PRE-FUNDED COMMON STOCK PURCHASE WARRANTTitan Pharmaceuticals Inc • September 12th, 2019 • Biological products, (no disgnostic substances) • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Titan Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Titan Pharmaceuticals, Inc. and Continental Stock Transfer & Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of _________, 2019 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • September 12th, 2019 • Titan Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
WARRANT AGENCY AGREEMENT, dated as of _________, 2019 (“Agreement”), between Titan Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
UNDERWRITING AGREEMENTUnderwriting Agreement • September 12th, 2019 • Titan Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
The undersigned, Titan Pharmaceuticals, Inc., a company incorporated under the laws of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
AMENDMENT NO. 1 TO AMENDED AND RESTATED VENTURE LOAN AND SECURITY AGREEMENT AND TO SECURED PROMISSORY NOTESVenture Loan and Security Agreement • September 12th, 2019 • Titan Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED VENTURE LOAN AND SECURITY AGREEMENT AND TO SECURED PROMISSORY NOTES (this “Amendment”), dated as of September 10, 2019, is entered into by and among TITAN PHARMACEUTICALS, INC. (“Borrower”), HORIZON CREDIT II LLC (“Horizon”), L. MOLTENI & C. DEI F.LLI ALITTI SOCIETÀ DI ESERCIZIO S.P.A. (“Molteni” and together with Horizon, each a “Lender” and collectively the “Lenders”), and Molteni as collateral agent (the “Collateral Agent”) for the Lenders.
AMENDMENT NO. 2 TO ASSET PURCHASE, SUPPLY AND SUPPORT AGREEMENTAnd Support Agreement • September 12th, 2019 • Titan Pharmaceuticals Inc • Biological products, (no disgnostic substances)
THIS AMENDMENT NO. 2 TO ASSET PURCHASE, SUPPLY AND SUPPORT AGREEMENT (this “Amendment”) is entered into as of September 10, 2019 (the “Effective Date”), by and between MOLTENI & C. DEI F.LLI ALITTI SOCIETÀ DI ESERCIZIO S.P.A., a company organized and existing under the laws of Italy having its principal office at Strada Statale 67, Frazione Granatieri, Scandicci (Florence), Italy (“Molteni”), and TITAN PHARMACEUTICALS, INC., a corporation organized and existing under the laws of the State of Delaware and having its principal office at 400 Oyster Point Blvd., Suite 505, South San Francisco, CA 94080-1921, United States (“Titan”), each a “Party” and collectively, the “Parties”. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement (as defined below).
