PALATIN TECHNOLOGIES, INC. ● Units Each Unit Consisting of ● Share of Common Stock, ● Series A Warrant to Purchase ● of a Share of Common Stock and ●Series B Warrant to Purchase ● of a Share of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 18th, 2011 • Palatin Technologies Inc • Pharmaceutical preparations • New York
Palatin Technologies, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters listed on Schedule I hereto (the “Underwriters”), for whom Roth Capital Partners, LLC is acting as representative (the “Representative”) an aggregate of (i) ● authorized but unissued shares (the “Shares”) of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company, (ii) Series A Warrants to purchase up to ● shares of Common Stock (the “Series A Warrants”) and (iii) Series B Warrants to purchase up to ● shares of Common Stock (the “Series B Warrants”). The Shares, the Series A Warrants and the Series B Warrants shall be sold together as units (the “Units”), each Unit consisting of ● Share, ● Series A Warrant to purchase ● of one share of Common Stock and ● Series B Warrant to purchase ● of one share of Common Stock. The Units will not be issued or certificated and the Shares, the Series A Warrants and t
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • February 18th, 2011 • Palatin Technologies Inc • Pharmaceutical preparations • New York
WHEREAS, the Company has sold units (“Units”), each consisting of (i) one share of common stock, par value $0.01 per share (“Common Stock”), of the Company, (ii) ● of a Series A Warrant (collectively, the “Series A Warrants”), each whole Series A Warrant entitling the holder to purchase one share of Common Stock, and (iii) ● of a Series B Warrant (collectively, the “Series B Warrants” and, together with the Series A Warrants, the “Warrants”), each whole Series B Warrant entitling the holder to purchase one share of Common Stock, the Warrants being subject to adjustment as described herein, pursuant to that certain Underwriting Agreement (the “Underwriting Agreement”), dated as of February ●, 2011 (the “Subscription Date”), by and among the Company and Roth Capital Partners, LLC, as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”); and
