Full Press Release Details
Sunshine Biopharma, Inc.
6500 Trans-Canada Highway
Pointe-Claire, Quebec, Canada H9R0A5
Ladies and Gentlemen:
Reference is hereby made to the warrants ("Warrants") to
purchase shares of common stock, dated March 14, 2022, issued by Sunshine Biopharma, Inc. (the "Company").
By signing below, the undersigned
| (i) | confirms that it is a Holder (as defined in the Warrants); | |
| (ii) | consents to the amendment of Section 3(b) of the Warrants to increase the floor price under such Section 3(b) from $2.00 to $2.09. The full text of amended Section 3(b) will read as follows: |
Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell,
enter into an agreement to sell, or grant any option to purchase, or sell, enter into an agreement to sell, or grant any right to reprice,
or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any shares of Common
Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect (such lower price, the
"Base Share Price" and such issuances collectively, a "Dilutive Issuance") (it being understood and agreed that
if the holder of the shares of Common Stock or such other securities so issued shall at any time, whether by operation of purchase price
adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per
share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share
that is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of
the Dilutive Issuance at such effective price), then simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive
Issuance the Exercise Price shall be reduced and only reduced to equal the Base Share Price provided that the Base Share Price shall not
be less than $2.00 $2.09 (subject to adjustment for reverse and forward stock splits, recapitalizations
and similar transactions following the date of the Purchase Agreement). As long as more than fifty percent (50%) of the Warrants are outstanding,
without the prior written consent of the holders of the seventy percent (70%) of the outstanding Warrants, neither the Company nor any
Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Common Stock or Common
Stock Equivalents in any Dilutive Issuance at a price lower than $2.00 $2.09 per share. Notwithstanding
the foregoing, (i) no adjustments shall be made, paid or issued under this Section 3(b) in respect of an Exempt Issuance, and (ii) an
Exempt Issuance will not be deemed a Dilutive Issuance for purposes of this Section 3(b). The Company shall notify the Holder, in writing,
no later than the Trading Day following the issuance or deemed issuance of any shares of Common Stock or Common Stock Equivalents subject
to this Section 3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and
other pricing terms (such notice, the "Dilutive Issuance Notice"). For purposes of clarification, whether or not the Company
provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled
to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share
Price in the Notice of Exercise. If the Company enters into a Variable Rate Transaction, the Company shall be deemed to have issued shares
of Common Stock or Common Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities
may be issued, converted or exercised.
[deletions marked in strikethrough; additions bolded and underlined]
| (iii) | Other than as amended hereby, the Warrants continue in full force and effect. | |
| (iv) | The Company acknowledges and agrees that the obligations of the Holder under this agreement are several and not joint with the obligations of any other holder or holders of warrants to purchase Common Stock of the Company that were issued by the Company on March 14, 2022 (each, an "Other Holder") under any other agreement related to the amendment of such warrants ("Other Warrant Amendment Agreement"), and the Holder shall not be responsible in any way for the performance of the obligations of any Other Holder or under any such Other Warrant Amendment Agreement. Nothing contained in this agreement, and no action taken by the Holder pursuant hereto, shall be deemed to constitute the Holder and the Other Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holder and the Other Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this agreement and the Company acknowledges that the Holder and the Other Holders are not acting in concert or as a group with respect to such obligations or the transactions contemplated by Agreement or any Other Warrant Amendment Agreement. The Company and the Holder confirm that the Holder has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. The Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this agreement, and it shall not be necessary for any Other Holder to be joined as an additional party in any proceeding for such purpose. | |
| (v) | The Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof until December 31, 2022, that none of the terms offered to any Other Holder with respect to any Other Warrant Amendment Agreement (or any amendment, modification or waiver thereof) relating to warrants that were sold concurrently with the Warrants, is or will be more favorable to such Other Holder than those of the Holder and this agreement unless such terms are concurrently offered to the Holder. If, and whenever on or after the date hereof until December 31, 2022, the Company enters into an Other Warrant Amendment Agreement relating to warrants that were sold concurrently with the Warrants, then (i) the Company shall provide notice thereof to the Holder promptly following the occurrence thereof and (ii) the terms and conditions of this agreement shall be, without any further action by the Holder or the Company, automatically amended and modified in an economically and legally equivalent manner such that the Holder shall receive the benefit of the more favorable terms and/or conditions (as the case may be) set forth in such Other Warrant Amendment Agreement, provided that upon written notice to the Company at any time the Holder may elect not to accept the benefit of any such amended or modified term or condition, in which event the term or condition contained in this agreement shall apply to the Holder as it was in effect immediately prior to such amendment or modification as if such amendment or modification never occurred with respect to the Holder. The provisions of this paragraph shall apply similarly and equally to each such Other Warrant Amendment Agreement. |
| Very truly yours, | |
| [Name of Holder] | |
| _______________ | |
| By: | |
| Name: | |
| Title: |
The undersigned confirms and agrees as of the date set forth above:
Sunshine Biopharma, Inc.
By: ___________________
Name: Steve N. Slilaty
Title: Chief Executive Officer