Threshold Pharmaceuticals, Inc. [ ] Shares Common Stock UNDERWRITING AGREEMENT dated [ ], 2004 Banc of America Securities LLC CIBC World Markets Corp. Lazard Freres & Co. LLC William Blair & Company L.L.C.Underwriting Agreement • January 11th, 2005 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • New York
If (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the 180-day restricted period, or (ii) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the lock-up period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided however, that this sentence shall not apply if any research published or distributed by any Underwriter on the Company would be compliant under Rule 139 of the Securities Act and the Company’s securities are actively traded as defined in Rule 101(c)(1) of Regulation M of the Exchange Act.
