2,781,100 Shares Warrants to Purchase 1,390,550 Shares SCOLR PHARMA, INC. Common Stock PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 30th, 2007 • SCOLR Pharma, Inc. • In vitro & in vivo diagnostic substances • New York
SCOLR Pharma, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to certain investors (each, an “Investor” and, collectively, the “Investors”), (i) up to an aggregate of 2,781,100 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and (ii) warrants to purchase up to 1,390,550 shares of Common Stock (the “Warrants” and, together with the Shares, the “Securities”). The shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to as the “Warrant Shares.” The Company desires to engage ThinkEquity Partners LLC (the “Placement Agent”) as its exclusive placement agent in connection with such issuance and sale of the Securities.
Taglich Brothers, Inc. Member: NASD, SIPCFinancial Advisory Agreement • November 30th, 2007 • SCOLR Pharma, Inc. • In vitro & in vivo diagnostic substances • New York
This is to confirm the agreement (this “Agreement”) between Taglich Brothers, Inc. (“Taglich Brothers”) and SCOLR Pharma, Inc. (the “Company”) as follows:
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • November 30th, 2007 • SCOLR Pharma, Inc. • In vitro & in vivo diagnostic substances • New York
This subscription (this “Subscription Agreement”) is dated November 29, 2007, by and between the investor identified on the signature page hereto (the “Investor”) and SCOLR Pharma, Inc., a Delaware corporation (the “Company”), whereby the parties agree as follows:
