Terns Pharmaceuticals, Inc. 12,250,000 Shares of Common Stock, Par Value $0.0001 and Pre-Funded Warrants to Purchase 14,630,000 Shares of Common Stock Underwriting AgreementLetter Agreement • August 16th, 2022 • Terns Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Terns Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 12,250,000 shares of common stock, par value $0.0001 per share, of the Company (the “Shares”) and pre-funded warrants to purchase an aggregate of 14,630,000 shares of common stock of the Company, at an exercise price equal to $0.0001 per share, in the form attached hereto as Exhibit B (the “Warrants”). The Shares and Warrants are herein referred to as the “Securities.” The shares of common stock of the Company issuable upon exercise of the Warrants are herein referred to as the “Warrant Shares.” The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares and the exercise of the Warrants are referred to herein as the “Stock”.
