Exhibit
10.1


 


SUBSCRIPTION
AGREEMENT


 


This SUBSCRIPTION AGREEMENT
(this “Agreement”) is dated as of July 24, 2017, between Acura Pharmaceuticals, Inc., a New York corporation
(the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors
and assigns, a “Purchaser” and collectively the “Purchasers”).


 


WHEREAS, subject to the terms and
conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the Securities
Act contained in Section 4(a)(2) thereof and/or Regulation D thereunder, the Company is offering sell to each Purchaser, subject
to acceptance of this Subscription Agreement from such Purchaser by the Company, and each Purchaser, severally and not jointly,
desires to purchase from the Company, securities of the Company as more fully described in this Agreement.


 


NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:


 


ARTICLE I.


DEFINITIONS


 


1.1           Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following
terms have the meanings set forth in this Section 1.1:


 


“Action”
shall have the meaning ascribed to such term in Section 3.1(j).


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Board
of Directors” means the board of directors of the Company.


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to
close.


 


“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section 2.1.


 


“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable
parties thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii)
the Company’s obligations to deliver the Securities, in each case, have been satisfied or waived.


 


“Commission”
means the United States Securities and Exchange Commission.


 




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“Common
Stock” means the common stock of the Company, par value $0.01 per share, and any other class of the Company’s securities
into which such securities may hereafter be reclassified or changed.


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common
Stock.


 


“Company
Counsel” means LeClairRyan, with offices located at One Riverfront Plaza, 1037 Raymond Boulevard, Sixteenth Floor, Newark,
New Jersey 07102.


 


“Current
Trading Market” shall have the meaning ascribed to such term in Section 4.4.


 


“Disclosure
Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.


 


“Evaluation
Date” shall have the meaning ascribed to such term in Section 3.1(s).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.


 


“FDA”
shall have the meaning ascribed to such term in Section 3.1(a)(a).


 


“FDCA”
shall have the meaning ascribed to such term in Section 3.1(a)(a).


 


“Fundamental
Transaction” means any of the following: (i) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another Person and the Company is not the surviving entity; (ii)
the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of
all or substantially all of its assets in one or a series of related transactions; (iii) any, direct or indirect, purchase offer,
tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock
are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders
of 50% or more of the outstanding Common Stock; (iv) the Company, directly or indirectly, in one or more related transactions effects
any reclassification, reorganization or recapitalization 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, or (v) the Company, directly
or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination
(including, without limitation, a merger, reorganization, recapitalization, spin-off or scheme of arrangement) with another Person
or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock. 


 




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“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).


 


“Hazardous
Materials” shall have the meaning assigned to such term in Section 3.1(m).


 


“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(p).


 


“Legend
Removal Date” shall have the meaning ascribed to such term in Section 4.1(c).


 


“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).


 


“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(n).”


 


“NY
BCL” shall have the meaning ascribed to such term in Section 3.1(v).


 


“Per
Share Purchase Price” equals $0.4488, (which is the average of the last price of the Company’s Common Stock for
the five Trading Days preceding the date of acceptance of Purchaser’s subscription by the Company), subject to adjustment
for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that
occur after the date of this Agreement and prior to the Closing Date. Per Share Purchase Price includes the price of one share
of Common Stock and a warrant to purchase 20% of a share of Common Stock.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition).


 


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.3.


 


“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).


 


“Resale
Registration Statement” shall have the meaning set forth in Section 4.1(d).


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 




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“SEC
Reports” shall have the meaning ascribed to such term in Section 3.1(h).


 


“Securities”
means the Shares, Warrants and Warrant Shares.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Shares”
means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.


 


“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall
not be deemed to include the location and/or reservation of borrowable shares of Common Stock). 


 


“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares and Warrants purchased hereunder as specified
below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,”
in United States dollars and in immediately available funds.


 


“Subsidiary”
means any subsidiary of the Company as set forth in Section 3.1(a), and shall, where applicable, also include any direct or indirect
subsidiary of the Company formed or acquired after the date hereof.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means the OTCQB (or any successors to any of the foregoing).


 


“Transaction
Documents” means this Agreement, the Warrants, and any other documents or agreements executed in connection with the
transactions contemplated hereunder.


 


“Transfer
Agent” means Broadridge Corporate Issuer Solutions, the current transfer agent of the Company, with a mailing address
of PO Box 1342, Brentwood, NY 11717 and a facsimile number of 215-553-5402, and any successor transfer agent of the Company.


 


“Warrants”
means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a)
hereof, which Warrants shall be exercisable commencing on the date of issuance and have a term of exercise equal to five (5) years
from the initial exercise date, in the form of Exhibit C attached hereto.


 


“Warrant
Shares” means the shares of Common Stock issuable upon exercise of the Warrants.


 




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ARTICLE II.


PURCHASE AND SALE


 


2.1          Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution
and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly,
agree to purchase, an aggregate of $4.0 million of Shares and Warrants. Each Purchaser’s Subscription Amount as set forth
on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement
with the Company. The Company shall deliver to each Purchaser its respective Shares and a Warrant as determined pursuant to Section
2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing.


 


2.2          Deliveries.


 


(a)          On
or prior to the Closing Date, or on the dates indicated below the Company shall deliver or cause to be delivered to each Purchaser
the following:


 


(i)          this
Agreement duly executed by the Company;


 


(ii)         a
legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto;


 


(iii)        the
Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the
Chief Executive Officer or Chief Financial Officer;


 


(iv)        a
legended certificate representing the Shares purchased (such number being the number of Shares equal to such Purchaser’s
Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser), such certificate to be
delivered with three (3) Trading Days of the Closing Date; and


 


(v)         a
Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to twenty percent (20%)
of such Purchaser’s Shares, with an exercise price equal to the average of the last price of the Company’s common Stock
for the five Trading Days preceding the date of acceptance of Purchaser’s subscription by the Company, subject to adjustment
therein, such Warrant may be delivered within three (3) Trading Days of the Closing Date.


 


(b)          On
or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:


 


(i)          this
Agreement duly executed by such Purchaser;


 


(ii)         such
Purchaser’s Subscription Amount; and


 




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(iii)        such
Purchaser’s accredited investor questionnaire, which is appended to this Agreement.


 


2.3          Closing
Conditions. 


 


(a)          The
obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:


 


(i)          the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Purchasers contained herein
(unless as of a specific date therein in which case they shall be accurate as of such date);


 


(ii)         all
obligations, covenants and agreements of all Purchasers required to be performed at or prior to the Closing Date shall have been
performed; and


 


(iii)        the
delivery by all Purchasers of the items set forth in Section 2.2(b) of this Agreement.


 


(b)          The
respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being
met:


 


(i)          the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein
(unless as of a specific date therein in which case they shall be accurate as of such date);


 


(ii)         all
obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;


 


(iii)        the
delivery by the Company of the items set forth in Section 2.2(a)(i), (ii) and (iii) of this Agreement;


 


(iv)        there
shall have been no Material Adverse Effect with respect to the Company since the date hereof; and


 


(v)         from
the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s
principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg
L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are
reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States
or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national
or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in
each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the
Closing.


 




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ARTICLE III.


REPRESENTATIONS AND WARRANTIES


 


3.1          Representations
and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed
a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding
section of the Disclosure Schedules or in such other section as is readily apparent from the disclosure, the Company hereby makes
the following representations and warranties to each Purchaser:


 


(a)          Subsidiaries.
The only the direct and indirect subsidiary of the Company is Acura Pharmaceutical Technologies, Inc., an Indiana corporation.
The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear
of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully
paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries,
all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.


