Trovagene, Inc. Sample Contracts

Trovagene, Inc. – Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, New York 10112-0015 212.653.8700 main 212.653.8701 fax www.sheppardmullin.com (August 30th, 2019)

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement.

Trovagene, Inc. – TROVAGENE, INC. SERIES E WARRANT TO PURCHASE COMMON STOCK (August 21st, 2019)

Trovagene, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lincoln Park Capital Fund, LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Series E Warrant to Purchase Common Stock (including any warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Series E Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), 456,058 (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Series E Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Series E Warrant shall have the meani

Trovagene, Inc. – TROVAGENE, INC. SERIES F WARRANT TO PURCHASE COMMON STOCK (August 21st, 2019)

Trovagene, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lincoln Park Capital Fund, LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Series F Warrant to Purchase Common Stock (including any Series F Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Series F Warrant”), at any time or times on or after the Initial Exercise Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), 727,802 (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Series F Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Series F Warrant sha

Trovagene, Inc. – SECURITIES PURCHASE AGREEMENT (August 21st, 2019)

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 20, 2019, is by and among Trovagene, Inc., a Delaware corporation with headquarters located at 11055 Flintkote Avenue, Suite B, San Diego, CA 92121 (the “Company”), and Lincoln Park Capital Fund, LLC, an Illinois limited liability company (the “Buyer”).

Trovagene, Inc. – You have requested our opinion with respect to certain matters in connection with the offering by Trovagene, Inc., a Delaware corporation (the “Company”), of (i) 271,744 shares (the “Shares”) of common stock of the Company (the “Common Stock”) and (ii) Series E Warrants (the “Series E Warrants”) to purchase 456,058 shares of Common Stock (the “Series E Warrant Shares”), all pursuant to a Registration Statement on Form S-3 (Registration Statement No. 333-232321) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, (August 21st, 2019)

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement.

Trovagene, Inc. – TROVAGENE, INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SENIOR DEBT SECURITIES (June 25th, 2019)

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

Trovagene, Inc. – TROVAGENE, INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIES (June 25th, 2019)

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of subordinated debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

Trovagene, Inc. – SECURITIES PURCHASE AGREEMENT (May 13th, 2019)

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 10, 2019, is by and among Trovagene, Inc., a Delaware corporation with headquarters located at 11055 Flintkote Avenue, Suite B, San Diego, CA 92121 (the “Company”), and Lincoln Park Capital Fund, LLC, an Illinois limited liability company (the “Buyer”).

Trovagene, Inc. – TROVAGENE, INC. SERIES D WARRANT TO PURCHASE COMMON STOCK (May 13th, 2019)

Trovagene, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lincoln Park Capital Fund, LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Series D Warrant to Purchase Common Stock (including any Series D Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Series D Warrant”), at any time or times on or after the Initial Exercise Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [426,743](1) (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Series D Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Series D Warran

Trovagene, Inc. – TROVAGENE, INC. SERIES C WARRANT TO PURCHASE COMMON STOCK (May 13th, 2019)

Trovagene, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lincoln Park Capital Fund, LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Series C Warrant to Purchase Common Stock (including any warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Series C Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [230,639](1) (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Series C Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Series C Warrant shall have the

Trovagene, Inc. – You have requested our opinion with respect to certain matters in connection with the offering by Trovagene, Inc., a Delaware corporation (the “Company”), of (i) 196,104 shares (the “Shares”) of common stock of the Company (the “Common Stock”) and (ii) Series C Warrants (the “Series C Warrants”) to purchase 261,911 shares of Common Stock (the “Series C Warrant Shares”), all pursuant to a Registration Statement on Form S-3 (Registration Statement No. 333-211705) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, (May 13th, 2019)

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement.

Trovagene, Inc. – SECURITIES PURCHASE AGREEMENT (April 5th, 2019)

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 4, 2019, is by and among Trovagene, Inc., a Delaware corporation with headquarters located at 11055 Flintkote Avenue, Suite B, San Diego, CA 92121 (the “Company”), and Lincoln Park Capital Fund, LLC, an Illinois limited liability company (the “Buyer”).

