Warrant to Purchase Preferred Stock of the Registrant



  
 Exhibit 4.5 

EXECUTION COPY 
 THIS WARRANT HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY
SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 8 OF THIS WARRANT.

 ACELRX PHARMACEUTICALS, INC. 
 WARRANT TO PURCHASE PREFERRED STOCK 
 For value received and subject to the provisions set
forth in this warrant (this “Warrant”), PINNACLE VENTURES II EQUITY HOLDINGS, L.L.C. and its assigns are entitled to purchase from ACELRX PHARMACEUTICALS, INC., a
Delaware corporation (the “Company”): 
  

			
	Shares of Preferred Stock:	  	See Section 1 (f)
		
	Exercise Price:	  	See Section 1 (c)
		
	Term of Warrant:	  	10 years from the Warrant Date
		
	Warrant Date:	  	September 16, 2008

 The number of Shares for which this Warrant is exercisable
and the Exercise Price may be adjusted as specified in Section 5. 
 1.    
Definitions.   As used herein, capitalized terms not otherwise defined herein shall have the meanings set forth in the introductory paragraph of this Warrant or the following meanings: 

(a)   “Applicable Stock” means (i) (A) if the Exercise Price is the Series B Price, then the
Company’s presently authorized Series B Preferred Stock, or (B) if the Exercise Price is the Next Round Price, then the series of convertible preferred stock sold in the Company’s next Qualified Financing, (ii) after the
conversion of all of the outstanding shares of such series of preferred stock into Common Stock, either automatically or by vote of the requisite holders thereof, the Company’s Common Stock, and (iii) upon any conversion, exchange,
reclassification or change, any security into which the securities described in clauses (i) or (ii) of this definition may be converted, exchanged, reclassified or otherwise changed. 

(b)   “Common Stock” means the common stock of the Company. 

(c)   “Exercise Price” means the exercise price per share of Applicable Stock and shall equal the lesser of
(i) the Series B Price or (ii) the Next Round Price if the Company completes a Qualified Financing after the Warrant Date and prior to the exercise of any portion of this Warrant. 

(d)   “Holder” means the initial holder of this Warrant set forth in the first paragraph of this Warrant and any
other person or entity which becomes a holder of this Warrant pursuant to the terms of this Warrant. 







  
 (e)   “Next
Round Price” means the price per share of the equity securities sold in the Company’s next Qualified Financing after the Warrant Date. 
 (f)   “Number of Shares” means that number of shares for which this Warrant is exercisable and shall equal the Warrant Coverage divided by the Exercise Price, if such Shares are
Preferred Stock, or the Common Stock Equivalent thereof, if such Shares have been converted to Common Stock. 
 (g)
  “Public Acquisition” means any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation which is effected such that (i) the
holders of Applicable Stock shall be entitled to receive cash or shares of stock that are of a publicly traded company listed on a national market or exchange which may be sold without restrictions after the close of such event, (ii) the
Company’s stockholders own less than 50% of the voting securities of the surviving entity, (iii) the surviving entity does not assume other options or warrants of the Company and (iv) at the time of such event the effective per share
price for the Applicable Stock is at least ten dollars ($10.00). 
 (h)   “Qualified Financing” means
the sale after the date hereof and prior to the Company’s initial public offering, of a series of convertible preferred stock of the Company to purchasers resulting in gross proceeds to the Company of not less than $10,000,000 (excluding any
bridge debt financing except to the extent actually converted to equity in the Company). 
 (i)   “Series B
Price” means $4.0000 per share. 
 (j)   “Shares” means the shares of Applicable Stock of
Company issuable upon exercise of this Warrant. 
 (k)   “Warrant Coverage” initially means $600,000;
provided however, that upon any Advance under the Loan Agreement, Warrant Coverage means the sum of: (i) $600,000 plus (ii) 2.5% times the amount of all Advances made under the Loan Agreement. 

(I)   “Warrant Date” means the date of this Warrant specified in the introductory paragraph of this Warrant.

 2.     Term.   The right to purchase Applicable Stock upon exercise hereof is
exercisable at any time and from time to time from the Warrant Date until earlier to occur of the following: (a) the tenth anniversary of the Warrant Date, (b) a Public Acquisition, or (c) five (5) years after the closing of a
Public Offering pursuant to a Registration Statement under the Act and at the time of such event the effective per share price for the Applicable Stock is at least ten dollars ($10). 

