignee
Agreements.


 


(b)           The
Company hereby represents and warrants as of the date hereof and
covenants and agrees from and after the date hereof that none of
the terms offered to any Warrant Holder with respect to the terms
hereunder and the Warrant Shares is or will be more favorable to
any other Warrant Holder than those offered under this Agreement
(including by way of any written or verbal side or separate
agreements). If, and whenever on or after the date hereof, the
Company offers different terms to another Warrant Holder, then (i)
the Company shall provide notice thereof to all Warrant Holders
promptly following the occurrence thereof and (ii) the terms and
conditions of this Agreement shall be, without any further action
by the Holder or the Company, automatically and retroactively
amended and modified in an economically and legally equivalent
manner such that all Warrant Holders shall receive the benefit of
the more favorable terms and/or conditions (as the case may be)
granted to such other Warrant Holder, provided that upon written
notice to the Company at any time a Warrant Holder may elect not to
accept the benefit of any such amended or modified term or
condition, in which event the term or condition contained in this
Agreement shall apply to the Warrant Holder as it was in effect
immediately prior to such amendment or modification as if such
amendment or modification never occurred with respect to the
Warrant Holder.


 


(c)           
This Agreement shall be effective with
respect to Holders who accept this offer only if Holders possessing
not less than 100% of the outstanding Warrants accept this offer
and execute and deliver a copy of this Agreement to the Company on
or before September 1, 2017. If this Agreement becomes effective
and the transaction documents are executed on or before 8:30 a.m.
on September 5, 2017, then on or before 9:00 a.m. Eastern Time on
September 5, 2017, the Company shall file a Current Report on Form
8-K with the Commission. From and after such filing, the Company
represents to the Warrant Holders that it shall have publicly
disclosed all material, non-public information delivered to it by
the Company or any of its Subsidiaries, or any of their respective
officers, directors, employees or agents.


 




 

-8-








 






 


(d)           Except
with respect to the material terms and conditions of the
transactions contemplated by this Agreement, the Company covenants
and agrees that neither it, nor any other Person acting on its
behalf, will provide any Warrant Holder or its agents or counsel
with any information that the Company believes constitutes material
non-public information, unless prior thereto such Warrant Holder
shall have entered into a written agreement with the Company
regarding the confidentiality and use of such information. The
Company understands and confirms that each Warrant Holder shall be
relying on the foregoing covenant in effecting transactions in
securities of the Company.


 


8. Miscellaneous.


 


(a)
Restriction
Notations. The provisions of
this Subsection 8(a) and Subsection 8(d) below, apply to all common
shares received by any Note Holder pursuant to a Note Conversion
Agreement, a Preferred Stock Exchange Agreement, or a Warrant
Exercise Agreement and shares of common stock into which Series J
Preferred Stock is converted, which shares of Series J Preferred
Stock are received pursuant to the same agreements. Collectively
these shares are referred to in this Subsection 8(a) and Subsection
8(d) as the “Shares”.



 


i. Except
as otherwise provided in this Agreement,the Company shall not make
any notations on its records or give any instructions to the
registrar and transfer agent of the Company (along with any
successor transfer agent of the Company, the “Transfer
Agent”) implementing any restrictions on
transfer.


 


ii.
Company and Transfer Agent records evidencing the Shares shall not
contain any restriction notation (including any restriction
notation under this Section 8(a)): (i) while a registration
statement covering the resale of such security is effective under
the Securities Act, (ii) following any sale of such Shares pursuant
to Rule 144, (iii) if such Shares are eligible for sale under Rule
144 or (iv) if such restriction notation is not required under
applicable requirements of the Securities Act (including judicial
interpretations and pronouncements issued by the staff of the
Securities and Exchange Commission). The Company shall cause its
counsel to issue a legal opinion to the Transfer Agent promptly if
required by the Transfer Agent or requested by a Warrant Holder to
effect the removal of the restriction notation hereunder. If all or
any Series J Preferred Stock is converted at a time when there is
an effective registration statement to cover the resale of the
Shares, Common Stock issuable upon conversion of the Series J
Preferred Stock (“Series J Conversion Shares”) or if
the Shares may be sold under Rule 144 or if such restriction
notation is not otherwise required under applicable requirements of
the Securities Act (including judicial interpretations and
pronouncements issued by the staff of the Commission) then such
Warrant Shares and Series J Conversion Shares shall be issued free
of all restriction notations. The Company agrees that following
such time as such restriction notation is no longer required under
this Section 8(a), it will, no later than three business days
following the request by a Warrant Holder to the Company that the
restriction on the Warrant Holder’s shares be removed (such
third business day, the “Restriction Notation Removal
Date”), cause the Transfer Agent to transfer the Shares upon
the request of the Warrant Holder by crediting the account of the
Warrant Holder's prime broker with the Depository Trust Company
System as directed by such Warrant Holder. The Company may not make
any notation on its records or give instructions to the Transfer
Agent that enlarge the restrictions on transfer set forth in this
Section 8. Without limiting the generality of the foregoing and
subject to the volume limitations of Section 7(a), provided a Note
Holder is not an affiliate of the Company and the Company is
current in its reporting obligations, the Note Conversion Shares
and Series J Conversion Shares may be sold under Rule 144 without
restriction and the Company will provide the required legal
opinions in connection with such sales.