Trovagene, Inc. – TROVAGENE, INC. SERIES B WARRANT TO PURCHASE COMMON STOCK (April 5th, 2019)

Trovagene, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lincoln Park Capital Fund, LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Series B Warrant to Purchase Common Stock (including any Series B Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Series B Warrant”), at any time or times on or after the Initial Exercise Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [ ](1) (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Series B Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Series B Warrant shal

Trovagene, Inc. – April 5, 2019 VIA ELECTRONIC MAIL Trovagene, Inc. 11055 Flintkote Avenue San Diego, CA 92121 (April 5th, 2019)

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement.

Trovagene, Inc. – TROVAGENE, INC. SERIES A WARRANT TO PURCHASE COMMON STOCK (April 5th, 2019)

Trovagene, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lincoln Park Capital Fund, LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Series A Warrant to Purchase Common Stock (including any warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Series A Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), (1) (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Series A Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Series A Warrant shall have the meanings

Trovagene, Inc. – AMENDMENT NO. 2 TO THE CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW (March 4th, 2019)

Trovagene, Inc., a Delaware corporation (the “Corporation”), pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, does hereby certify that:

Trovagene, Inc. – CERTIFICATE OF AMENDMENT of the AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Under Section 242 of the Delaware General Corporation Law (February 20th, 2019)

Trovagene, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies as follows:

Trovagene, Inc. – AMENDMENT NO. 1 TO THE CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW (January 31st, 2019)

Trovagene, Inc., a Delaware corporation (the “Corporation”), pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, does hereby certify that:

Trovagene, Inc. – THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS SUCH SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN ACCORDANCE WITH SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. Warrant No. POC 1 (January 29th, 2019)

This Warrant certifies that POC Capital, LLC, a California limited liability company (“Purchaser”), is entitled to purchase from Trovagene, Inc., a Delaware corporation (the “Company”), 900,000 shares of Common Stock (or any portion thereof) at an exercise price of $0.627 per share of Common Stock, for a period of five (5) years from the date hereof, all on the terms and conditions herein/after provided. This Warrant is issued in connection with the transactions described in the Stock and Warrant Subscription Agreement, dated as of even date herewith, by and among the Company and the Purchaser.

Trovagene, Inc. – STOCK AND WARRANT SUBSCRIPTION AGREEMENT TROVAGENE, INC. (January 29th, 2019)

This Stock and Warrant Subscription Agreement (the “Agreement”) is entered into as of January 25, 2019 (the “Effective Date”), by and between Trovagene, Inc., a Delaware corporation (hereinafter the “Company”) and POC Capital, LLC, a California limited liability company (the “Subscriber”).

Trovagene, Inc. – CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW (January 29th, 2019)
Trovagene, Inc. – Trovagene Announces Exclusive License Agreement with MIT for Combination Therapy of Anti-Androgens and Polo-like Kinase Inhibitors in Prostate Cancer Patent agreement covers rights to develop combination therapies and identified predictive clinical biomarker across cancer types, expanding indications for Onvansertib (October 3rd, 2018)

SAN DIEGO, CA – October 3, 2018 – Trovagene, Inc. (NASDAQ: TROV), a clinical-stage oncology therapeutics company, using a precision medicine approach to develop drugs that target cell division (mitosis) for the treatment of leukemias, lymphomas and solid tumor cancers, today announced that it has entered into an exclusive patent license agreement with the Massachusetts Institute of Technology (MIT). Under the agreement, Trovagene has exclusive rights to develop combination therapies that include anti-androgen or androgen antagonist and a Polo-like Kinase (PLK) inhibitor for the treatment of cancer. The exclusive license agreement is part of the Company’s strategy to explore the efficacy of Onvansertib, its first-in-class, 3rd generation, highly-selective, oral PLK1 inhibitor, in combination with anti-androgen drugs in cancers including prostate, breast, pancreatic, lung and gastrointestinal.