 


(b)          Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power
and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company
nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation,
bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business
and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as
the case may be, would not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity
or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, or
condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on
the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document
(any of (i), (ii) or (iii), a “Material Adverse Effect”); provided that none of the following alone shall be
deemed, in and of itself, to constitute a Material Adverse Effect under this Agreement: (x) a change in the market price or trading
volume of the Common Stock or (y) changes in general economic conditions or changes affecting the industry in which the Company
operates generally (as opposed to Company-specific changes) so long as such changes do not have a materially disproportionate effect
on the Company. No Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke,
limit or curtail such power and authority or qualification.


 




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(c)          Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by
it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company
and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith
or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which
it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the
terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance
with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.


 


(d)          No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to
which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby
and thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate
or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default
(or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any
of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration
or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing
a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which
any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict
with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court
or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations),
or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii)
and (iii), such as would not have or reasonably be expected to result in a Material Adverse Effect.


 




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(e)          Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice
to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i)
the filings required pursuant to Section 4.3 of this Agreement, (ii) application(s) to each applicable Trading Market for the listing
of the Shares and Warrant Shares for trading thereon in the time and manner required thereby, and (iii) the filing of Form D with
the Commission and such filings as are required to be made under applicable state securities laws (collectively, the “Required
Approvals”).


 


(f)          Issuance
of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the
Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable,
free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum
number of shares of Common Stock issuable pursuant to this Agreement and the Warrants. The Shares and Warrants have not been registered
under the Securities Act and are being issued in reliance on an exemption under the Securities Act.


 


(g)          Capitalization.
The capitalization of the Company is as set forth on Schedule 3.1(g).  Except as set forth on Schedule 3.1(g),
the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant
to the exercise of employee stock option or vesting of restricted stock units under the Company’s equity incentive plans,
and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed
periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or
any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase
and sale of the Securities or otherwise disclosed in the SEC Reports, there are no outstanding options, warrants, scrip rights
to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible
into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock
or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary
is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary.
All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable,
have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation
of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any
stockholder, the Board of Directors or others is required for the issuance and sale of the Securities.


 




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(h)          SEC
Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
for the two years preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated
by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received
a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of
the later of their respective dates or the most recent amendment to a respective SEC Report, the SEC Reports complied in all material
respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed,
contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial
statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and
the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements
have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during
the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes
thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all
material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the
results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial,
year-end audit adjustments.


 


(i)           Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included
within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there has
been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect,
(ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses
incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the
Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not
altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property
to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v)
the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock
option, restricted stock unit or other equity incentive plans.


 


(j)           Litigation.
Except as set forth in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending
or, to the knowledge of the Company, threatened against the Company, any Subsidiary or any of their respective properties before
or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)
(collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability
of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably
be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof,
is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws
or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated,
any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission
has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or
any Subsidiary under the Exchange Act or the Securities Act.


 




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(k)          Labor
Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of
the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’
employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither
the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe
that their relationships with their employees are good. The Company and its Subsidiaries are in compliance with all U.S. federal,
state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment
and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.


 


(l)           Compliance.
Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been
waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the
Company or any Subsidiary received written notice of a claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is
bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any
court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation
of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental
protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as
would not have or reasonably be expected to result in a Material Adverse Effect.


 


(m)         Environmental
Laws. The Company and its Subsidiaries are in compliance with all federal, state, local and foreign laws relating to
pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface
or subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals,
pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”)
into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand letters,
injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered,
promulgated or approved thereunder (“Environmental Laws”).


 




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(n)          Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports,
except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material
Permits”), and neither the Company nor any Subsidiary has received any written notice of proceedings relating to the
revocation or modification of any Material Permit.


 


(o)          Title
to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them
and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries,
in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not
materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries, (ii) Liens
for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP
and, the payment of which is neither delinquent nor subject to penalties, and (iii) Liens disclosed in SEC Reports.


 


(p)          Intellectual
Property. To the Company’s knowledge, the Company and the Subsidiaries have, or have rights to use, all patents, patent
applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and
other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses
as described in the SEC Reports and which the failure to so have would have a Material Adverse Effect (collectively, the “Intellectual
Property Rights”). The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality
and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. 


 


(q)          Insurance.
The Company and the Subsidiaries are insured by insurers against such losses and risks and in such amounts (including, but not
limited to, directors and officers insurance coverage) as the Company and its Subsidiaries reasonably believe are adequate for
the conduct of their business and is customary for companies of similar size engaged in similar businesses in similar industries.


 


(r)          Transactions
With Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company or
any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party
to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including
any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or
personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments
to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director,
or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case
in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses
incurred on behalf of the Company and (iii) other employee benefits, including stock option or restricted stock unit agreements
under any stock option or other equity incentive plan of the Company.


 




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(s)          Sarbanes-Oxley;
Internal Accounting Controls. The Company and the Subsidiaries are in compliance in all material respects with any and all
applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable
rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date.
The Company and the Subsidiaries maintain a system of internal accounting controls designed to provide reasonable assurance that:
(i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii)
access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect
to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to
ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s
certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries
as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation
Date”).


 


(t)          Registration
Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act
of any securities of the Company or any Subsidiary.


 


(u)          Listing
and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the
Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration
of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating
such registration. Except as disclosed in the SEC Reports, the Company has not, in the two months preceding the date hereof, received
written notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company
is not in compliance with the listing or maintenance requirements of such Trading Market.


 




    	 	13	 



     


    

 


(v)         Application
of Takeover Protections. To the extent a Purchaser will become an “interested shareholder” under Section 912 of
the New York Business Corporation Law (the “NY BCL”) upon the purchase of the Shares contemplated by this Agreement,
the Company and the Board of Directors have taken all necessary action (excluding amending the charter or bylaws), if any, in order
to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights
agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter
documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers
and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation
as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities provided no
representation is made to the extent that such Purchaser does not become an “interested shareholder” under Section
912 of the NY BCL upon Purchaser’s purchase of Securities pursuant to the Transaction Documents.


 


(w)          Disclosure.
All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their
respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and
correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.


 


(x)          Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local
income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject,
(ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due
on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of
all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid
taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or
of any Subsidiary know of no basis for any such claim.


 


(y)          Foreign
Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent
or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any
unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns
from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person
acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any
provision of FCPA.


 


(z)          Accountants.
The Company’s accounting firm is BDO USA, LLP. To the knowledge and belief of the Company, such accounting firm (i) is a
registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with respect to the financial
statements to be included in the Company’s Annual Report for the fiscal year ending December 31, 2017.


 




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(aa)        FDA.
As to each product subject to the jurisdiction of the U.S. Food and Drug Administration (“FDA”) under the Federal
Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”) that is manufactured, packaged,
labeled, tested, distributed, sold, and/or marketed by the Company or any of its Subsidiaries (each such product, a “Pharmaceutical
Product”), such Pharmaceutical Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed
by the Company in compliance with all applicable requirements under FDCA and similar laws, rules and regulations relating to registration,
investigational use, premarket clearance, licensure, or application approval, good manufacturing practices, good laboratory practices,
good clinical practices, product listing, quotas, labeling, advertising, record keeping and filing of reports, except where the
failure to be in compliance would not have a Material Adverse Effect. Except as disclosed in the SEC Reports, there is no pending,
completed or, to the Company's knowledge, threatened, action (including any lawsuit, arbitration, or legal or administrative or
regulatory proceeding, charge, complaint, or investigation) against the Company or any of its Subsidiaries by the FDA or any other
governmental entity, and none of the Company or any of its Subsidiaries has received any written notice, warning letter or other
written communication from the FDA or any other governmental entity. The properties, business and operations of the Company have
been and are being conducted in all material respects in accordance with all applicable laws, rules and regulations of the FDA.


