Exhibit 4.8


 


[FORM
OF UNDERWRITER WARRANT]


 


PURSUANT
TO THE TERMS OF SECTION 1 OF THIS WARRANT, ALL OR A PORTION OF THIS WARRANT MAY HAVE BEEN EXERCISED, AND THEREFORE THE ACTUAL NUMBER
OF WARRANT SHARES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE AMOUNT SET FORTH ON THE FACE HEREOF.


 


TITAN
PHARMACEUTICALS, INC.


 


Warrant
To Purchase Common Stock


 


Warrant No.:                 


Number of Shares of Common Stock: _____________


Date of Issuance: ●, 2014 (“Issuance
Date”)


 


Titan Pharmaceuticals,
Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, [INVESTOR NAME], 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 surrender of this Warrant to purchase Common Stock (as defined below) (including
any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Underwriter Warrant”),
at any time or times on or after the later of (i) ●, 20151 and (ii) the Capital Event Date (as defined below)
(the “Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below),
[______________ (_____________)]2 fully paid nonassessable shares of Common Stock (the “Warrant Shares”).
Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16. This
Warrant is one of the Underwriter Warrants to purchase Common Stock (this “Warrant”) issued pursuant to (i)
Section 4(d) of the Underwriting Agreement, dated as of ●, 2014, between the Company and Roth Capital Partners, LLC (the
“Underwriting Agreement”) and (ii) the Company’s Registration Statement on Form S-1 (File No.: 333-198476).
This Warrant is one of a series of warrants containing substantially identical terms and conditions issued pursuant to Section
4(c) of the Underwriting Agreement (collectively, the “Underwriter Warrants”).


 





 






1 One year and one day after the Issuance Date.


 


2 3% of units
sold.


 




    	 



    	 



    

 


 


1.    EXERCISE
OF WARRANT.


 


(a)    Mechanics
of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder on any day on or after
the Exercisability Date, in whole or in part (but not as to fractional shares), by (i) delivery of a written notice, in the form
attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this
Warrant and (ii) if the Holder is not electing a Cashless Exercise (as defined below) pursuant to Section 1(d) of this Warrant,
payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which
this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or wire transfer of immediately available
funds (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”).
The Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder; provided, however, that in
the event that this Warrant is exercised in full or for the remaining unexercised portion hereof, the Holder shall deliver this
Warrant to the Company for cancellation within a reasonable time after such exercise. On or before the first Trading Day following
the date on which the Company has received the Exercise Delivery Documents (the date upon which the Company has received all of
the Exercise Delivery Documents, the “Exercise Date”), the Company shall transmit by facsimile or e-mail transmission
an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and the Company’s transfer
agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery
Documents on or before the second Trading Day following the date on which the Company has received all of the Exercise Delivery
Documents. On or before the second Trading Day following the date on which the Company has received all of the Exercise Delivery
Documents (the “Share Delivery Date”), the Company shall, (X) provided that the Transfer Agent is participating
in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (the “FAST Program”)
and so long as the certificates therefor are not required to bear a legend regarding restriction on transferability, upon the request
of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise
to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system,
or (Y), if the Transfer Agent is not participating in the FAST Program or if the certificates are required to bear a legend regarding
restriction on transferability, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate,
registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common
Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Delivery Documents, the Holder shall
be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant
has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of
delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with
any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise
is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and
in no event later than three Trading Days after any such submission and at its own expense, issue a new Warrant (in accordance
with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise
under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. The Company
shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that may be payable with respect
to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company
shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates
for Warrant Shares or Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible
for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon
exercise hereof.


 




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(b)    Exercise
Price. For purposes of this Warrant, “Exercise Price” means $[●], subject to adjustment as provided
herein.


 


(c)    Company’s
Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason to issue to the Holder within
five (5) Business Days of the Exercise Date a certificate for the number of shares of Common Stock to which the Holder is entitled
and register such shares of Common Stock on the Company’s share register or to credit the Holder’s balance account
with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise of this Warrant,
and if on or after such Trading Day the Holder purchases, or another Person purchasers on the Holder’s behalf or for the
Holder’s account (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale
by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a “Buy-In”),
then the Company shall, within three (3) Business Days after the Holder’s written request and in the Holder’s discretion,
either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions,
if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s
obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation
to deliver to the Holder a certificate or certificates representing such Warrant Shares and pay cash to the Holder in an amount
equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the
VWAP (as reported by Bloomberg) on the date of the event giving rise to the Company’s obligation to deliver such certificate.


