REPROS THERAPEUTICS, INC.Underwriting Agreement • May 22nd, 2017 • Repros Therapeutics Inc. • Biological products, (no disgnostic substances) • New York
Repros Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Laidlaw & Company (UK) Ltd. is acting as representative (the “Representative”), (i) an aggregate of 2,744,125 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company, (ii) five-year series A warrants to purchase an aggregate of 3,742,500 shares of Common Stock at an exercise price of $0.84 per share (the “Series A Warrants” and the shares of Common Stock underlying the Series A Warrants, the “Series A Warrant Shares”) (iii) two-year series B warrants to purchase up to an aggregate of 2,495,000 shares of Common Stock at an exercise price of $0.92 per share (the “Series B Warrants” and collectively with the Series A Warrants, the “Accompanying Warrants”) and the shares of Common Stock underlying
REPROS THERAPEUTICS, INC. SERIES B WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • May 22nd, 2017 • Repros Therapeutics Inc. • Biological products, (no disgnostic substances) • New York
Repros Therapeutics, Inc., a Delaware corporation (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], 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, at any time or times on or after May __, 2017 (the "Initial 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, subject to adjustment as provided herein (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this "Warrant"), shall have the meanings set forth in Section 18. This Warrant is on
REPROS THERAPEUTICS, INC. PRE-FUNDED WARRANT TO PURCHASE COMMON STOCKPre-Funded Warrant to Purchase Common Stock • May 22nd, 2017 • Repros Therapeutics Inc. • Biological products, (no disgnostic substances) • New York
Repros Therapeutics, Inc., a Delaware corporation (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], 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, at any time or times on or after May __, 2017 (the "Initial 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, subject to adjustment as provided herein (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this "Warrant"), shall have the meanings set forth in Section 18. This Warrant is on