 


(bb)        Private
Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration
under the Securities Act is required for the offer and sale of the Shares, Warrants and Warrant Shares by the Company to the Purchasers
as contemplated hereby. The Company has offered the Shares, Warrant or Warrant Shares for sale only to the Purchasers and certain
other “accredited investors” within the meaning of Rule 501 under the Securities Act.


 


3.2          Representations
and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as
of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they
shall be accurate as of such date):


 


(a)          Organization;
Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership limited liability
company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents
and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance
by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate,
partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document
to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms
hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its
terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.


 




    	 	15	 



     


    

 


(b)          Understandings
or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect
arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities. Such Purchaser
is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that the Shares, Warrants
and the Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable
state securities law and is acquiring such Securities as principal for his, her or its own account and not with a view to or for
distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities
law, has no present intention of distributing any of such Securities 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 Securities in violation of the Securities Act or any applicable state securities law.


 


(c)          Purchaser
Status. At the time such Purchaser was offered the Securities, it was, as of the date hereof it is, and on each date on which
it exercises any Warrants, it will be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7)
or (a)(8) under the Securities Act.


 


(d)          Experience
of Such Purchaser. Such Purchaser, 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 Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk
of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


 


(e)          Access
to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including
all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it
has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the
offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company
and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate
its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without
unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.


 




    	 	16	 



     


    

 


(f)           Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not,
nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any
purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that
such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting
forth the material pricing terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof.
Other than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation,
its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the
confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).


 


(g)          General
Solicitation. Such Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication
regarding the Securities 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.


 


The
Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such
Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations
and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection
with this Agreement or the consummation of the transaction contemplated hereby.


 


ARTICLE
IV.


OTHER
AGREEMENTS OF THE PARTIES


 


4.1         Removal
of Legends.


 


(a)          The
Shares, Warrants and Warrant Shares may only be disposed of in compliance with state and federal securities laws. In connection
with any transfer of Shares, Warrants or Warrant Shares other than pursuant to an effective registration statement or Rule 144,
to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company
may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable
to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such
transfer does not require registration of such transferred Shares, Warrants or Warrant Shares under the Securities Act. As a condition
of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and
obligations of a Purchaser under this Agreement.


 


(b)          The
Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Shares, Warrants or
Warrant Shares in the following form:


 




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NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS NOT 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. THIS SECURITY AND
THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED
BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)
UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


The
Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a
registered broker-dealer or grant a security interest in some or all of the Shares, Warrants or Warrant Shares to a financial
institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to
be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer
pledged or secured Shares, Warrants or Warrant Shares to the pledgees or secured parties. Such a pledge or transfer would not
be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be
required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense,
the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Shares, Warrants and Warrant
Shares may reasonably request in connection with a pledge or transfer of the Shares, Warrants or Warrant Shares.


 


(c)          Certificates
evidencing the Shares or the Warrant Shares shall not contain any legend (including the legend set forth in Section 4.1(b) hereof):
(i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following
any sale of such Shares or Warrant Shares pursuant to Rule 144, (iii) if such Shares or Warrant Shares are eligible for sale under
Rule 144, without volume or limitations or other restrictions, or (iv) if such legend is not required under applicable requirements
of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). If all or
any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant
Shares, or if Shares or such Warrant Shares may be sold under Rule 144, without volume or other limitations or if such legend
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 Shares and Warrant Shares shall be issued free of all legends. The Company agrees
that following such time as such legend is no longer required under this Section 4.1(c), it will, no later than three Trading
Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares or Warrant
Shares, as applicable, issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”),
deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and
other legends. 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 4.


 




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(d)          Notwithstanding
anything to the contrary contained in this Agreement, if the Company elects in its discretion to file a registration statement
under the Securities Act covering the resale of the Shares or the Warrant Shares by the Purchasers (and to seek to have such registration
statement become effective) (such registration statement, a “Resale Registration Statement”), each Purchaser,
severally and not jointly, agrees to reasonably cooperate with the Company in connection therewith, sell Securities only in compliance
with the plan of distribution set forth therein, including, without limitation, providing such information and entering into such
agreements with respect thereto as are reasonably requested by the Company or customary in connection with such resale registration
statements.


 


4.2         Securities
Laws Disclosure; Publicity. The Company shall (a) by 9:00 a.m. (New York City time) on the third Trading Day immediately following
the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current
Report on Form 8-K with the Commission within the time required by the Exchange Act.


 


4.3         Indemnification
of Purchasers. Subject to the provisions of this Section 4.3, the Company will indemnify and hold each Purchaser and its directors,
officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of
a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,
agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles
notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”)
harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all
judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such
Purchaser Party may suffer or incur as a result of or relating to (a) any material breach of any of the representations, warranties,
covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted
against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company
who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents
(unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the
Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations
by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross
negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which
indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the
Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser
Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof,
but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment
thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time
to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material
conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the
Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will
not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s
prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that
a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties,
covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification
required by this Section 4.3 shall be made by periodic payments of the amount thereof during the course of the investigation or
defense, as and when bills are received or are incurred.


 




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4.4         Listing
of Common Stock. The Company hereby agrees to use its best efforts to maintain the listing or quotation of the Common Stock
on its current Trading Market and concurrently with the Closing, the Company shall apply to list or quote all of the Shares and
Warrant Shares on the Trading Market on which it is currently listed (the “Current Trading Market”) and promptly
secure the listing of all of the Shares and Warrant Shares on such Current Trading Market. The Company further agrees, if the
Company applies to have the Common Stock traded on any Trading Market other than the Current Trading Market, it will then include
in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the
Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take
all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in
all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market.
Notwithstanding the foregoing or anything else to the contrary contained herein, the Company shall have no further obligations
under this Section 4.4 if there has been a Fundamental Transaction and the Company’s Common Stock is no longer registered
under the Exchange Act or its obligation to file periodic reports thereunder has otherwise been suspended.


 


4.5         Furnishing
of Information; Public Information. Until the earlier of (i) the time that no Purchaser owns Securities, (ii) the Company
consummates a Fundamental Transaction which results in the Common Stock of the Company no longer being registered under Section
12(b) or 12(g) of the Exchange Act, or (iii) two years after the date of this Agreement, the Company covenants to use its best
efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required
to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting
requirements of the Exchange Act.


 




    	 	20	 



     


    

 


4.6         Certain
Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither
it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including
Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending
at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release
as described in Section 4.2.  Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such
time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release
as described in Section 4.2, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and
the information included in the Disclosure Schedules. 


 


4.7         Form
D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Shares, Warrants and Warrant Shares as
required under Regulation D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such
action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Shares, Warrants
and Warrant Shares for, sale to the Purchasers at the Closing under applicable securities or “Blue Sky” laws of the
states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser.


 


ARTICLE
V.


MISCELLANEOUS


 


5.1         Termination. 
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect
whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing
has not been consummated on or before July 31, 2017; provided, however, that no such termination will affect the
right of any party to sue for any breach by any other party (or parties).


