29,090,910 UNITS, EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK, OF MAST THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 11th, 2016 • Mast Therapeutics, Inc. • Pharmaceutical preparations • New York
The undersigned, Mast Therapeutics, Inc., a company incorporated under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Mast Therapeutics, Inc. (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 Roth Capital Partners, 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.
FORM OF WARRANT AGREEMENT] WARRANT AGREEMENTWarrant Agreement • February 11th, 2016 • Mast Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AGREEMENT (this “Agreement”) is dated February , 2016, between Mast Therapeutics, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, acting as warrant agent (the “Warrant Agent”).