 


(d)    Cashless
Exercise. The Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash
payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead
to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following
formula (a “Cashless Exercise”):


 


	Net Number  =	(A - B) (X)
	 	(A)


 


For purposes of the foregoing formula:


 


A= the
VWAP for the five (5) consecutive Trading Days ending on the date immediately preceding the date of the Exercise Notice.


 


B= the
Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 


X= the
total number of shares with respect to which this Warrant is then being exercised.


 




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(e)    Rule
144. For purposes of Rule 144(d) promulgated under the Securities Act of 1933, as amended, as in effect on the date hereof,
assuming the Holder is not an affiliate of the Company, it is intended that the Warrant Shares issued in a Cashless Exercise shall
be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced,
on the Issuance Date.


 


(f)    Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the
Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed.


 


(g)    Beneficial
Ownership. The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this
Warrant, to the extent that after giving effect to such exercise, such Person (together with such Person’s affiliates) would
beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately
after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially
owned by such Person and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant
with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be
issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its affiliates
and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned
by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants)
subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding
sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Warrant, in determining the number
of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in
the most recent of (1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing
with the Securities and Exchange Commission (the “Commission”), as the case may be, (2) a more recent public
announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of
Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within
two (2) Business Days confirm to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including
this Warrant, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was
reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any
other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until
the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only
to the Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity
with the terms of this Section 1(g) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with
the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly
give effect to such limitation.


 




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2.    ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from
time to time as follows:


 


(a)    Voluntary
Adjustment By Company. The Company may at any time during the term of this Warrant reduce the then current Exercise Price to
any amount and for any period of time deemed appropriate by the Board of Directors of the Company.


 


(b)    Adjustment
upon Subdivision or Combination of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by any
stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) one or more classes of its outstanding
shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will
be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or
after the Issuance Date combines (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or
otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in
effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately
decreased. Any adjustment under this Section 2(b) shall become effective at the close of business on the date the subdivision or
combination becomes effective.


 


(c)     Other
Events. If any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided for by
such provisions (including, without limitation, by means of the granting of stock appreciation rights or phantom stock rights),
then the Company’s Board of Directors will make an appropriate adjustment in the Exercise Price and the number of Warrant
Shares so as to protect the rights of the Holder; provided that no such adjustment pursuant to this Section 2(c) will increase
the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 2.


 


3.    RIGHTS
UPON DISTRIBUTION OF ASSETS.


 


(a)    If
the Company, at any time while this Warrant is outstanding, shall distribute to all holders of Common Stock (and not to the Holders)
evidences of its indebtedness or assets (including cash and cash dividends) (a “Distribution”), then, in each
such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated
therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without
regard to any limitations on exercise hereof, including without limitation, the Maximum Percentage) immediately before the date
on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares
of Common Stock are to be determined for the participation in such Distribution.


 




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4.    PURCHASE
RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a)    Purchase
Rights.    In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants,
issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata
to the record holders of any class of Common Stock (the “Purchase Rights”), then in each such case, the Company
shall reserve Options, Convertible Securities or Purchase Rights for distribution to the Holder upon exercise of this Warrant
so that, in addition to the shares of the Common Stock to which such Holder is entitled, such Holder will receive upon such exercise
the amount and kind of such Options, Convertible Securities or Purchase Rights which such Holder would have received if the Holder
had, immediately prior to the record date for the distribution of the Options, Convertible Securities or Purchase Rights, exercised
this Warrant.


 