3.     Payment and Exercise. 
 (a)     Methods of Exercise.   The purchase right represented by this Warrant may be exercised by the Holder, in whole or in part and from time to time, at the election of the
Holder, by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A duly completed and executed) at the principal office of the Company and by the payment to the Company, by check, or
by wire transfer to an account designated by the Company of an amount equal to the then applicable Exercise Price multiplied by the number of Shares then being purchased (the “Aggregate Purchase Price”),
(b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit B duly completed and executed) at the principal office
of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company from the proceeds of the sale of shares to be sold by the Holder in such public offering of the Aggregate Purchase Price; or
(c) exercise of the “net issuance” right provided for in Section 3(b) hereof. The person or persons in whose name(s) any certificate(s) representing Shares of Applicable Stock shall be issuable upon exercise of this Warrant shall
be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such 

  
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Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the rights
represented by this Warrant, certificates for the Shares so purchased shall be delivered to the Holder as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or
expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder as soon as possible and in any event within such thirty-day period;
provided, however, that at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, if requested by the Holder, the Company shall cause its transfer agent to deliver the certificate
representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the Holder exercising this Warrant) within the time period required to settle any trade made by the Holder after exercise of this Warrant.

 (b)     Right to Convert Warrant into Stock; Net Issuance. 

(i)     Net Issuance Right.   In addition to and without limiting the rights of the Holder under the terms of
this Warrant, the Holder shall have the right to convert this Warrant or any portion thereof (the “Net Issuance Right’) into shares of Applicable Stock as provided in this Section 3(b) at any time or from
time to time during the term of this Warrant. Upon exercise of the Net Issuance Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall
deliver to the Holder (without payment by the Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Applicable Stock as is determined according to the following formula: 

X =   A - B  

           Y 

 

					
	 Where:
	  	X =	  	the number of shares of Applicable Stock that shall be issued to Holder
			
		  	Y =	  	the fair market value of one share of Applicable Stock
			
		  	A =	  	the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of
one Converted Warrant Share)
			
		  	B =	  	the aggregate Exercise Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Net Issuance Right (i.e., the number of Converted Warrant
Shares multiplied by the Exercise Price)

 No fractional shares shall be issuable upon exercise of the Net Issuance Right, and, if
the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the Holder an amount in cash equal to the fair market value of the resulting fractional share on the
Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Net Issuance Right shall be treated as if they were issued upon the exercise of this Warrant. 

(ii)     Exercise of Net Issuance Right.   The Net Issuance Right may be exercised by the Holder by the
surrender of this Warrant at the principal office of the Company together with a written statement (which may be in the form of Exhibit A or Exhibit B hereto) specifying that the Holder thereby intends to exercise the Net Issuance Right and
indicating the number of shares subject to this Warrant which are being surrendered (referred to in Section 3(b)(i) hereof as the Converted Warrant Shares) in exercise of the Net Issuance Right. Such conversion shall be effective upon receipt
by the Company of this Warrant together with the aforesaid written statement, or on such later date as is specified therein (the “Conversion Date”), and, at the election of the Holder, may be made contingent upon the closing
of the sale of the Company’s Common Stock to the public in a public offering (a “Public Offering”) pursuant to a Registration Statement under the Securities Act of 1933, amended (the
“Act”). Certificates for the shares issuable upon 

  
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exercise of the Net Issuance Right and, if applicable, a new warrant evidencing the balance of the shares remaining subject to this Warrant, shall be issued as of the Conversion Date and shall be
delivered to the Holder within thirty (30) days following the Conversion Date. 
 (iii)     Determination of
Fair Market Value.   For purposes of this Section 3(b), “fair market value” of a share of Applicable Stock (which shall be Common Stock if the Applicable Stock has been converted into Common Stock) as of a particular
date (the “Determination Date”) shall mean: 
 (1) If the Net Issuance Right is exercised in connection with and
contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the
initial “price to the public” specified in the final prospectus with respect to such offering. 
 (2) If the Net Issuance Right
is not exercised in connection with and contingent upon a Public Offering, then as follows: 

