● ] Shares Spring Bank Pharmaceuticals, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 9th, 2016 • Spring Bank Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Spring Bank Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom William Blair and Company, L.L.C. and Wedbush Securities Inc. are acting as representatives (the “Representatives” or “you”) an aggregate of [ ● ] shares (the “Firm Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) and, at the election of the Underwriters, subject to the terms and conditions stated herein, the Company shall issue and sell up to [ ● ] additional shares (the “Option Shares”) of Common Stock. The Firm Shares and any Option Shares purchased pursuant Section 3 hereof are herein collectively called the “Securities.”
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE LEGENDS AND THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANTCommon Stock Purchase Warrant • March 9th, 2016 • Spring Bank Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
Spring Bank Pharmaceuticals, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that BioHEP Technologies Ltd., a British Columbia corporation, or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (Boston time) on August 1, 2018, 500,000 shares of Common Stock, $0.0001 USD par value per share, of the Company (“Common Stock”), at a purchase price of $4.00 USD per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively.