 




 

-9-








 






 


iii.
In addition to the Warrant Holder's other available remedies, the
Company shall pay to a Warrant Holder, in cash, as partial
liquidated damages and not as a penalty, for each $1,000 of Shares
(based on the VWAP of the Common Stock of the Company on the date a
request for restriction notation removal is submitted to the
Transfer Agent) to which a removal of a restriction notation was
requested and subject to Section 8(a)(ii), $10 per business day
(increasing to $20 per business day five (5) business days after
such damages have begun to accrue) for each business day after the
Restriction Notation Removal Date until such stock is delivered
without a restriction notation. Nothing herein shall limit such
Warrant Holder's right to pursue actual damages for the Company's
failure to transfer Shares or Series J Conversion Shares as
required by this Agreement, and such Warrant Holder shall have the
right to pursue all remedies available to it at law or in equity
including, without limitation, a decree of specific performance
and/or injunctive relief. For the purposes of this section, "VWAP"
means, for any date, the price determined by the first of the
following clauses that applies: (a) if the Common Stock is then
listed or quoted on a Trading Market, the daily volume weighted
average price of the Common Stock for such date (or the nearest
preceding date) on the Trading Market on which the Common Stock is
then listed or quoted as reported by Bloomberg L.P. (based on a
Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New
York City time)), (b) if the OTC Bulletin Board is not a Trading
Market, the volume weighted average price of the Common Stock for
such date (or the nearest preceding date) on the OTC Bulletin
Board, (c) if the Common Stock is not then listed or quoted for
trading on the OTC Bulletin Board and if prices for the Common
Stock are then reported in the "Pink Sheets" published by Pink OTC
Markets, Inc. (or a similar organization or agency succeeding to
its functions of reporting prices), the most recent bid price per
share of the Common Stock so reported, or (d) in all other cases,
the fair market value of a share of Common Stock as determined by
an independent appraiser selected in good faith by the Warrant
Holders of a majority in interest of the Securities then
outstanding and reasonably acceptable to the Company, the fees and
expenses of which shall be paid by the Company. For the purposes of
this section, “Trading Market” means any of the
following markets or exchanges on which the Common Stock is listed
or quoted for trading on the date in question: the NYSE MKT, the
Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global
Select Market, the New York Stock Exchange, the OTC Bulletin Board,
or any market of the OTC Markets, Inc. (or any successors to any of
the foregoing).


 


