NEUROBIOLOGICAL TECHNOLOGIES, INC. 21,818,181 Shares of Common Stock (Par Value $0.001 Per Share) UNDERWRITING AGREEMENT San Francisco, California October 29, 2007Underwriting Agreement • October 31st, 2007 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • New York
Neurobiological Technologies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), pursuant to this underwriting agreement (the “Agreement”), an aggregate of 21,818,181 shares of common stock of the Company, par value $0.001 per share (the “Common Stock”). In addition, the Company has granted to the Underwriters the option referred to in Section 2(d) hereof to purchase an aggregate of not more than an additional 3,272,727 shares of Common Stock, if requested by the Underwriters in accordance with Section 2(d) hereof. It is understood that the Underwriters propose to offer the “Shares” (as hereinafter defined) to be purchased hereunder to the public upon the terms and conditions set forth in the “Registration Statement” (as defined below) after the “Effective Date” (as defined below) of the Registration Statement. As used in this Agreement, (a) the term “Firm Shares” shall mean the Common St
