UNDERWRITING AGREEMENT between STEMLINE THERAPEUTICS, INC. and AEGIS CAPITAL CORP., as Representative of the Several UnderwritersUnderwriting Agreement • November 14th, 2012 • Stemline Therapeutics Inc • Pharmaceutical preparations • New York
The undersigned, Stemline Therapeutics, Inc., a corporation formed under the laws of the State of Delaware (collectively with its affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being affiliates of Stemline Therapeutics, Inc., 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:
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • November 14th, 2012 • Stemline Therapeutics Inc • Pharmaceutical preparations • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS ONE YEAR AFTER DATE OF EFFECTIVENESS]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE YEARS AFTER DATE OF EFFECTIVENESS].
AMENDMENT NO. 1 TO ASSIGNMENT AGREEMENTAssignment Agreement • November 14th, 2012 • Stemline Therapeutics Inc • Pharmaceutical preparations • New York
This Amendment No. 1 to Assignment Agreement (this “Amendment”) is made effective as of November 7, 2012 (the “Effective Date”) by and between Ivan Bergstein, M.D., an individual with a place of business at 750 Lexington Avenue, 6th Floor, New York, NY 10022 (“Assignor”) and Stemline Therapeutics, Inc., a Delaware corporation with a place of business at 750 Lexington Avenue, 6th Floor, New York, NY 10022 (“Assignee” and together with Assignor, the “Parties”), and hereby amends that certain Assignment Agreement, effective as of June 15, 2012, by and between Assignor and Assignee (the “Assignment Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Assignment Agreement.