In
addition to such Warrant Holder’s other available remedies,
in the event that the Shares are delivered more than 5 Trading Days
following the date hereof (or if issued pursuant to the Series J
Preferred, following conversion) or a legal opinion required above
is not delivered to the Transfer Agent prior to the expiration of
its effectiveness (“Required Delivery Date”), Company
shall pay to a Warrant Holder, in cash, (i) as partial liquidated
damages and not as a penalty, for each $1,000 of Shares (based on
the VWAP of the Common Stock on the date such Securities are
required to be delivered), $10 per Trading Day (increasing to $20
per Trading Day five (5) Trading Days after such damages have begun
to accrue) for each Trading Day after the Required Delivery Date
until such Shares or Series J Conversion Shares are delivered
without a legend and (ii) if the Company fails to (a) issue and
deliver (or cause to be delivered) to a Warrant Holder by the
Required Delivery Date Shares or Series J Conversion Shares without
legends that is free from all restrictive and other legends and (b)
if after the Required Delivery Date such Warrant Holder purchases
(in an open market transaction or otherwise) shares of Common Stock
to deliver in satisfaction of a sale by such Warrant Holder of all
or any portion of the number of shares of Common Stock, or a sale
of a number of shares of Common Stock equal to all or any portion
of the number of shares of Common Stock that such Warrant Holder
anticipated receiving from the Company without any restrictive
legend, then, an amount equal to the excess of such Warrant
Holder’s total purchase price (including brokerage
commissions and other out-of-pocket expenses, if any) for the
shares of Common Stock so purchased (including brokerage
commissions and other out-of-pocket expenses, if any) (the
“Buy-In Price”) over the product of (A) such number of
that the Company was required to deliver to such Warrant Holder by
the Required Delivery Date multiplied by (B) the lowest closing
sale price of the Common Stock on any Trading Day during the period
commencing on the date of the delivery by such Warrant Holder to
the Company of the applicable Shares or Series J Conversion Shares
(as the case may be) and ending on the date of such delivery and
payment under this clause (iii).


 


(b) Transfers.  Subject
to Section 7 above, the Company hereby confirms that it will not
require a legal opinion or “no action” letter from any
Warrant Holder who desires to transfer the Warrant Shares or Series
J Conversion Shares in compliance with Rule 144 promulgated by the
Securities and Exchange Commission under the Securities Act
(“Rule 144”).


 


(c)          Registration
Rights. Holders of Warrant
Shares will have the registration rights described in Exhibit B
hereto


 




 

-10-








 






 


(d) Furnishing of
Information.  Until
the earliest of the time that no Warrant Holder owns Warrants or
Shares, the Company covenants to maintain the registration of its
Common Stock under Section 12(b) or 12(g) of the Exchange Act.
During the period that the Warrant Holders own Warrants or Shares,
the Company shall timely file (or obtain extensions in respect
thereof and file within the applicable grace period) all reports
required to be filed by the Company pursuant to the Exchange Act,
even if the Company is not then subject to the reporting
requirements of the Exchange Act.



 


(e) Tacking.
Each party hereto acknowledges that the holding period for the
Warrant Shares and the Series J Conversion Shares may be tacked
back to the date the Warrants were initially issued and the Company
shall take no position contrary to this
position. 


 


(f) Reliance on
Representations and Warranties by the Company.  Each Warrant Holder acknowledges that
the representations and warranties contained herein are made by it
with the intention that such representations and warranties may be
relied upon by the Company and its legal counsel in determining the
Warrant Holder’s eligibility to purchase the Warrant Shares
under applicable securities legislation, or (if applicable) the
eligibility of others on whose behalf it is contracting hereunder
to purchase the Warrant Shares under applicable securities
legislation.  The Warrant Holder further agrees that the
representations and warranties made by the Warrant Holder will
survive the Warrant Exercise and will continue in full force and
effect notwithstanding any subsequent disposition of the Warrant
Holder of such Warrant Shares.


 


(g) Fees and
Expenses.  Each party
shall pay the fees and expenses of its advisors, counsel,
accountants and other experts, if any, and all other expenses
incurred by such party incident to the preparation, execution,
delivery and performance of this Agreement.


 


(h) Entire
Agreement.  This
Agreement, together with the schedules attached hereto, contain the
entire understanding of the parties with respect to the subject
matter hereof and supersede all prior agreements and
understandings, oral or written with respect to such
matters.


 


(i) Notices.  All
notices, demands requests, consents, approvals, and other
communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally
served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable
air courier service with charges prepaid, or (iv) transmitted by
hand delivery, addressed as set forth below or to such other
address as such party shall have specified most recently by written
notice. The addresses for such communications shall be: (i) if to
the Company, to: GT Biopharma, Inc., Attn: Chief Financial Officer,
4100 South Ashley Drive, Suite 600, Tampa, FL 33602, and (ii) if to
the Warrant Holders, to the addresses as indicated on the signature
pages attached hereto.