(A)    If traded on a securities exchange, then the fair market value shall be the average of the closing
prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date; 

(B)    If traded on the Nasdaq Stock Market or other over- the-counter system, then the fair market value
shall be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date; and 
 (C)    If there is no public market, then fair market value shall be determined in good faith by the Company’s Board of Directors. 
 In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days have not passed since the Company’s initial Public Offering then the fair market value of the
Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the initial Public Offering and ending on the trading day prior to the Determination Date (or if
such period includes only one trading day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing
price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day. 
 (c)   Exercise Prior to Expiration.   To the extent this Warrant is not previously exercised as to all of the Shares subject hereto, and if the fair market value of one share of the
Applicable Stock is greater than the Exercise Price then in effect, this Warrant shall be deemed automatically exercised pursuant to Section 3(b) (even if not surrendered) immediately before its expiration, including but not limited to
expiration pursuant to Section 2. For purposes of such automatic exercise, the fair market value of one share of the Applicable Stock upon such expiration shall be determined pursuant to Section 3(b)(iii). To the extent this Warrant or any
portion thereof is deemed automatically exercised pursuant to this Section 3(c), the Company agrees to promptly notify the Holder of the number of Shares, if any, the Holder is to receive by reason of such automatic exercise. 

4.     Stock Fully Paid; Reservation of Shares.   All Shares that may be issued upon the exercise of the
rights represented by this Warrant will, upon issuance pursuant to the terms and conditions herein, be fully paid and nonassessable, and free from all preemptive rights and taxes, liens and charges with respect to the issuance thereof. During the
period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized, and reserved for the purpose of the issue upon exercise of the purchase rights evidenced by this Warrant, a sufficient number
of shares of its Applicable Stock to provide for the exercise of the rights represented by this Warrant and, while the Applicable Stock is convertible preferred stock, a sufficient number of shares of its Common Stock to provide for the conversion
of the Applicable Stock into Common Stock. 

  
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 5.    
Adjustment of Exercise Price and Number of Shares.   The number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time upon the occurrence of
certain events, as follows: 
 (a)   Reclassification or Merger.   In case of any reclassification or change of
securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the
Company with or into another entity (other than a merger with another entity in which the Company is the acquiring and the surviving entity and which does not result in any reclassification or change of outstanding securities issuable upon exercise
of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the Holder a new Warrant (in form and
substance satisfactory to the Holder), or the Company shall make appropriate provision without the issuance of a new Warrant, so that the Holder shall have the right to receive upon exercise of this Warrant, at a total purchase price not to exceed
that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Applicable Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property
receivable upon such reclassification, change, merger or sale by a holder of the number of shares of Applicable Stock then purchasable under this Warrant. The provisions of this Section 5(a) shall similarly apply to successive
reclassifications, changes, mergers and sales. 
 (b)   Subdivision or Combination of Shares.   If the Company
at any time while this Warrant remains outstanding and unexpired shall subdivide or combine its outstanding shares of Applicable Stock, the Exercise Price shall be proportionately decreased and the number of Shares issuable hereunder shall be
proportionately increased in the case of a subdivision and the Exercise Price shall be proportionately increased and the number of Shares issuable hereunder shall be proportionately decreased in the case of a combination. 

(c)   Stock Dividends and Other Distributions.   If the Company at any time while this Warrant is outstanding and
unexpired shall (i) pay a dividend with respect to Applicable Stock payable in Applicable Stock, then the Exercise Price shall be adjusted, from and after the date of determination of shareholders entitled to receive such dividend or
distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such date of determination by a fraction (A) the numerator of which shall be the total number of shares of Applicable Stock outstanding
immediately prior to such dividend or distribution, and (B) the denominator of which shall be the total number of shares of Applicable Stock outstanding immediately after such dividend or distribution; or (ii) make any other distribution
with respect to Applicable Stock (except any distribution specifically provided for in Sections 5(a) and 5(b)), then, in each such case, provision shall be made by the Company such that the Holder shall receive upon exercise of this Warrant a
proportionate share of any such dividend or distribution as though it were the holder of the Applicable Stock as of the record date fixed for the determination of the shareholders of the Company entitled to receive such dividend or distribution.