 


5.2         Fees
and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and
expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident
to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent
fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company
and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery
of any Securities to the Purchasers.


 


5.3         Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of
the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral
or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 




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5.4         Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered
via facsimile or email attachment at the facsimile number or email address as set forth on the signature pages attached hereto
at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile or email attachment at the facsimile number or email address as set forth on
the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading
Day, (c) the second (2nd)Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight
courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices
and communications shall be as set forth on the signature pages attached hereto.


 


5.5         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 Purchasers who purchased at least 51% of the Shares based on the initial Subscription
Amounts hereunder or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought, provided
that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the
consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default
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 subsequent default 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. Any proposed amendment
or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the
comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser,
Any amendment effected in accordance with accordance with this Section 5.5 shall be binding upon each Purchaser and holder of
Securities and the Company.


 


5.6         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.


 


5.7         Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted
assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of
each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to
whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect
to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”


 


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


 




    	 	22	 



     


    

 


5.9         Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles 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 and any other Transaction Documents (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 sitting in the City 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 Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action
or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service
of process and consents to process being served in any such 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 other manner permitted by law. If any party shall commence
an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company
under Section 4.3, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable
attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action
or Proceeding.


 


5.10       Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.


 


5.11       Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, 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 e-mail 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 page were an original thereof.


 


5.12       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.


 




    	 	23	 



     


    

 


5.13       Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of)
any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser
may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, within five (5) Business
Days, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights ; provided,
however, that in the case of a rescission of an exercise of a Warrant, the applicable Purchaser shall be required to return any
shares of Common Stock subject to any such rescinded exercise notice concurrently with the return to such Purchaser of the aggregate
exercise price paid to the Company for such shares and the restoration of such Purchaser’s right to acquire such shares
pursuant to such Purchaser’s Warrant (including, issuance of a replacement warrant certificate evidencing such restored
right).


 


5.14       Replacement
of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory
to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances
shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement
Securities.


 


5.15       Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of
the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the
Transaction Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation
the defense that a remedy at law would be adequate.


 


5.16       Payment
Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document
or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or
exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from,
disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person
under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action),
then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 




    	 	24	 



     


    

 


5.17       Independent
Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several
and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any
other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the
Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers
are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction
Documents. Each Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the
rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser
to be joined as an additional party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate
legal counsel in its review and negotiation of the Transaction Documents. The Company has elected to provide all Purchasers with
the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do
so by any of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement and in each
other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively
and not between and among the Purchasers.


 


5.18       Saturdays,
Sundays, Holidays, etc.  If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next
succeeding Business Day.


 


5.19       Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and
every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse
and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after
the date of this Agreement and prior to the Closing Date.


 


5.20       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 AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY. 


 


(Signature
Pages Follow)


 




    	 	25	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Subscription Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


 


	ACURA
    PHARMACEUTICALS, INC. 	 	Address for Notice:
	 	 	 	 
	By:	/s/ Peter A. Clemens	 	Acura Pharmaceuticals Inc.
	 	Name: Peter Clemens	 	616 N. North Court, Suite 120
	 	Title: Sr. VP & CFO	 	Palatine, IL 60067
	 	 	 	Fax: 847-705-5399


 


NO SUBSCRIPTION IS VALID UNLESS
ACCEPTED


BY THE COMPANY ON PURCHASER’S
SIGNATURE


PAGE


 


[REMAINDER OF
PAGE INTENTIONALLY LEFT BLANK


SIGNATURE PAGE
FOR PURCHASER FOLLOWS]


 




    	 	26	 



     


    

 


SIGNATURE
PAGE FOR INDIVIDUAL INVESTOR


 


IN WITNESS WHEREOF,
this Subscription Agreement has been executed by Purchaser and by the Company on the respective dates set forth below.


 


	/s/ John Schutte	 	 
	Signature	 	Signature (If Shares/Warrants Purchased Jointly)
	 	 	 
	Name: John Schutte	 	Name
	 	 	Please Print
	 	 	 
	Address	 	Address
	 	 	 
	 	 	 
	 	 	 
	Telephone #	 	Telephone #
	 	 	 
	Fax #	 	Fax #
	 	 	 
	Email:	 	Email:
	 	 	 
	Social Security #	 	Social Security #
	 	 	 
	Date:	 	Date:


 


Subscription Amount: $ 4.0 million                   


 


Shares: 8,912,655                             


 


Warrant Shares: 1,782,531             


 


Form of joint ownership of securities
(if applicable):  ̈ JTTEN  ̈ JTWROS
 ̈ JTTIC


 


Exact Name in Which Securities are
to be Registered: John Schutte                                


 


Subscription Accepted:


 


ACURA PHARMACEUTICALS, INC.


 


	By:	 	 





	 	Name:	 	 
	 	Title:	 	 


 


	Date:	July
    24, 2017	 


 




    	 	27	 



     


    

 


ACCREDITED
INVESTOR PROSPECTIVE PARTICIPANT QUESTIONNAIRE


 


_______________________


 


**ALL INFORMATION
WILL BE HELD IN STRICTEST CONFIDENCE**


 


INSTRUCTIONS TO THE PROSPECTIVE
INVESTOR: This Questionnaire is being provided to each prospective participant that has indicated an interest in purchasing
securities of Acura Pharmaceuticals, Inc. (the “Company”). The purpose of this Questionnaire is to assure the Company
that each prospective purchaser to its securities (“Purchaser”) will meet the standards imposed by Regulation D, promulgated
under the Securities Act of 1933, as amended, the National Securities Markets Improvement Act of 1966, similar exemptions provided
by the applicable state securities laws and regulations promulgated there under (the “Securities Laws”). Since the
securities will not be registered, each subscriber must complete the following Questionnaire.


 


The information provided will be
used to determine whether the prospective purchaser’s Subscription Agreement to purchase securities will be accepted by
the Company in light of the requirements of Securities Laws. In subscribing for securities and furnishing the information requested
in this Questionnaire, the prospective Purchaser understands that the Company will rely on the information provided herein for
purposes of such determinations. The prospective Purchaser understands that a false representation may constitute a violation
of law and that any person who suffers damage as a result of a false representation may have a claim against the prospective Purchaser
for damages.


 


The information provided herein
by prospective Purchasers will be kept confidential. However, by signing this Questionnaire, the prospective Purchaser agrees
that the Company may present the completed document to such parties as it deems appropriate if called upon to establish the availability
under any Securities Laws.


 


In accordance with the foregoing,
the following representations are hereby made and the following information is furnished by the undersigned subscriber.


 


PART A. GENERAL INFORMATION


  


	NAME(S) OF PROSPECTIVE PURCHASER:	 
	 
	 
	 
	Social Security Number or Tax I.D. No.:	 


 




    	 	28	 



     


    

 


PART B. INVESTOR INFORMATION


 


		1.	If
                                         the prospective Purchaser is an individual:



 


		(a)	Do
                                         you have an individual net worth, or joint net worth with your spouse (including home,
                                         automobiles and furnishings) in excess of $1,000,000?



 


Yes _______ No
_______


		(b)	(i)
                                         Did you have individual income in excess of $200,000 in each of the two most recent years
                                         or joint income with your spouse in excess of $300,000 for each of those years?



 


Yes _______ No
_______


			(ii) Do you anticipate for
this tax year having individual income in excess of $200,000, or joint income with your spouse in excess of $300,000?



