UNDERWRITING AGREEMENTUnderwriting Agreement • June 20th, 2013 • Tonix Pharmaceuticals Holding Corp. • Metal mining • New York
Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named on Schedule I hereto (the “Underwriters,” or each, an “Underwriter”) an aggregate of _________ units (the “Firm Units”), each Firm Unit consisting of (i) one share (the “Firm Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company and (ii) one Series A warrant (the “Firm Warrants”) to purchase one share of Common Stock (the “Firm Warrant Shares”). The Company has granted the Underwriters the option to purchase an aggregate of up to (a) _________ units (the “Option Units”), each Option Unit consisting of (1) one share (the “Option Shares”) of Common Stock and (2) one Series A warrant (the “Option Warrants”) to purchase one share of Common Stock (the “Option Warrant Shares” and together with the Firm Warrant Shares, the “Warrant Shares”), (b) _________ Option Shares and
FORM OF UNDERWRITER WARRANT]Tonix Pharmaceuticals Holding Corp. • June 20th, 2013 • Metal mining • New York
Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [INVESTOR NAME], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to purchase Common Stock (as defined below) (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date (the “Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [______________ (_____________)]1 fully paid nonassessable shares of Common Stock (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 1