 (d)   Adjustment of Number of Shares.   Upon each adjustment in the Exercise Price, the number of Shares of
Applicable Stock purchasable hereunder shall be adjusted, to the nearest whole share, to the product obtained by multiplying the number of Shares purchasable immediately prior to such adjustment in the Exercise Price by a fraction, the numerator of
which shall be the Exercise Price immediately prior to such adjustment and the denominator of which shall be the Exercise Price immediately thereafter. 
 (e)   Antidilution Rights.   The other antidilution rights applicable to the Shares of Applicable Stock purchasable hereunder are set forth in the Company’s Certificate of
Incorporation, as amended through the Warrant Date, a true and complete copy of which is attached hereto as Exhibit C (the “Charter”). The Company shall promptly provide the Holder with any restatement, amendment,
modification or waiver of the Charter promptly after the same has been made. 
 6.     Notice of
Adjustments.   Whenever the Exercise Price or the number of Shares purchasable hereunder shall be adjusted pursuant to Section 5 hereof, the Company shall make a certificate signed by its chief financial officer setting forth, in
reasonable detail, the event requiring the adjustment, the amount of the 

  
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adjustment, the method by which such adjustment was calculated, and the Exercise Price and the number of Shares purchasable hereunder after giving effect to such adjustment, and shall cause
copies of such certificate to be delivered to the Holder. In addition, whenever the conversion price or conversion ratio of the Applicable Stock shall be adjusted, the Company shall make a certificate signed by its chief financial officer setting
forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the conversion price or ratio of the Applicable Stock after giving effect to such adjustment, and
shall cause copies of such certificate to be delivered to the Holder. 
 7.     Fractional Shares.  
No fractional shares of Applicable Stock will be issued in connection with any exercise hereunder, but in lieu of such fractional shares the Company shall make a cash payment therefor based on the fair market value of the Applicable Stock on the
date of exercise as reasonably determined in good faith by the Company’s Board of Directors. 
 8.    
Compliance with Act; Disposition of Warrant or Shares of Applicable Stock. 
 (a)   Compliance with
Act.   The Holder, by acceptance hereof, agrees that this Warrant, and the shares of Applicable Stock to be issued upon exercise hereof and any Common Stock issued upon conversion thereof are being acquired for investment and that the
Holder will not offer, sell or otherwise dispose of this Warrant, or any shares of Applicable Stock to be issued upon exercise hereof or any Common Stock issued upon conversion thereof except under circumstances which will not result in a violation
of the Act or any applicable state securities laws. Upon exercise of this Warrant, unless the Shares being acquired are registered under the Act and any applicable state securities laws or an exemption from such registration is available, the Holder
shall confirm in writing that the shares of Applicable Stock so purchased (and any shares of Common Stock issued upon conversion thereof) are being acquired for investment and not with a view toward distribution or resale in violation of the Act and
shall confirm such other matters related thereto as may be reasonably requested by the Company. This Warrant and all shares of Applicable Stock issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities
laws) shall be stamped or imprinted with a legend in substantially the following form: 
 “THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY
SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 8 OF THE WARRANT UNDER WHICH
THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLY.” 
 Said legend shall be removed by the Company, upon the request of the Holder, at such time
as the restrictions on the transfer of the applicable security shall have terminated. 
 (b)   Disposition of Warrant or
Shares.   With respect to any offer, sale or other disposition of this Warrant or any shares of Applicable Stock acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or shares, the Holder agrees to
give written notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of counsel, if requested by the Company, or other evidence, if reasonably satisfactory to the Company, to the effect that such
offer, sale or other disposition may be effected without registration or qualification (under the Act as then in effect or any federal or state securities law then in effect) of this Warrant or such shares of Applicable Stock and indicating whether
or not under the Act certificates for this Warrant or such shares of Applicable Stock to be sold or otherwise disposed of require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance with such law.
Upon receiving such written notice and reasonably satisfactory opinion or other evidence, the Company, as promptly as practicable but no later than fifteen (15) days after receipt of the written notice, shall notify the Holder that the Holder
may sell or otherwise dispose of this Warrant or such shares of Applicable Stock, all in accordance with the terms of the notice delivered to the Company. If a determination has been made pursuant to this Section 8(b) that the opinion of
counsel or other evidence is not 

