Kadmon Holdings, Inc. 18,500,000 Shares of Common Stock ($0.001 par value) 18,500,000 Warrants to Purchase 7,400,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • September 28th, 2017 • Kadmon Holdings, Inc. • Pharmaceutical preparations • New York
Kadmon Holdings, Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Piper Jaffray & Co. (“Piper”) and Jefferies LLC (“Jefferies”, and together with Piper, the “Representatives”) are acting as representatives, (i) 18,500,000 shares (the “Firm Shares”) of common stock, $0.001 par value (“Common Stock”), of the Issuer and (ii) 18,500,000 warrants to purchase an aggregate of 7,400,000 shares of Common Stock (the “Firm Warrants”) of the Issuer. The Issuer also proposes to grant to the Underwriters an option to purchase up to (i) 2,775,000 additional shares of Common Stock (the “Option Shares” and together with the Firm Shares, the “Shares”) and/or (ii) 2,775,000 additional warrants to purchase up to an additional 1,110,000 shares of Common Stock (the “Option Warrants” and together with the Firm Warrants, the “Warrants”). Each Share is being sold together with a Warrant to purchase 0.4
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • September 28th, 2017 • Kadmon Holdings, Inc. • Pharmaceutical preparations • New York
and address as set forth below, and released by American Stock Transfer & Trust Company, LLC, the Company’s transfer agent (the “Transfer Agent”), to the Investor at Closing (as defined in Section 3.1 of Annex I hereto).
FORM OF WARRANT AGREEMENT]Warrant Agreement • September 28th, 2017 • Kadmon Holdings, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AGREEMENT (this “Agreement”) is dated September 28, 2017, between Kadmon Holdings, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, acting as warrant agent (the “Warrant Agent”).