 


(j) Amendments;
Waivers.  No
provision of this Agreement may be waived, modified, supplemented
or amended except in a written instrument signed, in the case of an
amendment, by the Company and the Warrant Holders holding at least
a majority in interest of the Warrant Shares then outstanding or,
in the case of a waiver, by the party against whom enforcement of
any such waived provision is sought; provided,
that all waivers, modifications, supplements or amendments effected
by less than all Warrant Holders impact all Warrant Holders in the
same fashion.  No waiver with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a
continuing waiver in the future or a waiver of any other provision,
condition or requirement hereof, nor shall any delay or omission of
any party to exercise any right hereunder in any manner impair the
exercise of any such right.


 


(k) Headings.  The
headings herein are for convenience only, do not constitute a part
of this Agreement and shall not be deemed to limit or affect any of
the provisions hereof.


 


(l) Successors and
Assigns.  This
Agreement shall be binding upon and inure to the benefit of the
parties and their successors and permitted
assigns.


 


(m) No Third-Party
Beneficiaries.  This
Agreement is intended for the benefit of the parties hereto and
their respective successors and assigns, and is not for the benefit
of, nor may any provision hereof be enforced by, any other
Person.


 




 

-11-








 






 


(n) Governing
Law.  All questions
concerning the construction, validity, enforcement and
interpretation of this Agreement and the transactions contemplated
hereby shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York, without
regard to the principals of conflicts of law thereof. Each party
agrees that all legal proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this
Agreement (whether brought against a party hereto or its respective
affiliates, directors, officers, shareholders, partners, members,
employees or agents) shall be commenced exclusively in the state
and federal courts of New York. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal
courts of New York for the adjudication of any dispute hereunder or
in connection herewith or the transaction contemplated hereby or
discussed herein, and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not
venue for such proceeding. 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. In addition to any other rights or remedies hereunder, any
indemnification provisions granted to a Warrant Holder shall
continue to survive and apply to such Warrant Holder as if such
rights were granted hereunder.


  


(o) Survival.  The
representations and warranties contained herein shall survive the
Closing for the applicable statute of
limitations.


 


(p) Execution.  This
Agreement may be executed in one or more counterparts, all of which
when taken together shall be considered one and the same agreement,
it being understood that the parties need not sign the same
counterpart.  In the event that any signature is
delivered by facsimile transmission or by email delivery of a
“.pdf” format data file, such signature shall create a
valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect
as if such facsimile or “.pdf” signature was an
original thereof.


 


(q) Severability.  If
any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or
invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ, an alternative means to
achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or
restriction.  It is hereby stipulated and declared to be
the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid,
illegal, void or unenforceable.


 


(r) Independent Nature of
Obligations and Rights.  The obligations of each Warrant
Holder hereunder are several and not joint with the obligations of
any other Warrant Holder, and no Warrant Holder shall be
responsible in any way for the performance or non-performance of
the obligations of any other Warrant Holder hereunder. Nothing
contained herein and no action taken by any Warrant Holder hereto
shall be deemed to constitute the Warrant Holders as a partnership,
an association, a joint venture or any other kind of entity, or
create a presumption that the Warrant Holders are in any way acting
in concert or as a group with respect to such obligations or the
transactions contemplated hereby. The Company and each Warrant
Holder confirms that such Warrant Holder has independently
participated in the negotiation of the transactions contemplated
hereby with the advice of its own counsel and advisors. Each
Warrant Holder shall be entitled to independently protect and
enforce its rights under this Agreement and it shall not be
necessary for any other Warrant Holder to be joined as an
additional party in any proceeding for such
purpose.


 


(s) No Third Party
Beneficiaries.  Nothing in this Agreement shall
provide any benefit to any third party nor entitle any third party
to any claim, cause of action, remedy or right of any kind, it
being the intent of the parties hereto that this Agreement shall
not otherwise be construed as a third party beneficiary
contract.


 




 

-12-








 






 


(t) Construction.  The
parties hereto agree that each of them and/or their respective
counsel have reviewed and have had an opportunity to revise this
Agreement and the schedules attached hereto.  This
Agreement shall be construed according to its fair meaning and not
strictly for or against any party.  The word
“including” shall be construed to include the words
“without limitation.”  In this Agreement,
unless the context otherwise requires, references to the singular
shall include the plural and vice versa.


 


(u) WAIVER
OF JURY TRIAL.  IN ANY ACTION,
SUIT OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST
ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY ANDINTENTIONALLY, TO
THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY,
UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRAIL BY
JURY.