  
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reasonably satisfactory to the Company, the Company shall so notify the Holder promptly with details thereof after such determination has been made. Notwithstanding the foregoing, this Warrant or
such shares of Applicable Stock may, as to such federal laws, be offered, sold or otherwise disposed of in accordance with Rule 144 or 144A under the Act, provided that the Company shall have been furnished with such information as the Company may
reasonably request to provide a reasonable assurance that the provisions of Rule 144 or 144A have been satisfied. Each certificate representing this Warrant or the shares of Applicable Stock thus transferred (except a transfer pursuant to Rule 144
or 144A) shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless in the aforesaid opinion of counsel for the Holder, such legend is not required in order to ensure compliance with
such laws. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. 
 (c)  
Applicability of Restrictions.   Neither any restrictions of any legend described in this Warrant nor the requirements of Section 8(b) above shall apply to any transfer of, or grant of a security interest in, this Warrant (or
the Applicable Stock or Common Stock obtainable upon exercise thereof) or any part hereof (i) to a partner of the Holder if the Holder is a partnership or to a member of or other holder of an interest in the Holder if the Holder is a limited
liability company, (ii) to a partnership of which the Holder is a partner or to a limited liability company of which the Holder is a member or other holder of an interest, or (iii) to any affiliate of the Holder if the Holder is a
corporation; provided, however, in any such transfer, if applicable, the transferee shall on the Company’s request agree in writing to be bound by the terms of this Warrant as if an original holder hereof. 

9.     Rights as Shareholders; Information.   No Holder, as a holder of this Warrant, shall be entitled to
vote or receive dividends or be deemed the holder of Applicable Stock or any other securities of the Company which may at any time be issuable upon the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon
the Holder, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to receive dividends or subscription rights or
otherwise until this Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein. Notwithstanding the foregoing, the Company will transmit to the Holder such information,
documents and reports as are generally distributed to the holders of any class or series of the securities of the Company concurrently with the distribution thereof to the shareholders. 

10.     Registration Rights.   The Company grants registration rights to the Holder for any Applicable Stock
of the Company (after its conversion to Common Stock) obtained upon exercise of this Warrant, comparable to the registration rights granted to the investors in that certain First Amended and Restated Investors’ Rights Agreement dated
February 4, 2008, (the “Investor Rights Agreement’), with the following exceptions and clarifications: 

(1)        The Holder will not have the right to demand registration (other than a registration on Form
S-3 or any successor form), but can otherwise participate in any registration demanded by others. 

(2)        The Holder will be subject to the same provisions regarding indemnification as contained in the
Investor Rights Agreement. 
 (3)        The registration rights are freely assignable by the
Holder in connection with a permitted transfer of this Warrant or the Shares. 
 11.     Notice Rights.

 (a)   Acquisition Transactions.   The Company shall provide the Holder with at least twenty
(20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all
or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a


  
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merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of. 

(b)   Dividends and Repurchases.   The Company shall provide the Holder with at least ten (10) days notice prior to
the record date of any cash dividend with respect to or offer to repurchase the Applicable Stock. 
 (c)  
Liquidation.   The Company shall provide the Holder with at least ten (10) days notice prior to any voluntary or involuntary dissolutions, liquidation or winding-up of the Company. 

12.     Representations and Warranties.   The Company represents and warrants to the Holder as follows:

 (a)   This Warrant has been duly authorized and executed by the Company and is a valid and binding obligation of the Company
enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and the rules of law or principles at equity governing specific performance, injunctive relief and other
equitable remedies. 
 (b)   The Shares have been duly authorized and reserved for issuance by the Company and, when issued in
accordance with the terms hereof, will be validly issued, fully paid and nonassessable and free from preemptive rights. 
 (c)  
The rights, preferences, privileges and restrictions granted to or imposed upon the Applicable Stock and the holders thereof are as set forth in the Charter, and on the Warrant Date, each share of the Applicable Stock represented by this Warrant is
convertible into one share of Common Stock. 
 (d)   The shares of Common Stock issuable upon conversion of the Shares have been
duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms of the Charter will be validly issued, fully paid and nonassessable. 
 (e)   The execution and delivery of this Warrant are not, and the issuance of the Shares upon exercise of this Warrant in accordance with the terms hereof will not be, inconsistent with the Company’s
Charter or by-laws, do not and will not contravene any law, governmental rule or regulation, judgment or order applicable to the Company, and do not and will not conflict with or contravene any provision of, or constitute a default under, any
indenture, mortgage, contract or other instrument of which the Company is a party or by which it is bound or require the consent or approval of, the giving of notice to, the registration or filing with or the taking of any action in respect of or
by, any Federal, state or local government authority or agency or other person, except for the filing of notices pursuant to federal and state securities laws, which filings will be effected by the time required thereby. 

