Kadmon Holdings, Inc. 26,666,667 Shares of Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • June 14th, 2018 • Kadmon Holdings, Inc. • Pharmaceutical preparations • New York
Kadmon Holdings, Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Jefferies LLC (“Jefferies” or the “Representative”) is acting as representative, 26,666,667 shares (the “Firm Shares”) of common stock, $0.001 par value (“Common Stock”), of the Issuer. The Issuer also proposes to grant to the Underwriters an option to purchase up to 4,000,000 additional shares of Common Stock (the “Option Shares” and together with the Firm Shares, the “Shares” or the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Underwriters shall mean either the singular or plural as the context requires.
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • June 14th, 2018 • Kadmon Holdings, Inc. • Pharmaceutical preparations • New York
No later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall direct the broker-dealer at which the account or accounts to be credited with the SHARES are maintained to set up a Deposit/Withdrawal at Custodian (“DWAC”) instructing the Transfer Agent to credit such account or accounts with the SHARES.