 


 



[Remainder
of page intentionally left blank]


 


 







 


 


 


 


 




 

-13-








 






 



Signature page to



Warrant Exercise Agreement



(Company)


 



 



IN WITNESS WHEREOF, the parties have caused this Warrant Exercise
Agreement to be duly executed and delivered as of the date and year
first written above.


 



 


	
 

	


“Company”


 



GT Biopharma, Inc.

	
 


	
 

	
 

	
 

	
 


	
 

	

By:

	
 

	
 


	
 

	

Name:

	
 

	
 


	
 

	

Title:

	
 

	
 


	
 

	
 

	
 

	
 








 


 


 


 


 




 

-14-








 






 



Signature page to



Warrant Exercise Agreement



(Warrant Holders)


 



 


 


IN
WITNESS WHEREOF, the parties have caused this Warrant Exercise
Agreement to be duly executed and delivered as of the date and year
first written above.



 


 


	
 

	

“Warrant
Holders”

	
 


	
 

	
 

	
 


	
 

	


If by an individual:

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	

Printed
Name:

	
 

	
 


	
 

	

Residency:

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	


If by an entity:

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 


	
 

	

Name of
entity

	
 


	
 

	
 

	
 

	
 


	
 

	

By:

	
 

	
 


	
 

	

Printed
Name:

	
 

	
 


	
 

	

Title:

	
 

	
 


	
 

	

Principal
Place of Business:

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	


Address for Notice:

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	


Facsimile:

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 








 


 




 

-15-








 






 

 



Schedule A


 


 


	
 

	
 

	

Percentage


	
 

	
 

	
 


	

Bristol
Investment Fund*

	
 

	

21.515%


	

Theorem
Group*

	
 

	

14.507%


	

James
W. Heavener*

	
 

	

11.175%


	

Adam
Kasower*

	
 

	

10.515%


	

Canyons
Trust*

	
 

	

10.407%


	

Red
Mango*

	
 

	

9.096%


	

Alpha
Capital *

	
 

	

7.374%


	

Scott
Booth Investments III*

	
 

	

5.551%


	

Bristol
Capital*

	
 

	

2.954%


	

East
Ventures Inc*

	
 

	

2.136%


	

HC
Wainwright*

	
 

	

1.065%


	

Raymond
Pribadi (Private Resources) *

	
 

	

0.653%


	

Scott
Williams*

	
 

	

0.554%


	

Randy
Berinhout*

	
 

	

0.398%


	

Craig
Osborne*

	
 

	

0.393%


	

Adam
Cohen

	
 

	

0.321%


	

Les
Cantor

	
 

	

0.319%


	

Munt
Trust

	
 

	

0.245%


	

Gianna
Simone Baxter*

	
 

	

0.183%


	

Farhad
Rastanian

	
 

	

0.132%


	

Howard
Knee

	
 

	

0.121%


	

Ho'okipa
Capital Partners Inc

	
 

	

0.120%


	

Anthony
Baxter*

	
 

	

0.085%


	

Piter
Korompis*

	
 

	

0.057%


	

Greg
McPherson

	
 

	

0.049%


	

Net
Capital*

	
 

	

0.039%


	

Barry
Wolfe*

	
 

	

0.025%


	

John
Brady*

	
 

	

0.009%


	

Brannon
Family Office *LLLP

	
 

	

0.002%


	
 

	
 

	
 


	

Total

	
 

	

100.000%








 


 



*Party to this agreement


 


 




 

-16-








 










 



Schedule B

 


 



Warrant Shares


 


	


Warrant Holder

	


Warrants

	


 Common Stock

	


 Series J Preferred


	
 

	
 

	
 

	
 


	

Adam
Kasower

	

   62,360

	

             63,575

	

                           -


	

Alpha
Capital

	

   91,703

	

             92,865

	

                           -


	

Anthony
Baxter

	

        211

	

                  226

	

                           -


	

Barry
Wolfe

	

        374

	

                  421

	

                           -


	

Brannon
Family Office LLLP

	

        561

	

                  561

	

                            -


	

Bristol
Capital

	

     4,485

	

                     -

	

                      5,046


	

Bristol
Investment Fund

	

 111,291

	

           114,119

	

                           -


	

Canyons
Trust

	

     1,121

	

               1,121

	

                           -


	

Craig
Osborne

	

     8,162

	

               8,162

	

                           -


	

East
Ventures Inc

	

     4,934

	