 


Yes _______ No
_______


		2.	If
                                         the prospective Purchaser is a corporation, partnership, limited liability company, trust
                                         or other entity:



 


		(a)	Is
                                         the entity an accredited investor within the meaning of Regulation D of the Securities
                                         Act?



 


Yes _______ No
_______


		(b)	Does
                                         the entity, by reason of its own, or of its management’s business or financial
                                         experience, have the capacity to protect its own interests in connection with an investment
                                         in the securities?



 


Yes _______ No
_______


		(c)	Does
                                         the entity have substantial experience in evaluating and investing in private placement
                                         transactions of securities in entities similar to the Company so that it is capable of
                                         evaluating the merits and risks of its investment in the securities?



 


Yes _______ No
_______


		3.	Have
                                         you purchased the securities for investment purposes and not with a view toward resale
                                         or distribution, and will, prior to any sale or attempted sale of any of the securities,
                                         comply with all requirements of the state and federal securities acts?



 


Yes _______ No
_______


		4.	Do
                                         you understand that securities cannot be readily sold because there will be no public
                                         market for them, that the securities are not suitable for any investor unless he or she
                                         has available personal liquid assets to provide for financial contingencies and that
                                         a condition to any sale would be the registration of such interests or the availability
                                         of an exception to such registration requirements?



 


Yes _______ No
_______


 




    	 	29	 



     


    

 


		5.	Is
                                         your principal investment objective to secure an economic profit, determined without
                                         regard to any tax benefits which you may receive?



 


Yes _______ No
_______


		6.	Do
                                         you understand that the securities encompass substantial risks?



 


Yes _______ No
_______


		7.	Do
                                         you acknowledge that no independent due diligence has been undertaken except for that
                                         performed by yourself and your purchaser representative, if applicable?



 


Yes _______ No
_______


		8.	Do
                                         you understand that no attorney-client relationship has arisen in connection with this
                                         offering between any prospective Purchaser and counsel to the Company or between any
                                         prospective Subscriber and counsel to any other Investor?



 


Yes _______ No
_______


		9.	(a)
                                         Do you plan to use a “Purchaser Representative” to assist you in analyzing
                                         this investment?



 


Yes _______ No
_______


If “Yes”, please
provide Purchaser Representative’s name and address:


 


 





 



 


 





 






 


(b) If “No”,
do you have such knowledge and experience in financial and business matters that you are capable of evaluating the merits and
risks of this investment?


 


Yes _______ No
_______


 


I REPRESENT THAT THE ABOVE INFORMATION
IS CORRECT. I HEREBY AUTHORIZE THE COMPANY TO VERIFY SUCH INFORMATION WITH MY ATTORNEY, BANKER, ACCOUNTANT OR OTHER ADVISORS(S).


 


	Date:	 	 
	 	 	 
	 	 	 


 




    	 	30	 



     


    

 


SCHEDULE
3.1(g) – CAPITALIZATION


 


	Acura Pharmaceuticals, Inc.	 	 	 	 	 	 	 	 	 	 
	Capitalization at July 24, 2017	 	 	 	 	 	 	 	 	 	 
	Beneficial Owner	 	Common
 Stock
 Outstanding	 	 	Restricted
 Stock Units	 	 	Common
 Stock
 Warrants	 	 	Common
 Stock
 Options	 	 	Fully Diluted
 Shares	 
	Galen Partners III, L.P.	 	 	2,006,538	 	 	 	 	 	 	 	-	 	 	 	-	 	 	 	2,006,538	 
	Galen Partners International III, L.P.	 	 	180,930	 	 	 	 	 	 	 	-	 	 	 	-	 	 	 	180,930	 
	Galen Employee Fund III, L.P.	 	 	8,265	 	 	 	 	 	 	 	-	 	 	 	-	 	 	 	8,265	 
	Essex Woodlands Health Ventures V	 	 	1,956,396	 	 	 	 	 	 	 	-	 	 	 	-	 	 	 	1,956,396	 
	Robert Jones	 	 	12,555	 	 	 	 	 	 	 	-	 	 	 	348,900	 	 	 	361,455	 
	Peter A. Clemens	 	 	55,182	 	 	 	 	 	 	 	-	 	 	 	204,000	 	 	 	259,182	 
	Robert Seiser	 	 	22,490	 	 	 	 	 	 	 	-	 	 	 	107,734	 	 	 	130,224	 
	James Emigh	 	 	39,660	 	 	 	 	 	 	 	-	 	 	 	102,500	 	 	 	142,160	 
	Albert Brzeczko	 	 	5,200	 	 	 	 	 	 	 	-	 	 	 	175,400	 	 	 	180,600	 
	William Skelly	 	 	28,345	 	 	 	59,523	 	 	 	-	 	 	 	18,000	 	 	 	105,868	 
	Bruce Wesson	 	 	58,670	 	 	 	59,523	 	 	 	-	 	 	 	18,000	 	 	 	136,193	 
	George Ross	 	 	11,565	 	 	 	82,774	 	 	 	-	 	 	 	18,000	 	 	 	112,339	 
	Immanuel Thangaraj	 	 	23,812	 	 	 	59,523	 	 	 	-	 	 	 	18,000	 	 	 	101,335	 
	Brad Rivet	 	 	400	 	 	 	 	 	 	 	-	 	 	 	87,200	 	 	 	87,600	 
	Other employees	 	 	68,247	 	 	 	 	 	 	 	-	 	 	 	295,415	 	 	 	363,662	 
	Non-insiders	 	 	7,405,084	 	 	 	 	 	 	 	59,560	 	 	 	3,000	 	 	 	7,467,644	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	11,883,339	 	 	 	261,343	 	 	 	59,560	 	 	 	1,396,149	 	 	 	13,600,391	 
	Percent of Total	 	 	87.4	%	 	 	1.9	%	 	 	0.4	%	 	 	10.3	%	 	 	100.0	%



 


 




    	 	31	 



     


    

 


Exhibit B


Form of Legal Opinion


 


July 24, 2017


 


[Addressee]


 


Gentlemen:


 


We have acted as counsel
to Acura Pharmaceuticals, Inc. (the "Company"), in connection with the execution and delivery by the Company of the Subscription
Agreement dated as of July 24, 2017 (the "Agreement"), by and among the Company and the Purchasers identified on the
signature pages thereto (the “Investors”). This opinion is given to you pursuant to Section 2.2(a)(ii) of the Agreement.
Capitalized terms not otherwise defined herein are defined as set forth in the Agreement.


 


In connection with this
opinion letter, we have examined executed copies of the Agreement and the Warrants dated of even date (collectively, the "Transaction
Documents"); a certificate of a public official from the State of New York; the certificate of incorporation and by-laws of
the Company, as amended to date; and records of proceedings of the Board of Directors of the Company during or by which resolutions
were adopted relating to matters covered by this opinion.


 


In our examination we
have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and
the authenticity of the originals of such copies. We have also assumed that the each Investor has duly and validly executed and
delivered each of the agreements to which it is a signatory, and its obligations set forth in such agreements are its legal, valid
and binding obligations, enforceable in accordance with their respective terms and that it is duly authorized to do so. With your
consent we have also assumed that the representations and warranties as to factual matters made by the Company in the Transaction
Documents are true and correct and have made no independent investigation thereof, except as indicated herein, and are not aware
of any facts inconsistent therewith. When, in this opinion, we have used the phrase "of which we have knowledge", "to
our knowledge" or "of which we are aware", we have not made any independent investigation of the applicable facts,
but have relied on the representations made by the Company in and pursuant to the Transaction Documents and are not aware of any
facts inconsistent therewith.