Trovagene, Inc. – CONFIDENTIAL SEVERANCE AGREEMENT AND MUTUAL RELEASE (August 3rd, 2018)

This Confidential Severance Agreement and Mutual Release (“Agreement”) is made as of July 30, 2018 (the “Effective Date”) by and between William Welch (“Welch”), a resident of San Diego, CA, and Trovagene, Inc. (“Trovagene” or the “Company”), which is located at 11055 Flintkote Ave., San Diego, CA 92121 (collectively referred to as the “Parties” or individually referred to as a “Party”).

Trovagene, Inc. – COMMON STOCK PURCHASE WARRANT TROVAGENE, INC. (June 12th, 2018)

THIS 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 June 12, 2018 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Trovagene, Inc., 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).

Trovagene, Inc. – Delaware The First State (June 12th, 2018)

Trovagene, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), certifies that pursuant to the authority contained in its Certificate of Incorporation (the “Certificate of Incorporation”) and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, the board of directors of the Corporation (the “Board of Directors”) by unanimous written consent dated April 20, 2018 duly approved and adopted the following resolution which resolution remains in full force and effect on the date hereof:

Trovagene, Inc. – COMMON STOCK PURCHASE WARRANT TROVAGENE, INC. (June 4th, 2018)

THIS 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 ( ) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Trovagene, Inc., 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).

Trovagene, Inc. – UNDERWRITING AGREEMENT between TROVAGENE, INC. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters (June 4th, 2018)

The undersigned, Trovagene, Inc., a corporation formed 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 hereinafter defined) as being subsidiaries or affiliates of Trovagene, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

Trovagene, Inc. – TROVAGENE, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE (June 4th, 2018)
Trovagene, Inc. – TROVAGENE, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW (June 4th, 2018)

Trovagene, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), certifies that pursuant to the authority contained in its Certificate of Incorporation (the “Certificate of Incorporation”) and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, the board of directors of the Corporation (the “Board of Directors”) by unanimous written consent dated ________, 2018 duly approved and adopted the following resolution which resolution remains in full force and effect on the date hereof:

Trovagene, Inc. – CERTIFICATE OF AMENDMENT of the AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Under Section 242 of the Delaware General Corporation Law (June 1st, 2018)

Trovagene, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies as follows:

Trovagene, Inc. – STRICTLY CONFIDENTIAL Trovagene, Inc. 11055 Flintkote Avenue San Diego, CA 92121 Attn: William J. Welch, President and Chief Executive Officer Dear Mr. Welch: (December 12th, 2017)

This letter agreement (this “Agreement”) constitutes the agreement between Trovagene, Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), that Wainwright shall serve, except as provided herein, as the exclusive agent, advisor or underwriter in any offering (each, an “Offering”) of equity securities of the Company (the “Securities”) during the Term (as hereinafter defined) of this Agreement (and for the avoidance of doubt, excluding any strategic partnerships and/or debt financings). The terms of each Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing herein implies that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation to issue any Securities. It is understood that Wainwright’s assistance in an Offering will be subject to the satisfactory completion of such investigation and inquiry into the affairs of the Co

Trovagene, Inc. – SECURITIES PURCHASE AGREEMENT (December 12th, 2017)

This Securities Purchase Agreement (this “Agreement”) is dated as of December , 2017, between Trovagene, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Trovagene, Inc. – CLASS A COMMON STOCK PURCHASE WARRANT TROVAGENE, INC. (December 12th, 2017)

THIS CLASS A 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on 1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Trovagene, Inc., 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).

Trovagene, Inc. – CLASS B COMMON STOCK PURCHASE WARRANT TROVAGENE, INC. (December 12th, 2017)

THIS CLASS B 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Trovagene, Inc., 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).

Trovagene, Inc. – Transforming Oncology With Precision Cancer Therapeutics Company Overview november, 2017 Company Overview January 2017 Forward-Looking Statements Certain statements in this presentation are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of words such as "anticipate," "believe," "forecast," "estimated" and "intend" or other similar terms or expressions that concern Trovagene's expectations, strategy, plans or intentions. These forward-looking statements are based on Trovagene's current expectations and ac (November 28th, 2017)