Cellectar Biosciences, Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent Warrant Agency Agreement Dated as of November __, 2016 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • November 18th, 2016 • Cellectar Biosciences, Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of November __, 2016 (“Agreement”), between Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).
SHARES of Common StOCK _________ SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO ______ SHARES OF COMMON STOCK) and __________ SERIES C WARRANTS (EXERCISABLE FOR _______ SHARES) CELLECTAR BIOSCIENCES, INC.Underwriting Agreement • November 18th, 2016 • Cellectar Biosciences, Inc. • Pharmaceutical preparations • New York
The undersigned, CELLECTAR BIOSCIENCES, INC., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Cellectar Biosciences, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which LADENBURG THALMANN & CO. INC. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
SERIES C-2016 COMMON STOCK PURCHASE WARRANT cellectar biosciences, inc.Cellectar Biosciences, Inc. • November 18th, 2016 • Pharmaceutical preparations • New York
THIS SERIES C-2016 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 ___, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cellectar Biosciences, 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).