 




    	 	32	 



     


    

 


The opinions herein are
subject to the following qualifications:


 


		(1)	We express no opinion as to the enforceability of any provision of the Transaction
Documents to the extent such provision may be subject to, and affected by, applicable bankruptcy, insolvency, moratorium or state
or federal laws affecting the rights and remedies of creditors generally (including, without limitation, fraudulent transfer laws).



 


		(2)	The enforceability of provisions in the Transaction Documents providing for (i) specific
performance, injunctive relief or other equitable remedies, regardless of whether such enforceability is sought in a proceeding
in equity or at law and (ii) indemnification against securities law liabilities, the enforceability of which may be limited by
applicable federal and state securities laws and general principles of public policy, shall be subject to limitations imposed
under applicable law on the availability and extent of equitable remedies and relief.



 


		(3)	We express no opinion concerning any law other than the laws of the State of New York
and the Federal law of the United States of America in effect on the date hereof.



 


		(4)	We have assumed there was no misrepresentation, omission or deceit by any person in
connection with the execution, delivery or performance of any of the Transaction Documents or any of the transactions contemplated
by the Transaction Documents.



 


		(5)	We express no opinion as to compliance with applicable antifraud or antitrust statutes,
rules or regulations of applicable state and federal law.



 


		(6)	For purposes of rendering the opinion provided in the first sentence of Paragraph
1 below, we have relied solely upon a certificate of good standing dated as of a date not later than thirty (30) days from the
date of this letter issued by the Secretary of State of the State of New York, and our opinion is limited accordingly.



 


		(7)	We have assumed that the terms and conditions of the instruments as reflected in the
Transaction Documents have not been amended, modified or supplemented by any other agreement or understanding of the parties or
waiver of any of the material provisions of the Transaction Documents.



 


Based on, and subject
to, the above, and subject to the qualifications below, it is our opinion that:


 


1.            The
Company is duly incorporated, validly existing and in good standing under the New York Business Corporation
Law and has the corporate power to own and lease the properties it purports to own and lease, to conduct the business
in which it is engaged and to execute and deliver, and to perform its obligations under, the Agreement, including
to issue and deliver the Shares and the Warrants thereunder.


 




    	 	33	 



     


    

 


2.            This
Agreement has been duly authorized, executed and delivered by the Company.


 


3.            The
Shares have been duly authorized and, upon issuance and delivery thereof and payment therefor pursuant to this Agreement, will
be validly issued, fully paid and non-assessable and free of any pre-emptive or similar rights. The Warrants have been duly authorized
and upon issuance and delivery thereof and payment therefor pursuant to this Agreement, will be validly issued, fully paid and
nonassessable and free of any pre-emptive or similar rights. The Warrant Shares have been duly authorized, and if issued upon the
exercise of the Warrants on the Closing Date in accordance with the terms of the Warrants, the Warrant Shares would be validly
issued, outstanding, fully paid and nonassessable and free of any pre-emptive or similar rights.


 


4.            All
corporate action on the part of the Company, its directors and stockholders necessary for the authorization, sale, issuance and
delivery of the Shares and the Warrants has been taken.


 


5.            Neither
the execution and delivery of, nor the performance of the Company’s obligations under, this Agreement, including the issuance
and delivery of the Shares and the Warrants, by the Company will violate or conflict with, result in a breach of,
or constitute a default under, (a) the Restated Certificate of Incorporation or the Restated By-Laws of the Company
or (b) or any provision of any applicable federal or state law, rule or regulation that in our experience is generally applicable
to transactions of the type contemplated by this Agreement.


 


6.            Except
as identified in the Agreement, and as disclosed in the Company’s filings with the Securities and Exchange Commission, to
our knowledge there are no actions, suits, proceedings or investigations pending against the Company or its properties before any
court or governmental agency nor, to our knowledge, has the Company received any written threat thereof.


 


7.            Except
for compliance with the securities or blue sky laws of the various states, as to which we express no opinion, and
registration of the Shares under the Securities Act, no approval, authorization or other action by any governmental authority or
filing with any such authority (other than any filing solely for information purposes or to obtain action that is not the subject
of governmental discretion) that has not been obtained or accomplished is required by the Company for the valid execution and delivery
of, or the performance of its obligations under, the Agreement, by the Company, including the issuance and delivery of the Shares
and the Warrants by the Company thereunder.


 


8.            Based
in part on the representations and warranties and covenants of the Investors set forth in Sections 3.2 and 4.1 of the Agreement,
the offer and sale of the Shares and the Warrants pursuant to the terms of the Agreement are exempt from the registration requirements
of the Securities Act.


 




    	 	34	 



     


    

 


This opinion is solely
for the information of the addressees hereof, and is not to be quoted in whole or in part or otherwise referred to (except in a
list of closing documents), nor is it to be filed with any governmental agency or other person without our prior written consent.
Other than the addressees hereof and such other parties, no one is entitled to rely on this opinion. This opinion is based on our
knowledge of the law and facts as of the date hereof. We assume no duty to communicate with you with respect to any matter which
comes to our attention hereafter.


 


	 	Very truly yours,
	 	 
	 	LECLAIRRYAN PC
	 	 
	 	By:	 
	 	 	  
	 	 	Vice President


 




    	 	35	 



     


    

 


Exhibit C


 


Form of Warrant


 




    	 	36	 



     


    

 


THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF
ANY STATE AND, EXCEPT AS SET FORTH IN SECTION 5.3 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND
UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY,
SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.


 


COMMON STOCK PURCHASE WARRANT 


 


	Company:	ACURA PHARMACEUTICALS, INC., a New York corporation
	 	 
	Number of Shares:	1,782,531
	 	 
	Type/Series of Stock:	Common Stock
	 	 
	Warrant Price:	$0.528 per share (which represents the average closing price of the Company’s common stock for the previous five days of trading, calculated on the day before the issuance of this Warrant)
	 	 
	Issue Date:	July 24, 2017
	 	 
	Expiration Date:	July 23, 2022  


 


THIS WARRANT CERTIFIES
THAT, for good and valuable consideration, ______________ (“Investor” and, together with any successor
or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”)
is entitled to purchase the number of fully paid and non-assessable shares (the “Shares”) of the above-stated
Type/Series of Stock (the “Class”) of the above-named company (the “Company”) at the above-stated
Warrant Price, all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon
the terms and conditions set forth in this Warrant.


 


SECTION 1.  EXERCISE.


 


1.1           Method
of Exercise. Holder may at any time and from time to time exercise this Warrant, in whole or in part, by delivering to the
Company the original of this Warrant together with a duly executed Notice of Exercise in substantially the form attached hereto
as Appendix 1 and a check, wire transfer of same-day funds (to an account designated by the Company), or other form of payment
acceptable to the Company for the aggregate Warrant Price for the Shares being purchased.


 




    	 	37	 



     


    

 


1.2           Fair
Market Value. If the Company’s common stock is then traded or quoted on a nationally recognized securities exchange,
inter-dealer quotation system or over-the-counter market (a “Trading Market”) and the Class is common stock,
the fair market value of a Share shall be the closing price or last sale price of a share of common stock reported for the Business
Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company. If the
Company’s common stock is not traded in a Trading Market, the Board of Directors of the Company shall determine the fair
market value of a Share in its reasonable good faith judgment.


 


1.3           Delivery
of Certificate and New Warrant. Within a reasonable time after Holder exercises this Warrant in the manner set forth in Section
1.1 above, the Company shall deliver to Holder a certificate representing the Shares issued to Holder upon such exercise and, if
this Warrant has not been fully exercised and has not expired, a new warrant of like tenor representing the Shares not so acquired.