(f)   There are no actions, suits, audits, investigations or proceedings pending or, to the knowledge of the Company, threatened against
the Company in any court or before any governmental commission, board or authority which, if adversely determined, could have a material adverse effect on the ability of the Company to perform its obligations under this Warrant. 

(g)   The number of shares of Common Stock of the Company outstanding on the date hereof, on a fully diluted basis (assuming the
conversion of all outstanding convertible securities and the exercise of all outstanding options and warrants), does not exceed [20 million] shares. 
 13.     Market Stand-Off Agreement.   During the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date
specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) or such longer period, not to exceed an additional 18 days, if requested by the lead underwriter to comply with FINRA Rule 2711, the
Holder hereby agrees that it will not (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or


  
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dispose of, directly or indirectly, any shares of Common Stock, any securities convertible into or exercisable or exchangeable for Common Stock or any other securities of the Company held
immediately prior to the effectiveness of the registration statement for such offering, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common
Stock or other securities of the Company, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this
Section 12 shall apply only to the Company’s initial offering of equity securities, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all
officers, directors and greater than two percent (2%) stockholders of the Company and all holders of other warrants enter into similar agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with
respect to the Applicable Stock and shares issued upon conversion thereof of the Holder or any future transferee (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. The Holder
agrees to execute a market stand-off agreement with the underwritier(s) of Common Stock (or other securities) of the Company in customary form considtent with the provisions of this Section 12. For purposes of this Section 12, the term
“Initial Offering” shall mean the Company’s first firm commitment underwritten public offering of its Common Stock under the Act. 
 14.     Information Rights.   The Company shall provide to the Holder the financial statements specified in this Section 14 prepared in accordance with generally accepted
accounting principles, consistently applied (except, in the case of unaudited financial statements, for the absence of footnotes and normal year-end adjustments); provided, however, that after the effective date of the initial registration statement
covering a public offering to the Company’s securities, this Section 14 shall terminate. As soon as practicable (and in any event within 45 days after the end of each fiscal quarter or such longer time approved by the company’s Board
of Directors, an unaudited balance sheet as of the end of such fiscal quarter and unaudited statements of income or loss, retained earnings or deficit, cash flows and capital structure of the Company for such quarter. As soon as practicable (and in
any event within 180 days after the end of each fiscal year, audited balance sheets as of the end of such year (consolidated if applicable) and related statements of income or loss, retained earnings or deficit, cash flows and capital structure of
the Company for such year, setting forth in comparative form the corresponding figures for the preceding fiscal year, and accompanied by an audit report and unqualified opinion of the independent certified public accountants of recognized national
or regional standing selected by the Company. 
 15.     Modification and Waiver.   This Warrant and
any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the same is sought. 
 16.     Notices.   Any notice, request, communication or other document required or permitted to be given or delivered to the Holder or the Company shall be delivered, or shall
be sent by certified or registered mail, postage prepaid, or overnight courier or delivered personally to the Holder at its address as shown on the books of the Company or to the Company at the address indicated therefor on the signature page of
this Warrant. 
 17.     Binding Effect on Successors.   This Warrant shall be binding upon any
corporation succeeding the Company by merger, consolidation or acquisition of all or substantially all of the Company’s assets, and all of the obligations of the Company relating to the Applicable Stock issuable upon the exercise or conversion
of this Warrant shall survive the exercise, conversion and termination of this Warrant and all of the covenants and agreements of the Company shall inure to the benefit of the successors and assigns of the Holder. 

