EXHIBIT 99.3 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANTNovelos Therapeutics, Inc. • March 3rd, 2006 • Pharmaceutical preparations • New York
SERIES G COMMON STOCK PURCHASE WARRANT CELLECTAR BIOSCIENCES, INC.Cellectar Biosciences, Inc. • May 20th, 2019 • Pharmaceutical preparations
THIS SERIES G COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 20, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 25th, 2022 • Cellectar Biosciences, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 20, 2022, between Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
ANNEX ASecurities Purchase Agreement • June 2nd, 2005 • Common Horizons Inc • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2022 • Cellectar Biosciences, Inc. • Pharmaceutical preparations
This Agreement is made pursuant to the Purchase Agreements, dated as of the date hereof, between the Company and each Purchaser (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
UNDERWRITING AGREEMENT between CELLECTAR BIOSCIENCES, INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters CELLECTAR BIOSCIENCES, INC.Underwriting Agreement • July 7th, 2014 • Cellectar Biosciences, Inc. • Pharmaceutical preparations • New York
The undersigned, Cellectar Biosciences, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
COMMON STOCK PURCHASE WARRANTCellectar Biosciences, Inc. • October 25th, 2022 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT cellectar biosciences, inc.Cellectar Biosciences, Inc. • October 25th, 2022 • Pharmaceutical preparations • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 20th, 2012 • Novelos Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December [ ], 2012, between Novelos Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Cellectar Biosciences, Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent Warrant Agency Agreement Dated as of June 5, 2020 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • June 5th, 2020 • Cellectar Biosciences, Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of June 5, 2020 (“Agreement”), between Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).
SERIES A-2016 COMMON STOCK PURCHASE WARRANT cellectar biosciences, inc.Cellectar Biosciences, Inc. • April 14th, 2016 • Pharmaceutical preparations • New York
THIS SERIES A-2016 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 14th, 2013 • Novelos Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 12, 2013, between Novelos Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
WITNESSETHEmployment Agreement • February 6th, 2006 • Novelos Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
CLASS ___ COMMON STOCK PURCHASE WARRANTNovelos Therapeutics, Inc. • June 11th, 2012 • Pharmaceutical preparations • New York
THIS CLASS ___ COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Novelos Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the common stock, par value $0.00001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
by and amongAgreement and Plan of Merger • June 2nd, 2005 • Common Horizons Inc • Services-business services, nec • Delaware
SERIES H COMMON STOCK PURCHASE WARRANT CELLECTAR BIOSCIENCES, INC.Cellectar Biosciences, Inc. • May 20th, 2020 • Pharmaceutical preparations • New York
THIS SERIES H COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CEDE & CO. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder
EXHIBIT 3 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,...Novelos Therapeutics, Inc. • October 3rd, 2005 • Services-business services, nec • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • May 20th, 2020 • Cellectar Biosciences, Inc. • Pharmaceutical preparations • New York
The undersigned, Cellectar Biosciences, Inc., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Cellectar Biosciences, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 25th, 2022 • Cellectar Biosciences, Inc. • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANT NOVELOS THERAPEUTICS, INC.Novelos Therapeutics, Inc. • November 9th, 2011 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on _____________, 201__1 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Novelos Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the common stock, par value $0.00001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b).
Granted byNovelos Therapeutics, Inc. • November 16th, 2005 • Services-business services, nec • Delaware
CONFIDENTIALNovelos Therapeutics, Inc. • January 31st, 2013 • Pharmaceutical preparations • New York
This amended and restated letter (the ”Agreement”) constitutes the agreement between Burrill LLC (“Burrill” or the “Placement Agent”) and Novelos Therapeutics, Inc, (the “Company”), that Burrill shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities (the “Securities”) of the Company, including shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) and warrants to purchase shares of Common Stock (the “Warrants”). The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Burrill would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement, the Subscription Agreem
18,148,136 SHARES of Common StOCK CELLECTAR BIOSCIENCES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 28th, 2020 • Cellectar Biosciences, Inc. • Pharmaceutical preparations • New York
The undersigned, Cellectar Biosciences, Inc., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Cellectar Biosciences, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Oppenheimer & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
SHARES of Common StOCK _________ SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO ______ SHARES OF COMMON STOCK) and __________ SERIES C WARRANTS (EXERCISABLE FOR _______ SHARES) CELLECTAR BIOSCIENCES, INC.Underwriting Agreement • November 18th, 2016 • Cellectar Biosciences, Inc. • Pharmaceutical preparations • New York
The undersigned, CELLECTAR BIOSCIENCES, INC., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Cellectar Biosciences, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which LADENBURG THALMANN & CO. INC. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
SERIES D COMMON STOCK PURCHASE WARRANTCellectar Biosciences, Inc. • October 11th, 2017 • Pharmaceutical preparations • New York
THIS SERIES D COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October 12, 2017 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 14, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXHIBIT 1 --------- SUBSCRIPTION AGREEMENT ---------------------- THIS SUBSCRIPTION AGREEMENT (this "AGREEMENT"), dated as of September 30, 2005, by and among Novelos Therapeutics, Inc. (formerly known as Common Horizons, Inc.), a Delaware corporation...Subscription Agreement • October 3rd, 2005 • Novelos Therapeutics, Inc. • Services-business services, nec • New York
EXHIBIT 99.4 December 19, 2005 Harry S. Palmin President and CEO Novelos Therapeutics, Inc. One Gateway Center, Ste 504 Newton, MA 02458 Dear Harry: 1. This letter agreement (the "Agreement") confirms our understanding that Novelos Therapeutics, Inc....Letter Agreement • March 3rd, 2006 • Novelos Therapeutics, Inc. • Pharmaceutical preparations
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 10th, 2014 • Novelos Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 5, 2014, between Novelos Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANTNovelos Therapeutics, Inc. • January 31st, 2013 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on January __, 2018 (five (5) years from the effective date of the Company’s registration statement on Form S-1, SEC File No. 333-185053) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Novelos Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the common stock, par value $0.00001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued by the Company as of the date hereof
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • December 2nd, 2022 • Cellectar Biosciences, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of the ______ day of ___________, 20___, by and between Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), and ____________________ (“Indemnitee”).
COMMON STOCK EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 11th, 2020 • Cellectar Biosciences, Inc. • Pharmaceutical preparations • New York
Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Oppenheimer & Co. Inc., as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 22nd, 2010 • Novelos Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 21, 2010, between Novelos Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 8th, 2023 • Cellectar Biosciences, Inc. • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of September 5, 2023, by and among Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SERIES C-2016 COMMON STOCK PURCHASE WARRANT cellectar biosciences, inc.Cellectar Biosciences, Inc. • November 18th, 2016 • Pharmaceutical preparations • New York
THIS SERIES C-2016 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ___, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT C cellectar biosciences, inc.Cellectar Biosciences, Inc. • July 22nd, 2024 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City Time) on the Termination Date but not thereafter, to subscribe for and purchase from Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock; provided however, that, in lieu of Warrant Shares, such Holder may elect to receive pre-funded common stock purchase warrants in lieu of some or all Warrant Shares in the form set forth on Exhibit C hereto (the “Pre-Funded Warrants”), if at the time of exercise, the Holder or its Affiliates would beneficially own in excess of the Beneficial Ownership Limitation (as defined below), in which
