JANUX THERAPEUTICS, INC. (a Delaware corporation) 4,153,717 Shares of Common Stock and Pre-Funded Warrants to Purchase 583,483 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 18th, 2023 • Janux Therapeutics, Inc. • Pharmaceutical preparations • New York
Janux Therapeutics, Inc., a Delaware corporation (the “Company”) confirms its agreement with BofA Securities, Inc. (“BofA”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA is acting as representative (in such capacity, the “Representative”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.001 per share, of the Company (“Common Stock”) and pre-funded warrants to purchase shares of Common Stock at an exercise price equal to $0.001 per share (the “Pre-Funded Warrants”), set forth in Schedule A hereto. The 4,153,717 shares of Common Stock (the “Initial Securities”) and 583,483 Pre-Funded Warrants to be purchased by the Underwriters are herein called, collectively, the “Securities.” The shares of C
JANUX THERAPEUTICS, INC. PRE-FUNDED WARRANT TO PURCHASE COMMON STOCKPre-Funded Warrant to Purchase Common Stock • July 18th, 2023 • Janux Therapeutics, Inc. • Pharmaceutical preparations • New York
Janux Therapeutics, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [__________] or its permitted registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of [__________] shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal to $0.001 per share (as adjusted from time to time as provided in Section 9 herein, the “Exercise Price”), upon surrender of this Pre-Funded Warrant to Purchase Common Stock (including any Pre-Funded Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”) at any time and from time to time on or after the date hereof (the “Original Issue Date”), until the Warrant has been exercised in f
