0001615774-16-007760 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • October 26th, 2016 • Tonix Pharmaceuticals Holding Corp. • Pharmaceutical preparations • New York

The undersigned, Tonix Pharmaceuticals Holding Corp. (the “Company”), hereby confirms its agreement (this “Agreement”) with Dawson James Securities, Inc. (the “Representative”) and with the other underwriters, if any, named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters, if any, being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • October 26th, 2016 • Tonix Pharmaceuticals Holding Corp. • Pharmaceutical preparations • New York

WARRANT AGENCY AGREEMENT, dated as of October 26, 2016 (“Agreement”), between Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).

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