0001144204-19-047699 Sample Contracts

] SHARES of Common Stock, [ ] pre-funded warrants (exercisable for [ ] shares), [ ] class b warrants (exercisable for [ ] shares), and [ ] CLASS C Warrants (exercisable for [ ] shares) of TITAN PHARMACEUTICALS, INC.
Underwriting Agreement • October 8th, 2019 • Titan Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York

The undersigned, Titan Pharmaceuticals, Inc., a company incorporated under the laws of Delaware (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 Maxim Group LLC 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.

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Titan Pharmaceuticals, Inc. and Continental Stock Transfer & Trust Company, as Warrant Agent Class B Warrant Agency Agreement Dated as of _________, 2019 CLASS B WARRANT AGENCY AGREEMENT
Class B Warrant Agency Agreement • October 8th, 2019 • Titan Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York

CLASS B WARRANT AGENCY AGREEMENT, dated as of _________, 2019 (“Agreement”), between Titan Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

Titan Pharmaceuticals, Inc. and Continental Stock Transfer & Trust Company, as Warrant Agent Class C Warrant Agency Agreement Dated as of _________, 2019 CLASS C WARRANT AGENCY AGREEMENT
Class C Warrant Agency Agreement • October 8th, 2019 • Titan Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York

CLASS C WARRANT AGENCY AGREEMENT, dated as of _________, 2019 (“Agreement”), between Titan Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

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