FORM OF WARRANT] MOLECULIN BIOTECH, INC. Warrant To Purchase Common StockMoleculin Biotech, Inc. • April 24th, 2019 • Pharmaceutical preparations • New York
Moleculin Biotech, Inc., a company organized under the laws of Delaware (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 the Issuance Date (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________)1 fully paid non-assessable shares of Common Stock (as defined below), 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 mean
Moleculin Biotech, Inc. 5300 Memorial Drive, Suite 950 Houston, Texas 77007 Ladies and Gentlemen:Moleculin Biotech, Inc. • April 24th, 2019 • Pharmaceutical preparations • New York
The undersigned (the “Investor”) hereby confirms its agreement with Moleculin Biotech, Inc., a Delaware corporation (the “Company”) as follows:
MOLECULIN BIOTECH, INC. 9,375,000 Units, Each Consisting of One Share of Common Stock and 0.5 of a Warrant to Purchase One Share of Common Stock PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • April 24th, 2019 • Moleculin Biotech, Inc. • Pharmaceutical preparations • New York
Subject to the terms and conditions herein (this “Agreement”) Moleculin Biotech, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of (i) 9,375,000 (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”) and (ii) warrants (the “Warrants”) to purchase up to an aggregate of 4,687,500 shares of Common Stock (the “Warrant Shares”) directly to various purchasers (each, a “Purchaser” and, collectively, the “Purchasers”) through Oppenheimer & Co. Inc., as Placement Agent (the “Placement Agent”). This Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Offering (as defined below), including, without limitation, a subscription agreement (the “Subscription Agreement”), shall be collectively referred to herein as the “Transaction Documents.” The Shares, the Warrants and the Warrant Shares are collectively referred to as the “Securities.” The Placement Agent may retain