               5,551

	

                           -


	

Gianna
Simone Baxter

	

     1,944

	

               1,959

	

                           -


	

HC
Wainwright

	

   19,321

	

             19,321

	

                           -


	

James
W. Heavener

	

   72,185

	

             73,635

	

                           -


	

John
Brady

	

     2,068

	

               2,068

	

                           -


	

Net
Capital

	

     3,707

	

               3,754

	

                           -


	

Piter
Korompis

	

        852

	

                  959

	

                           -


	

Randy
Berinhout

	

     3,333

	

               3,750

	

                           -


	

Raymond
Pribadi

	

        748

	

                  841

	

                           -


	

Red
Mango

	

   77,476

	

             78,410

	

                           -


	

Scott
Booth Investments III

	

     7,521

	

               8,461

	

                           -


	

Scott
Williams

	

     4,451

	

               4,513

	

                           -


	

Theorem
Group

	

     9,458

	

             10,640

	

                           -


	
 

	
 

	
 

	
 


	

Total

	

 488,266

	

           494,911

	

                      5,046







 


 


 




 

-17-








 







EXHIBIT A

 


 



LOST WARRANT AFFIDAVIT AND INDEMNITY AGREEMENT


 


 



[_______________] (the “Warrant
Holder”), by and through
its duly authorized person, hereby certifies:


 



1.           This
Lost Warrant Affidavit and Indemnity Agreement (the
“Agreement”),
entered into effective as of [_____________ __, 20__], relates to
(1) the Securities Purchase Agreement (the
“Purchase
Document”) dated as of
[______________ __, 20__] by and among OXIS International, Inc., a
Delaware corporation (the “Company”)
and the Warrant Holder, and (2) the [Series __ Warrants to Purchase
Series ___ Common Stock] (the “Warrant”)
dated as of [______________ __, 20__], issued by the Company to
Warrant Holder.


 



2.           Warrant
Holder hereby represents, warrants, and agrees as
follows:


 



a.           After
having conducted a diligent investigation of its records and files,
Warrant Holder has been unable to find the Warrant and believes
that such Warrant has been lost, misfiled, misplaced, or
destroyed.


 



b.           Warrant
Holder has not assigned, encumbered, endorsed, pledged, or
hypothecated the Warrant, or otherwise transferred to another
individual or entity any right, title, interest, or claim in, to,
or under the Warrant.


 



c.           Warrant
Holder agrees that if it ever finds the Warrant, it will promptly
notify Company of the existence of the Warrant, mark the Warrant as
canceled, and forward the Warrant to Company or the Company’s
designee.


 



d.           Warrant
Holder shall indemnify Company for, and hold Company harmless from
and against, any damages, liabilities, losses, claims (including
any claim by any individual or entity for the collection of any
sums due under or with respect to such Warrant), or expenses
arising out of, or resulting from, (i) Warrant Holder’s
inability to find and deliver the Warrant to Company, or (ii) any
inaccuracy or misstatement of fact in, or breach of any
representation, warranty, agreement, or duty in or under, this
Agreement.


 



3.           This
Agreement may be executed in counterparts, each of which shall be
identical and all of which, when taken together, shall constitute
one and the same instrument.


 



4.           This
Agreement shall be governed by and construed in accordance with the
law of the State of Delaware (without regard to any conflicts of laws
provisions thereof).


 



 


The
parties have caused this Agreement to be duly executed and
delivered by their proper and duly authorized officers as of the
date first written above.


 


 




 

-18-








 






 

 


	
 

	

“WARRANT
HOLDER”

	
 


	
 

	
 

	
 


	
 

	


If by an individual:

	
 


	
 

	
 

	
 


	
 

	

Printed
Name:

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	


If by an entity:

	
 

	
 


	
 

	
 

	
 


	
 

	

Name of
entity

	
 


	
 

	
 

	
 

	
 


	
 

	

By:

	
 

	
 


	
 

	

Printed
Name:

	
 

	
 


	
 

	

Title:

	
 

	
 








 



 



 



ACCEPTED AND AGREED


 


 



“COMPANY”


 



GT Biopharma, Inc.



a Delaware corporation


 


 


 



By:                                                                               



Printed Name:                                                            



Title:                                                                    
       



 



 


 




 

-19-








 






 



EXHIBIT B


 



REGISTRATION RIGHTS


 