18.     Lost Warrants or Stock Certificates.   The Company covenants to the Holder that, upon receipt of
evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant or any stock certificate and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to
the Company, or in the case of any such mutilation upon surrender and cancellation of such Warrant or stock certificate, the Company will make and deliver a new Warrant or stock certificate, of like tenor, in lieu of the lost, stolen, destroyed or
mutilated Warrant or stock certificate. 

  
 -9- 








  
 19.    
Descriptive Headings.   The descriptive headings of the various Sections of this Warrant are inserted for convenience only and do not constitute a part of this Warrant. The language in this Warrant shall be construed as to its fair
meaning without regard to which party drafted this Warrant. 
 20.     Governing Law.   This Warrant
shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of California. 
 21.     Survival of Representations, Warranties and Agreements.   All representations and warranties of the Company and the Holder contained herein shall survive the Warrant
Date, the exercise or conversion of this Warrant (or any part hereof) or the termination or expiration of rights hereunder. All agreements of the Company and the Holder contained herein shall survive indefinitely until, by their respective terms,
they are no longer operative. 
 22.     Remedies.   In case any one or more of the covenants and
agreements contained in this Warrant shall have been breached, the Holder (in the case of a breach by the Company), or the Company (in the case of a breach by the Holder), may proceed to protect and enforce their or its rights either by suit in
equity and/or by action at law, including, but not limited to, an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Warrant. 

23.     No Impairment of Rights.   The Company will not, by amendment of its Charter or through any other
means, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate
in order to protect the rights of the Holder against impairment. 
 24.     Severability.   The
invalidity or unenforceability of any provision of this Warrant in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction, or affect any other provision of this Warrant, which shall remain in
full force and effect. 
 25.     Recovery of Litigation Costs.   If any legal action or other
proceeding is brought for the enforcement of this Warrant, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Warrant, the successful or prevailing party or parties shall be
entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled. 
 26.     Entire Agreement; Modification.   This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all
prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. 

  
 -10- 








  
 The Company has caused this
Warrant to be duly executed and delivered as of the Warrant Date specified above. 
  

			
	ACELRX PHARMACEUTICALS, INC.
		
	  
 By 
	 	/s/ Thomas A. Schreck



			
	Title 	 	CEO



			
	Address:      	 	AcelRx Pharmaceuticals, Inc.
		 	575 Chesapaeke Drive
Redwood City, CA 94063



  
 -11- 








  
 EXECUTION COPY 

EXHIBIT A 
 NOTICE OF EXERCISE

  

	To:	ACELRX PHARMACEUTICALS, INC. (the “Company”) 

 1.         The undersigned hereby: 
  

	 	 ̈	elects to purchase                  shares of [Applicable Stock] [Common Stock] of the
Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or 

  

	 	 ̈	elects to exercise its net issuance rights pursuant to Section 3(b) of the attached Warrant with respect to
                 Shares of [Applicable Stock] [Common Stock]. 

 2.         Please issue a certificate or certificates representing                 
shares in the name of the undersigned or in such other name or names as are specified below: 
  

	
	 
	(Name)
	
	 
	
	 
	(Address)


3.         The undersigned represents that the aforesaid shares are being acquired for the account of the
undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable
securities laws. 
  

	
	
	  
	(Signature)


  

			
	 	 	
	    (Date)	 	


  








  
 EXHIBIT B 

NOTICE OF EXERCISE 
  

	To:	ACELRX PHARMACEUTICALS, INC. (the “Company”) 

 1.     Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form
S      , filed                 , 200    , the undersigned hereby: 

 ̈
     elects to purchase                  shares of [Applicable Stock] [Common Stock] of the Company (or such lesser number of shares as
may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or 
  ̈     elects to exercise its net issuance rights pursuant to Section 3(b) of
the attached Warrant with respect to                  Shares of [Applicable Stock] [Common Stock]. 

2.     Please deliver to the custodian for the selling shareholders a stock certificate representing such shares. 

3.     The undersigned has instructed the custodian for the selling shareholders to deliver to the Company
$                 or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than
the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing. 
  

	
	
	  
	(Signature)


  

			
	 	 	
	        (Date)	 	


  








  
 EXHIBIT C 

CHARTER