Unassociated Document




    


      

    
      The
Warrants evidenced by this Warrant Certificate are part of a duly authorized
issue of Warrants issued or to be issued pursuant to that certain Warrant Agent
Agreement (the “Warrant
Agreement”) made as of September 17, 2010, between the Company and Wells
Fargo Bank, N.A., as warrant agent (the “Warrant Agent”), which Warrant
Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation
of rights, obligations, duties and immunities thereunder of the Warrant Agent,
the Company and the registered holder or holders of the Warrants (the “Holder” or “Holders”). A copy of the
Warrant Agreement may be obtained by the Holder hereof upon written request to
the Company. Capitalized terms used in this Warrant Certificate but not defined
shall have the meaning ascribed to such terms in the Warrant
Agreement.

      


      In order
to exercise any Warrants represented by this Warrant Certificate, the Holder
hereof must surrender this Warrant Certificate to the Warrant Agent at its
corporate trust office address set forth in Section 20 of the Warrant Agreement,
with the form of election to purchase set forth on the reverse of this Warrant
Certificate duly executed, together with payment in full of the Exercise Price
then in effect for each Warrant Share (or other securities) purchasable upon
exercise of the Warrants as to which a Warrant is exercised; such payment may be
made (i) in cash or by certified or official bank check payable to the order of
the Company or by wire transfer to an account designated by the Company for such
purpose, (ii) without the payment of cash, pursuant to a Cashless Exercise as
set forth in Section 7 of the Warrant Agreement and Section 1 of the Warrant or
(iii) a combination of (i) or (ii).

      


      In the
event that upon any exercise of Warrants evidenced hereby the number of Warrants
exercised shall be less than the total number of Warrants evidenced hereby,
there shall be issued to the Holder hereof or his assignee a new Warrant
Certificate evidencing the number of Warrants not exercised.

      


      The
Warrant Agreement provides that upon the occurrence of certain events the
Exercise Price set forth on the face hereof may, subject to certain conditions,
be adjusted. If the Exercise Price is adjusted, the Warrant Agreement provides
that the number of Warrant Shares issuable upon the exercise of each Warrant
shall be adjusted. No fractions of a Share will be required to be issued upon
the exercise of any Warrant, but the Company may pay the cash value thereof
determined as provided in the Warrant Agreement or issue a fractional
Share.

      


      Warrant
Certificates, when surrendered by the registered Holder thereof in person or by
legal representative or attorney duly authorized in writing, may be exchanged,
in the manner and subject to the limitations provided in the Warrant Agreement,
but without payment of any service charge, for another Warrant Certificate or
Warrant Certificates of like tenor evidencing in the aggregate a like number of
Warrants.

      


      Upon due
presentation for registration of transfer of this Warrant Certificate a new
Warrant Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants shall be issued to the transferee(s) in
exchange for this Warrant Certificate, subject to the limitations provided in
the Warrant Agreement, without charge except for any tax or other governmental
charge imposed in connection therewith.

      


      The
Company may deem and treat the registered Holder(s) thereof as the absolute
owner(s) of this Warrant Certificate (notwithstanding any notation of ownership
or other writing hereon made by anyone), for the purpose of any exercise hereof,
of any distribution to the Holder(s) hereof, and for all other purposes, and
neither the Company nor the Warrant Agent shall be affected by any notice to the
contrary. Neither the Warrants nor this Warrant Certificate entitles any Holder
hereof to any rights of a stockholder of the Company.

       

      
        Warrant
CUSIP No. 03832V 117

        Common
Stock CUSIP No. 03832V 109

        (To be
executed upon exercise of the Warrant(s))

      

    

    
      The
undersigned hereby irrevocably elects to exercise the right to purchase shares
of Common Stock of Apricus Biosciences, Inc. and (check one or
both):


      o herewith tenders in
payment for ______________ shares of Common Stock an amount of $__________ by
certified or official bank check made payable to the order of Apricus
Biosciences, Inc. or by wire ransfer in immediately available funds to an
account arranged with Apricus Biosciences, Inc.; and/or


      o  herewith
tenders the Warrant(s) for _____________ shares of Common Stock pursuant to the
cashless exercise provision of Section 1(c) of the Warrant.