(b)    Fundamental
Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes
in writing (unless the Company is the Successor Entity) all of the obligations of the Company under this Warrant in accordance
with the provisions of this Section (4)(b) pursuant to written agreements in form and substance reasonably satisfactory to the
Required Holders and approved by the Required Holders prior to such Fundamental Transaction, including agreements to deliver to
each holder of the Underwriter Warrants in exchange for such Underwriter Warrants a security of the Successor Entity evidenced
by a written instrument substantially similar in form and substance to this Warrant, including, without limitation, an adjusted
exercise price equal to the value for the shares of Common Stock reflected by the terms of such Fundamental Transaction, and exercisable
for a corresponding number of shares of capital stock equivalent to the shares of Common Stock acquirable and receivable upon exercise
of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and
reasonably satisfactory to the Required Holders. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall
succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant
referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of
the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor
Entity had been named as the Company herein. Upon consummation of the Fundamental Transaction, the Successor Entity shall deliver
to the Holder confirmation that there shall be issued upon exercise of this Warrant at any time after the consummation of the Fundamental
Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property) issuable upon the exercise
of the Warrant prior to such Fundamental Transaction, such shares of the publicly traded common stock or common shares (or its
equivalent) of the Successor Entity (including its Parent Entity) which the Holder would have been entitled to receive upon the
happening of such Fundamental Transaction had this Warrant been converted immediately prior to such Fundamental Transaction, as
adjusted in accordance with the provisions of this Warrant. In addition to and not in substitution for any other rights hereunder,
prior to the consummation of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive
securities or other assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”),
the Company shall make appropriate provision to insure that the Holder will thereafter have the right to receive upon an exercise
of this Warrant at any time after the consummation of the Corporate Event but prior to the Expiration Date, in lieu of shares of
Common Stock (or other securities, cash, assets or other property) purchasable upon the exercise of this Warrant prior to such
Corporate Event, such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase
or subscription rights) which the Holder would have been entitled to receive upon the happening of such Corporate Event had this
Warrant been exercised immediately prior to such Corporate Event. Provision made pursuant to the preceding sentence shall be in
a form and substance reasonably satisfactory to the Required Holders. The provisions of this Section 4(b) shall apply similarly
and equally to successive Fundamental Transactions and Corporate Events and shall be applied without regard to any limitations
on the exercise of this Warrant.


 




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(c)    Applicability
to Successive Transactions. The provisions of this Section shall apply similarly and equally to successive Fundamental Transactions
and Corporate Events and shall be applied without regard to any limitations on the exercise of this Warrant.


 


5.    NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, Bylaws or
through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities,
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will
at all times in good faith comply with all the provisions of this Warrant and take all actions consistent with effectuating the
purposes of this Warrant. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value
of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall
take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as this Warrant is outstanding,
take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the
purpose of effecting the exercise of this Warrant, 100% of the number of shares of Common Stock issuable upon exercise of this
Warrant then outstanding (without regard to any limitations on exercise).


 


6.    WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s
capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital
of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in
such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote,
give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to
the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant.
In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities
(upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company.


 


7.    REISSUANCE
OF WARRANTS.


 


(a)    Transfer
of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company and deliver the completed
and executed Assignment Form, in the form attached hereto as Exhibit B, whereupon the Company will forthwith issue and deliver
upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may request, representing
the right to purchase the number of Warrant Shares being transferred by the Holder and, if less then the total number of Warrant
Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing
the right to purchase the number of Warrant Shares not being transferred.


  




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(b)    Lost,
Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking by
the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the
Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to purchase
the Warrant Shares then underlying this Warrant.


 


(c)    Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the
Company, for a new Underwriter Warrant or Underwriter Warrants (in accordance with Section 7(d)) representing in the aggregate
the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right
to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however,
that no Underwriter Warrants for fractional shares of Common Stock shall be given.


 


(d)    Issuance
of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant
(i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to
purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a)
or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying
the other new Underwriter Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying
this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance
Date, and (iv) shall have the same rights and conditions as this Warrant.


  




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8.    CAPITAL
EVENT.


 


(a)    Stockholders
Meeting. Promptly following the Issuance Date, the Company shall take all corporate action necessary to call a meeting of its
stockholders (which may be its annual meeting) (the “Stockholders Meeting”), which shall occur not later than
March 31, 2015, for the purpose of seeking approval of the Company’s stockholders to either (i) increase the number of shares
of Common Stock the Company is authorized to issue or (ii) effect a reverse split of the Common Stock, in either event sufficient
to permit the exercise in full of the Warrants (as defined in the Underwriting Agreement) and the Underwriter Warrants in accordance
with their terms (a “Capital Event”). In connection therewith, the Company will as soon as reasonably practicable
after the Issuance Date file with the Commission proxy materials (including a proxy statement and form of proxy) for use at the
Stockholders Meeting and, after receiving and promptly responding to any comments of the Commission thereon, shall as soon as reasonably
practicable mail such proxy materials to the stockholders of the Company. The Company will comply with Section 14(a) of the Exchange
Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”)
and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy
Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders
or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to
correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which
has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating
to the Company or any of its affiliates, officers or directors that is required to be set forth in a supplement or amendment to
the Proxy Statement, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform Roth
Capital Partners, LLC (the “Underwriter”) thereof. The Company’s Board of Directors shall recommend to
the Company’s stockholders that the stockholders vote in favor of the Capital Event at the Stockholders Meeting and take
all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized
standing) to solicit the approval of the stockholders for the Capital Event. No later than two (2) business days following stockholder
approval of the Capital Event, the Company shall file with the Secretary of State of Delaware a certificate of amendment to the
Company’s Certificate of Incorporation to effect the Capital Event, which certificate of amendment shall provide that it
shall become immediately effective upon filing. The Company shall issue a press release announcing the effectiveness of the Capital
Event no later than one (1) business day after such filing. The date on which the Capital Event becomes effective is referred to
herein as the “Capital Event Date.”



