TITAN PHARMACEUTICALS, INC.Underwriting Agreement • September 30th, 2014 • Titan Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
Titan Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to you (the “Underwriter”), an aggregate of · units (the “Units”), each Unit consisting of (i) one share (collectively, the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company, and (ii) 0.75 of a Class A warrant (collectively, the “Warrants”), each to purchase one share of Common Stock (collectively, the “Warrant Shares”). The Units, the Shares, the Warrants and the Underwriter Warrants (as defined below) are collectively referred to as the “Securities”. No Units will be issued. The Shares and the Warrants will be separately issued and will be immediately separable and transferable upon issuance. The terms of the Warrants are set forth in the form of Warrant attached as Exhibit A hereto.
TITAN PHARMACEUTICALS, Inc. Class A Warrant To Purchase Common StockWarrant Agreement • September 30th, 2014 • Titan Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
Titan Pharmaceuticals, Inc., a Delaware 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 later of (i) ·, 20151 and (ii) the Capital Event Date (as defined below) (the “Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [______________ (_____________)] fully paid nonassessable shares of Common Stock (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Wa