1.1 Company
Registration.  If the
Company shall determine to register any of its securities either
for its own account or the account of a security holder or holders,
other than a registration relating solely to employee benefit
plans, a registration relating to a corporate reorganization or
other Rule 145 transaction, or a registration on any registration
form that does not permit secondary sales, the Company
will:



 


(a) promptly
give written notice of the proposed registration to all Warrant
Holders; and



 


(b) use its commercially reasonable efforts
to include in such registration (and any related qualification
under blue sky laws or other compliance), except as set forth in
Section 1.2(b) of this Exhibit
B below, and in any
underwriting involved therein, all of such Registrable Securities
as are specified in a written request or requests made by any
Warrant Holder or Warrant Holders received by the Company within 10
days after such written notice from the Company is mailed or
delivered.  Such written request may specify all or a
part of a Warrant Holder’s Registrable
Securities.



 


1.2 Underwriting.  If
the registration of which the Company gives notice is for a
registered public offering involving an underwriting, the Company
shall so advise the Warrant Holders as a part of the written notice
given pursuant to Section 1.2(a)(i) of
this Exhibit
B.  In such event,
the right of any Warrant Holder to registration pursuant to this
Section 1.2 shall be conditioned upon such Warrant
Holder’s participation in such underwriting and the inclusion
of such Warrant Holder’s Registrable Securities in the
underwriting to the extent provided herein.  All Warrant
Holders proposing to distribute their securities through such
underwriting shall (together with the Company, the Other Selling
Stockholders and other holders of securities of the Company with
registration rights to participate therein distributing their
securities through such underwriting) enter into an underwriting
agreement in customary form with the representative of the
underwriter or underwriters selected by the
Company.



 


Notwithstanding any other provision of this
Section 1.2, if the underwriters advise the Company in writing
that marketing factors require a limitation on the number of shares
to be underwritten, the underwriters may (subject to the
limitations set forth below) limit the number of Registrable
Securities to be included in, the registration and
underwriting.  The Company shall so advise all holders of
securities requesting registration, and the number of shares of
securities that are entitled to be included in the registration and
underwriting shall be allocated, as follows: (i) first, to the
Company for securities being sold for its own account, and
(ii) second, to the Warrant Holders and Other Selling
Stockholders requesting to include Registrable Securities and Other
Shares in such registration statement based on
the pro rata percentage of Registrable Securities and
Other Shares held by such Warrant Holders and Other Selling
Stockholders, assuming exercise and (iii) third, to the Other
Selling Stockholders requesting to include Other Shares in such
registration statement based on the pro rata percentage of Other
Shares held by such Other Selling Stockholders, assuming
exercise.



 


If
a person who has requested inclusion in such registration as
provided above does not agree to the terms of any such
underwriting, such person shall also be excluded therefrom by
written notice from the Company or the underwriter.  The
Registrable Securities or other securities so excluded shall also
be withdrawn from such registration.  Any Registrable
Securities or other securities excluded or withdrawn from such
underwriting shall be withdrawn from such
registration. 



 


1.3 Right to
Terminate Registration.  The
Company shall have the right to terminate or withdraw any
registration initiated by it under this Exhibit
B prior to the
effectiveness of such registration whether or not any Warrant
Holder has elected to include securities in such
registration.



 


1.4 Definitions.  The
following definitions shall apply for the purposes of
this Exhibit
B:



 


(a) “Other
Selling Stockholders”
shall mean persons other than Warrant Holders who, by virtue of
agreements with the Company, are entitled to include their Other
Shares in certain registrations hereunder.


 




 

-20-








 






 


(b) “Other
Shares” shall mean shares
of Common Stock, other than Registrable Securities (as defined
below), with respect to which registration rights have been
granted.



 


(c) “Registrable
Securities” shall mean
(i) shares of Common Stock issued or issuable pursuant to the
exercise of the Warrants and (ii) any Common Stock issued as a
dividend or other distribution with respect to or in exchange for
or in replacement of the shares referenced in (i)
above; provided, however, that Registrable Securities shall not include
any shares of Common Stock described in clause (i) or (ii) above
which have previously been registered or which have been sold to
the public either pursuant to a registration statement or
Rule 144, or which have been sold in a private transaction in
which the transferor’s rights under this Agreement are not
validly assigned in accordance with this
Agreement.



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




 

-21-