 


The provisions of this
Section 8(a) may not be modified, amended or deleted without the Underwriter’s prior written consent.


 


(b)    Additional
Registration Statement. No later than five (5) business days after the Capital Event Date, the Company shall file with the
Commission a registration statement (which shall be on Form S-3 unless the Company is not then eligible to use Form S-3 to register
the Warrant Shares) for the registration under the Securities Act of the Warrant Shares (the “Additional Registration
Statement”), and it shall take such reasonable action as is necessary to qualify for sale, in those states in which the
Warrant was initially offered by the Company, the Warrant Shares, provided, however, that no such qualification shall be required
in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a
foreign corporation doing business in such jurisdiction. The Company shall use its commercially reasonable efforts to cause the
Additional Registration Statement to become effective as promptly as practicable and in no event later than the time that the Warrant
first becomes exercisable in accordance with its terms and shall use its commercially reasonable efforts to maintain the effectiveness
and availability of such registration statement until the earlier of (i) the expiration of the Warrant in accordance with its terms
or (ii) the time the Warrant is no longer outstanding. The Company shall take all commercially reasonable action to include the
Warrant Shares for listing on an Eligible Market (as defined in Section 16(e) below) on or prior to the date that the Warrant first
becomes exercisable in accordance with its terms.



 






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Notwithstanding the
provisions of this Section 8(b), the Company shall not be required to file or maintain the effectiveness of an Additional Registration
Statement in the event that the Company delivers to the Underwriter and the Escrow Agent an opinion (in form and substance reasonably
satisfactory to the Underwriter) of outside counsel to the Company reasonably satisfactory to the Underwriter to the effect that
the issuance of the Warrant Shares to the Holder is exempt from the registration requirements of the Securities Act and may be
freely resold by the Holder if it is not an affiliate at the time of exercise without further registration under the Securities
Act either pursuant to either (i) a cashless exercise or (ii) an exemption from registration under the Securities Act (the “Opinion
of Counsel”). In the event that the Company determines that it does not wish to file and maintain the effectiveness of
an Additional Registration Statement in compliance with the terms of this paragraph and delivers the Opinion of Counsel, no later
than two (2) business days after the delivery of such Opinion of Counsel, the Company shall issue a press release announcing that
it has determined not to file and maintain the effectiveness of an Additional Registration Statement, and explaining in reasonable
detail the basis on which the Warrant Shares may be issued to and freely resold by the Holder upon the exercise of the Warrant.
Any exercise of this Warrant after the issuance of such press release shall only be effected by cashless exercise as provided in
Section 1(d) above.


 


The provisions of this
Section 8(b) may not be modified, amended or deleted without the Underwriter’s prior written consent.


 


9.    NOTICES.
The Company shall provide Holder with prompt written notice of all actions taken pursuant to this Warrant. Whenever notice is required
to be given under this Warrant, unless otherwise provided herein, such notice shall be given in writing, will be mailed (a) if
within the domestic United States by first-class registered or certified airmail, or nationally recognized overnight express courier,
postage prepaid, or by facsimile or (b) if delivered from outside the United States, by International Federal Express or facsimile,
and (c) will be deemed given (i) if delivered by first-class registered or certified mail domestic, three business days after so
mailed, (ii) if delivered by nationally recognized overnight carrier, one business day after so mailed, (iii) if delivered by International
Federal Express, two business days after so mailed and (iv) if delivered by facsimile, upon electronic confirmation of receipt,
and will be delivered and addressed as follows:


 




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(i)          if
to the Company, to:


 


Titan Pharmaceuticals, Inc.


400 Oyster Point Boulevard


South San Francisco, CA 94080


Attn: Sunil Bhonsle, President


Facsimile: (___) ___-____


 


with a copy
to (which shall not constitute notice):


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


Attn:Fran Stoller, Esq.


Facsimile: (212) 214-0706


 


(ii) if to
the Holder, at the address of the Holder appearing on the books of the Company.


 


10.    AMENDMENT
AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any
action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the
written consent of the Required Holders. Any such amendment shall apply to all Underwriter Warrants and be binding upon all registered
holders of such Underwriter Warrants.


