0001193125-12-157344 Sample Contracts

CONFIDENTIAL Titan Pharmaceuticals, Inc.
Placement Agent Agreement • April 10th, 2012 • Titan Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
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AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • April 10th, 2012 • Titan Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York

This AMENDMENT (this “Amendment”) to the Rights Agreement (the “Rights Agreement”), dated as of December 20, 2011 by and between Titan Pharmaceuticals, Inc., a Delaware company (the “Company”), and Continental Stock Transfer & Trust Company, a New York banking corporation (the “Rights Agent”) is made as of April 9, 2012. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Rights Agreement (as defined below).

Sample 1
SUBSCRIPTION AGREEMENT
Subscription Agreement • April 10th, 2012 • Titan Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York

The undersigned (the “Investor”) hereby confirms its agreement with Titan Pharmaceuticals, Inc., a Delaware corporation (the “Company”), as follows:

Sample 1
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