CELATOR PHARMACEUTICALS, INC. WARRANT AGREEMENTWarrant Agreement • October 23rd, 2014 • Celator Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS WARRANT AGREEMENT (this “Warrant Agreement”) is dated October 28, 2014, between Celator Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, acting as warrant agent (the “Warrant Agent”).
ContractWarrant Agreement • October 23rd, 2014 • Celator Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS WARRANT OR SUCH SECURITIES BY ANY PERSON FOR A PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS IMMEDIATELY FOLLOWING THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING, EXCEPT IN ACCORDANCE WITH FINRA RULE 5110(G)(2).
UNDERWRITING AGREEMENTUnderwriting Agreement • October 23rd, 2014 • Celator Pharmaceuticals Inc • Pharmaceutical preparations • New York
Celator Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named on Schedule I hereto (the “Underwriters”), pursuant to the terms of this Underwriting Agreement (this “Agreement”), an aggregate of 6,611,150 shares (the “Firm Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of the Company and (ii) an aggregate of warrants (the “Firm Warrants”) to purchase 661,115 shares of Common Stock (the “Firm Warrant Shares”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to (i) an additional 991,673 shares of Common Stock (the “Additional Shares”) and (ii) warrants (the “Additional Warrants”) to purchase up to 99,167 shares of Common Stock of the Company (the “Additional Warrant Shares”). The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares”; the Firm Warrants