      Please
check below if this exercise is contingent upon the consummation of a
Fundamental Transaction as provided in Section 8 of the
Warrant:


      o  This
exercise is being made in connection with a Fundamental Transaction; provided,
that in the event the Fundamental Transaction shall not be consummated, then
this exercise shall be deemed to be revoked.

    

     

    
      Dated:
________________________, 20____

      THIS
EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., NEW
YORK CITY TIME, ON THE EXPIRATION DATE. ALL CAPITALIZED
TERMS USED HEREIN BUT NOT DEFINED HEREIN SHALL HAVE THE MEANINGS AS SIGNED TO
THEM IN THE WARRANT.

       

      Name of any person who solicited
exercise of the Warrant(s):
___________________________________________

       

      THE
UNDERSIGNED REQUESTS THAT A STATEMENT REPRESENTING THE SHARES OF COMMON STOCK BE
DELIVERED AS FOLLOWS:

       

      
        
          
            
              
                
                  
                    	
                            Name:

                          	 
      	 
      
	
                             

                          	

                            (Please
      Print)

                          	 
      
	
                            Address:

                          	 
      	 
      
	 	 	 
	
                            Telephone:

                          	 
      	 
      
	
                            Fax:

                          	 
      	 
      


                  

                

              

            

          

        

      

    

    
      Social
Security Number or Other Taxpayer Identification Number (if applicable):
_________________________________

       

      IF
SAID NUMBER OF SHARES SHALL NOT BE ALL THE SHARES PURCHASABLE UNDER THE
WARRANT(S), THE UNDERSIGNED REQUESTS THAT NEW BOOK-ENTRY
WARRANT(S) REPRESENTING THE BALANCE OF SUCH WARRANT(S) SHALL BE REGISTERED AS
FOLLOWS:

      
         

        
          
            
              
                
                  
                    
                      	
                              Name:

                            	 
      	 
      
	
                               

                            	

                              (Please
      Print)

                            	 
      
	
                              Address:

                            	 
      	 
      
	 	 	 
	
                              Telephone:

                            	 
      	 
      
	
                              Fax:

                            	 
      	 
      


                    

                  

                

              

            

          

        

        
          Social
Security Number or Other Taxpayer Identification Number (if applicable):
_________________________________

           

          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Signature:

                                  	 
      	 
      
	
                                    Name:

                                  	 
      	 
      
	
                                    Capacity
      in which Signing:

                                  	 
      	 
      
	
                                    SIGNATURE

                                  	 
      	 
      
	
                                    GUARANTEED
      BY:

                                  	 
      	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    Signatures
must be guaranteed by a participant in the Securities Transfer Agent Medallion
Program, the Stock Exchanges Medallion Program or the New York Stock
Exchange,
Inc. Medallion Signature Program.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      ASSIGNMENT
FORM

      (To
assign the foregoing warrant, execute this form and supply required information.
Do not use this form to exercise the warrant.)

      FOR VALUE
RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
assigned to

      whose
address is

      
        
          
            
              
                
                  
                    	
                            Dated:

                          	 
      	 
      
	
                            Holder’s
      Signature:

                          	 
      	 
      
	
                            Holder’s
      Address:

                          	 
      	 
      
	 	 	 
	
                            Signature
      Guaranteed:

                          	 
      	 
      


                  

                

              

            

          

        

      

      NOTE: The
signature to this Assignment Form must correspond with the name as it appears on
the face of the Warrant, without alteration or enlargement or any change
whatsoever,
and must be guaranteed by a bank or trust company. Officers of corporations and
those acting in a fiduciary or other representative capacity should file
proper
evidence of authority to assign the foregoing Warrant.