 


1.4           Replacement
of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form,
substance and amount to the Company or, in the case of mutilation, on surrender of this Warrant to the Company for cancellation,
the Company shall, within a reasonable time, execute and deliver to Holder, in lieu of this Warrant, a new warrant of like tenor
and amount.


 


1.5           Treatment
of Warrant Upon Acquisition of Company.


 


(a)           Acquisition.
For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving:
(i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any
merger of the Company into or consolidation of the Company with another person or entity (other than a merger or consolidation
effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders
of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority
of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation
or reorganization (or, if such Company stockholders beneficially own a majority of the outstanding voting power of the surviving
or successor entity as of immediately after such merger, consolidation or reorganization, such surviving or successor entity is
not the Company); or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority
of the Company’s then-total outstanding combined voting power.


 


(b)           Treatment
of Warrant at Acquisition. In the event of an Acquisition in which the consideration to be received by the Company’s
stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public
Acquisition”), either (i) Holder shall exercise this Warrant pursuant to Section 1.1 and such exercise will be deemed
effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects not to exercise
the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition.


 




    	 	38	 



     


    

 


(c)           The
Company shall provide Holder with written notice of its request relating to the Cash/Public Acquisition (together with such reasonable
information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public
Acquisition giving rise to such notice), which is to be delivered to Holder not less than seven (7) Business Days prior to the
closing of the proposed Cash/Public Acquisition.


 


(d)           Upon
the closing of any Acquisition other than a Cash/Public Acquisition defined above, the acquiring, surviving or successor entity
shall assume the obligations of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other
property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares
were outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with
the provisions of this Warrant.


 


(e)           As
used in this Warrant, “Marketable Securities” means securities meeting all of the following requirements: (i)
the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and is then current in its filing of all required reports and other
information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would
be received by Holder in connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing thereof
is then traded in Trading Market, and (iii) following the closing of such Acquisition, Holder would not be restricted from publicly
re-selling all of the issuer’s shares and/or other securities that would be received by Holder in such Acquisition were Holder
to exercise or convert this Warrant in full on or prior to the closing of such Acquisition, except to the extent that any such
restriction (x) arises solely under federal or state securities laws, rules or regulations, and (y) does not extend beyond six
(6) months from the closing of such Acquisition.


 


SECTION 2.  ADJUSTMENTS
TO THE SHARES AND WARRANT PRICE.


 


2.1          Stock
Dividends, Splits, Etc. If the Company declares or pays a dividend or distribution on the outstanding shares of the Class payable
in common stock or other securities or property (other than cash), then upon exercise of this Warrant, for each Share acquired,
Holder shall receive, without additional cost to Holder, the total number and kind of securities and property which Holder would
have received had Holder owned the Shares of record as of the date the dividend or distribution occurred. If the Company subdivides
the outstanding shares of the Class by reclassification or otherwise into a greater number of shares, the number of Shares purchasable
hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased. If the outstanding shares
of the Class are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price
shall be proportionately increased and the number of Shares shall be proportionately decreased.


 




    	 	39	 



     


    

 


2.2          Reclassification,
Exchange, Combinations or Substitution. Upon any event whereby all of the outstanding shares of the Class are reclassified,
exchanged, combined, substituted, or replaced for, into, with or by Company securities of a different class and/or series, then
from and after the consummation of such event, this Warrant will be exercisable for the number, class and series of Company securities
that Holder would have received had the Shares been outstanding on and as of the consummation of such event, and subject to further
adjustment thereafter from time to time in accordance with the provisions of this Warrant. The provisions of this Section 2.2 shall
similarly apply to successive reclassifications, exchanges, combinations substitutions, replacements or other similar events.


 


2.3           Adjustments
for Diluting Issuances. Without duplication of any adjustment otherwise provided for in this Section 2, the number of shares
of common stock issuable upon conversion of the Shares shall be subject to anti-dilution adjustment from time to time in the manner
set forth in the Company’s Articles or Certificate of Incorporation as if the Shares were issued and outstanding on and as
of the date of any such required adjustment.


 


2.4           No
Fractional Share. No fractional Share shall be issuable upon exercise of this Warrant and the number of Shares to be issued
shall be rounded down to the nearest whole Share. If a fractional Share interest arises upon any exercise of the Warrant, the Company
shall eliminate such fractional Share interest by paying Holder in cash the amount computed by multiplying the fractional interest
by (i) the fair market value (as determined in accordance with Section 1.2 above) of a full Share, less (ii) the then-effective
Warrant Price.


 


2.5           Notice/Certificate
as to Adjustments. Upon each adjustment of the Warrant Price, Class and/or number of Shares, the Company, at the Company’s
expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price, Class and/or
number of Shares and facts upon which such adjustment is based. The Company shall, upon written request from Holder, furnish Holder
with a certificate of its Chief Financial Officer, including computations of such adjustment and the Warrant Price, Class and number
of Shares in effect upon the date of such adjustment.


 


SECTION 3.  REPRESENTATIONS
AND COVENANTS OF THE COMPANY.


 


3.1           Representations
and Warranties. The Company represents and warrants to, and agrees with, the Holder that all Shares which may be issued upon
the exercise of this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be duly
authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer
provided for herein or under applicable federal and state securities laws. The Company covenants that it shall at all times cause
to be reserved and kept available out of its authorized and unissued capital stock such number of shares of the Class, common stock
and other securities as will be sufficient to permit the exercise in full of this Warrant and the conversion of the Shares into
common stock or such other securities.


 


3.2           Notice
of Certain Events. If the Company proposes at any time to:


 


(a)           declare
any dividend or distribution upon the outstanding shares of the Class or common stock, whether in cash, property, stock, or other
securities and whether or not a regular cash dividend;


 




    	 	40	 



     


    

 


(b)           offer
for subscription or sale pro rata to the holders of the outstanding shares of the Class any additional shares of any class or series
of the Company’s stock (other than pursuant to contractual pre-emptive rights);


 


(c)           effect
any reclassification, exchange, combination, substitution, reorganization or recapitalization of the outstanding shares of the
Class; or


 


(d)           effect
an Acquisition or to liquidate, dissolve or wind up;


 


then, in connection with each such event, the
Company shall give Holder:


 


(1)         at
least seven (7) Business Days prior written notice of the date on which a record will be taken for such dividend, distribution,
or subscription rights (and specifying the date on which the holders of outstanding shares of the Class will be entitled thereto)
or for determining rights to vote, if any, in respect of the matters referred to in (a) and (b) above; and


 


(2)         in
the case of the matters referred to in (c) and (d) above at least seven (7) Business Days prior written notice of the date when
the same will take place (and specifying the date on which the holders of outstanding shares of the Class will be entitled to exchange
their shares for the securities or other property deliverable upon the occurrence of such event).


 


SECTION 4.  REPRESENTATIONS,
WARRANTIES OF THE HOLDER.


 


The Holder represents and
warrants to the Company as follows:


 


4.1           Purchase
for Own Account. This Warrant and the securities to be acquired upon exercise of this Warrant by Holder are being acquired
for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution
within the meaning of the Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant
or the Shares.


 


4.2           Disclosure
of Information. Holder is aware of the Company’s business affairs and financial condition and has received or has had
full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to
the acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask questions and receive
answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to
obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort
or expense) necessary to verify any information furnished to Holder or to which Holder has access.


