2,640,000 Shares of Common Stock and Warrants to Purchase 1,320,000 Shares of Common Stock CELSION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • October 31st, 2017 • Celsion CORP • Pharmaceutical preparations • New York
Celsion Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representative (the “Representative”), (i) an aggregate of 2,640,000 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”) and (ii) warrants (the “Warrants” and collectively with the Shares, the “Firm Securities”) to purchase up to an aggregate of 1,320,000 shares of Common Stock (the “Warrant Shares”). The respective amounts of the Firm Securities to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. The Firm Securities and the Warrant Shares are collectively referred to herein as the “Securities.”
REPRESENTATIVE’S COMMON STOCK PURCHASE WARRANTRepresentative’s Common Stock Agreement • October 31st, 2017 • Celsion CORP • Pharmaceutical preparations
THIS REPRESENTATIVE’S COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ], 2018 (the “Initial Exercise Date”) and on or prior to the close of business on [ ] (the “Termination Date”), provided, however, that if such date is not a Trading Day, the Termination Date shall be the immediately following Trading Day, but not thereafter, to subscribe for and purchase from Celsion Corporation, a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