 


11.    GOVERNING
LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. This Warrant shall be governed by, and construed in accordance with, the
internal laws of the State of New York, without reference to the choice of law provisions thereof. The Company and, by accepting
this Warrant, the Holder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located
in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action,
proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process
in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods
as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Holder, each irrevocably
consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court.
The Company and, by accepting this Warrant, the Holder, each irrevocably waives any objection to the laying of venue of any such
suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought
in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE HOLDER HEREBY
WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN
CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 




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12.    CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against
any person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or
affect the interpretation of, this Warrant.


 


13.    DISPUTE
RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant
Shares, the Company shall submit the disputed determinations or arithmetic calculations via facsimile within two (2) Business Days
of receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company
are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within three Business Days
of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within two (2)
Business Days submit via facsimile (a) the disputed determination of the Exercise Price to an independent, reputable investment
bank selected by the Company and approved by the Holder, which approval shall not be unreasonably withheld, or (b) the disputed
arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant. The Company shall cause the
investment bank or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and
the Holder of the results no later than ten Business Days from the time it receives the disputed determinations or calculations.
The prevailing party (which, for purposes of this Warrant, is the party whose determinations or calculations is closest to those
of the investment bank or the accountant, as the case may be) in any dispute resolved pursuant to this Section 13 shall be entitled
to the full amount of all reasonable expenses, including all costs and fees paid or incurred in good faith, in relation to the
resolution of such dispute. Such investment bank’s or accountant’s determination or calculation, as the case may be,
shall be binding upon all parties absent demonstrable error.


 


14.    REMEDIES,
OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition
to all other remedies available under this Warrant, at law or in equity (including a decree of specific performance and/or other
injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company
to comply with the terms of this Warrant.


 




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15.    TRANSFER.
Subject to applicable laws and the restrictions set forth in this paragraph, this Warrant may be offered for sale, sold, transferred
or assigned without the consent of the Company. The Holder agrees that, pursuant to the Lock-Up Period (as defined below) contained
in Rule 5110(g)(1) of the Financial Industry Regulatory Authority, Inc. (“FINRA”), it will not (a) sell, transfer,
assign, pledge, hypothecate or otherwise transfer this Warrant (including any Warrant Shares issued or issuable hereunder) other
than to a bona fide officer or partner of the Holder or any selected dealer in connection with the offering contemplated by the
Underwriting Agreement, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this Warrant or any Warrant
Shares issued or issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would
result in the effective economic disposition of this Warrant or any Warrant Shares issued or issuable hereunder, except as provided
for in FINRA Rule 5110(g)(2). As used herein, the term “Lock-Up Period” means the period beginning on the date
that the registration statement registering this Warrant is declared effective by the Securities and Exchange Commission (the “Effective
Date”) and ending on the one hundred eighty day anniversary of the Effective Date. In addition, notwithstanding the other
terms of this Warrant or any agreement between the Company and the Holder, the Holder agrees that, as required by FINRA Rule 5110(f)(2)(H):
(i) this Warrant may not be exercised more than five years from the Effective Date; (ii) the Holder shall not have more than one
demand registration right at the Company’s expense; (iii) the Holder shall not have the right to demand registration of this
Warrant or the Warrant Shares more than five years from the earlier of the Effective Date or the commencement of sales of the public
offering contemplated by the Underwriting Agreement; (iv) the Holder shall not have the right to piggyback registration with respect
to this Warrant or the Warrant Shares more than seven years from the earlier of the Effective Date or the commencement of sales
of the public offering contemplated by the Underwriting Agreement; (v) this Warrant may not have anti-dilution terms that allow
the Holder and related persons to receive more shares or to exercise at a lower price than originally agreed upon at the time of
the public offering, when the public shareholders have not been proportionally affected by a stock split, stock dividend, or other
similar event; and (vi) this Warrant may not have anti-dilution terms that allow the Holder and related persons to receive or accrue
cash dividends prior to the exercise or conversion of the security.


 


16.    CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)    “Bloomberg”
means Bloomberg Financial Markets.


 


(b)    “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed.


 


(c)    “Common
Stock” means (i) the Company’s shares of Common Stock, par value $0.001 per share, and (ii) any share
capital into which such Common Stock shall have been changed or any share capital resulting from a reclassification of such Common
Stock.


 


(d)    
“Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible
into or exercisable or exchangeable for shares of Common Stock.


 


(e)    “Eligible
Market” means the Principal Market, The New York Stock Exchange, Inc., The NYSE MKT, The NASDAQ Capital Market, The NASDAQ
Global Market or The NASDAQ Global Select Market.