 




    	 	41	 



     


    

 


4.3           Investment
Experience. Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk. Holder
has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic
risk of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial
or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying
securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or
controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and financial circumstances
of such persons.


 


4.4           Accredited
Investor Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.


 


4.5           The
Act. Holder understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under the Act
in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the
Holder’s investment intent as expressed herein. Holder understands that this Warrant and the Shares issued upon any exercise
hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws,
or unless exemption from such registration and qualification are otherwise available. Holder is aware of the provisions of Rule
144 promulgated under the Act.


 


4.6           No
Voting Rights. Holder, as a Holder of this Warrant, will not have any voting rights until the exercise of this Warrant.


 


SECTION 5.  MISCELLANEOUS.


 


5.1           Term.


 


Term. Subject to the provisions
of Section 1.5 above, this Warrant is exercisable in whole or in part at any time and from time to time on or before 6:00 PM, Eastern
time, on the Expiration Date and shall be void thereafter.


 


5.2           Legends.
Each certificate evidencing Shares (and each certificate evidencing the securities issued upon conversion of any Shares, if any)
shall be imprinted with a legend in substantially the following form:


 


THE SHARES EVIDENCED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF
ANY STATE AND, EXCEPT AS SET FORTH IN THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER TO INVESTOR DATED July 24, 2017,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION
OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH
REGISTRATION.


 




    	 	42	 



     


    

 


5.3           Compliance
with Securities Laws on Transfer. This Warrant and the Shares issued upon exercise of this Warrant (and the securities issuable,
directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part except in
compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation,
the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested
by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate of Holder,
provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act.
Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability
of Rule 144 promulgated under the Act.


 


5.4           Transfer
Procedure. After receipt by Investor of the executed Warrant, Investor may transfer all or part of this Warrant to one or more
of Investor’s affiliates (each, an “Investor Affiliate”), by execution of an Assignment substantially
in the form of Appendix 2. Subject to the provisions of Article 5.3 and upon providing the Company with written notice, Investor,
any such Investor Affiliate and any subsequent Holder, may transfer all or part of this Warrant or the Shares issuable upon exercise
of this Warrant (or the Shares issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee,
provided, however, in connection with any such transfer, the Investor Affiliate(s) or any subsequent Holder will give the Company
notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee
and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable).


 


5.5           Notices.
All notices and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed delivered and effective
(i) when given personally, (ii) on the third (3rd) Business Day after being mailed by first-class registered or certified mail,
postage prepaid, (iii) upon actual receipt if given by facsimile or electronic mail and such receipt is confirmed in writing by
the recipient, or (iv) on the first Business Day following delivery to a reliable overnight courier service, courier fee prepaid,
in any case at such address as may have been furnished to the Company or Holder, as the case may be, in writing by the Company
or such Holder from time to time in accordance with the provisions of this Section 5.5. All notices to Holder shall be addressed
as follows until the Company receives notice of a change of address in connection with a transfer or otherwise:


 


______________


______________


______________


Email: ______________


 


Notice to the Company shall
be addressed as follows until Holder receives notice of a change in address:


 


ACURA PHARMACEUTICALS, INC.


616 N. North Court, Suite 120


 




    	 	43	 



     


    

 


Palatine, Illinois


Attn: Peter A. Clemens


Fax: (847) 705-5399


Email: pclemens@acurapharm.com


 


With
a copy (which shall not constitute notice) to:


 


LeClairRyan


One Riverfront Plaza

1037 Raymond Boulevard


Sixteenth Floor


Newark, New Jersey 07102


Attn: John P. Reilly


Fax: (973) 491-3511


Email: John.Reilly@leclairryan.com


 


5.6           Waiver.
This Warrant and any term hereof may be changed, waived, discharged or terminated (either generally or in a particular instance
and either retroactively or prospectively) only by an instrument in writing signed by the party against which enforcement of such
change, waiver, discharge or termination is sought.


 


5.7           Attorneys’
Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing
in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’
fees.


 


5.8           Counterparts;
Facsimile/Electronic Signatures. This Warrant may be executed in counterparts, all of which together shall constitute one and
the same agreement. Any signature page delivered electronically or by facsimile shall be binding to the same extent as an original
signature page with regards to any agreement subject to the terms hereof or any amendment thereto.


 


5.9           Governing
Law. This Warrant shall be governed by and construed in accordance with the laws of the State of New York, without giving effect
to its principles regarding conflicts of law.


 


5.10         Headings.
The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision
of this Warrant.


 


5.11         Business
Days. “Business Day” is any day that is not a Saturday, Sunday or a day which banks in the State of New
York or Commonwealth of Virginia are closed.


 


[Remainder of page left blank intentionally]


 


[Signature page follows]


 




    	 	44	 



     


    

 


IN WITNESS WHEREOF, the
parties have caused this Warrant to Purchase Stock to be executed by their duly authorized representatives effective as of the
Issue Date written above.


 


	“COMPANY”	 	 
	 	 	 
	ACURA PHARMACEUTICALS, INC.	 	 
	 	 	 
	By:	 	 	 
	 	 	 	 
	Name:	 	 	 
	 	(Print)	 	 
	Title:	 	 	 
	 	 	 
	“HOLDER”	 	 
	 	 	 
	By:	 	 	 
	 	 	 
	Name:	    	 	 
	(Print)	 	 


 


[Signature Page to Warrant to Purchase Stock-A3]


 




     


     


    

 


APPENDIX 1


 


NOTICE OF EXERCISE


 


The undersigned Holder
hereby exercises its right purchase ___________ shares of the Common Stock of ACURA PHARMACEUTICALS, INC. (the “Company”)
in accordance with the attached Warrant To Purchase Stock, and tenders payment of the aggregate Warrant Price for such shares as
follows:


 


☐  check
in the amount of $________ payable to order of the Company enclosed herewith


 


☐  Wire
transfer of immediately available funds to the Company’s account


 


☐  Other
[Describe] __________________________________________


 


Please issue a certificate
or certificates representing the Shares in the name specified below:


 


	 	 
	Holder’s Name	 
	 	 
	 	 
	 	 
	 	 
	(Address)	 


 


By its execution below
and for the benefit of the Company, Holder hereby restates each of the representations and warranties in Section 4 of the Warrant
to Purchase Stock as of the date hereof.


 


	 	 	HOLDER:
	 	 	 
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 
	 	 	 	 
	 	 	Date:	 


 




    	 	Appendix 1	 



     


    

 


APPENDIX 2


 


ASSIGNMENT


 


For value received, Holder
hereby sells, assigns and transfers unto


 


	Name:	[HOLDER TRANSFEREE]
	 	 
	Address:	 
	 	 
	Tax ID:	 


 


that certain Warrant to Purchase
Stock issued by ACURA PHARMACEUTICALS, INC. (the “Company”), on [_____] (the “Warrant”) together
with all rights, title and interest therein.


 


	 	 	HOLDER
	 	 	 
	 	 	By:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 
	 	 	 	 
	Date:	 	 	 	 
	 	 	 	 	 


By its execution below, and for the benefit of the Company,
[HOLDER TRANSFEREE] makes each of the representations and warranties set forth in Article 4 of the Warrant and agrees to all other
provisions of the Warrant as of the date hereof.


 


	 	 	 [HOLDER TRANSFEREE]
	 	 	 
	 	 	 By:	 
	 	 	 	 
	 	 	 Name:	 
	 	 	 	 
	 	 	 Title:	                                             ]


 




    	 	Appendix 2