 


(f)    “Expiration
Date” means the [*] anniversary of the Issuance Date or, if such date falls on a day other than a Trading Day or on which
trading does not take place on the Principal Market, or, if the Principal Market is not the principal trading market for the Common
Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded (a “Holiday”),
the next date that is not a Holiday.


 




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(g)    “Fundamental Transaction” means that the Company shall, directly or indirectly, in one or more related transactions,
(i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person (but excluding a
migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company), or (ii) sell, assign,
transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person,
or (iii) allow another Person to make a purchase, tender or exchange offer that is accepted by the holders of more than the 50%
of the outstanding shares of Common Stock (not including any shares of Common Stock held by the Person or Persons making or party
to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (iv) consummate
a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off
or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common
Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or
affiliated with the other Persons making or party to, such stock purchase agreement or other business combination), (v) reorganize,
recapitalize or reclassify its Common Stock, or (vi) any “person” or “group” (as these terms are used for
purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner” (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued
and outstanding Common Stock.


 


(h)    “Options”
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.


 


(i)    “Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock
or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity,
the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.


 


(j)    “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and a government or any department or agency thereof.


 


(k)    “Principal
Market” means the Over-The-Counter Bulletin Board.


 


(l)    “Required
Holders” means, as of any date, the holders of at least a majority of the Underwriter Warrants outstanding as of such
date.


 


(m)    “Successor
Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving
any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction
shall have been entered into.


 


(n)    “Trading
Day” means any day on which the Common Stock are traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common
Stock are then traded; provided that “Trading Day” shall not include any day on which the Common Stock are scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock are suspended from trading during
the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time
of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).


 




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(o)    “Weighted
Average Price” means, for any security as of any date, the dollar volume-weighted average price for such security on
the Principal Market during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market publicly
announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market
publicly announces is the official close of trading), as reported by Bloomberg through its “Volume at Price” function
or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on
the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time (or such other time
as the Principal Market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such
other time as the Principal Market publicly announces is the official close of trading), as reported by Bloomberg, or, if no dollar
volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid
price and the lowest closing ask price of any of the market makers for such security as reported in the “pink sheets”
by OTC Markets LLC. If the Weighted Average Price cannot be calculated for a security on a particular date on any of the foregoing
bases, the Weighted Average Price of such security on such date shall be the fair market value as mutually determined by the Company
and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute
shall be resolved pursuant to Section 13 with the term “Weighted Average Price” being substituted for the term “Exercise
Price.” All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or
other similar transaction during the applicable calculation period.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF,
the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.


 


			



	 	TITAN PHARMACEUTICALS, INC.
	 	 
	 	By: 	 
	 	Name:	 
	 	Title: 	 


 




    	 



    	 



    

 


EXHIBIT A


 


EXERCISE NOTICE


 


TO BE EXECUTED BY THE REGISTERED HOLDER
TO EXERCISE THIS


WARRANT TO PURCHASE COMMON STOCK


 


TITAN PHARMACEUTICALS, INC.


 


The undersigned holder
hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of
Titan Pharmaceuticals Inc., a Delaware corporation (the “Company”), evidenced by the attached Warrant to Purchase
Common Stock (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective
meanings set forth in the Warrant.


 


1. Form of Exercise
Price. The Holder intends that payment of the Exercise Price shall be made as:


 


____________      a
“Cash Exercise” with respect to _________________ Warrant Shares; and/or


 


____________      a
“Cashless Exercise” with respect to _______________ Warrant Shares.


 


2. Payment of Exercise
Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued
pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance
with the terms of the Warrant.


 


3. Delivery of Warrant
Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant and,
after delivery of such Warrant Shares, _____________ Warrant Shares remain subject to the Warrant.


 


Date: _______________ __, ______


 


	 	 
	Name of Registered Holder	 
	 	 	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 




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EXHIBIT B


 


ASSIGNMENT FORM


 


TITAN PHARMACEUTICALS, INC.


 


(To assign the foregoing
Warrant, execute this form and supply required information. Do not use this form to purchase shares.)


 


FOR VALUE RECEIVED,
the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


	Name:	 
	 	(Please Print)
	Address:	 
	 	(Please Print)





	Dated: _______________ __, ______	 
	Holder’s Signature:                                    	 
	Holder’s Address:                                       	 


 


NOTE: The signature to this Assignment
Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatever.
Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority
to assign the foregoing Warrant.


 




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