Common use of EXECUTION VERSION Clause in Contracts

EXECUTION VERSION. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company, the Attorney-in-Fact for the Vertical Entities and TMG a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Selling Shareholders in accordance with its terms. Very truly yours, TORNIER N.V. By /s/ Xxxxx XxXxxxxxx Title: Chief Financial Officer TMG HOLDINGS COÖPERATIEF U.A. By /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx By /s/ Guido X.F.M. Xxxxxxxxxxxxx Xxxxx X.F.M. Nieuwenhuizen [Signature Page to Underwriting Agreement] By: /s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx Title: Attorney-in-Fact [Signature Page to Underwriting Agreement] CONFIRMED AND ACCEPTED, as of the date first above written: By: X.X. XXXXXX SECURITIES LLC By /s/ Xxxxxx Xxxxxxx By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxx Xxxxx For themselves and as Representatives of the other Underwriters named in Schedule A hereto. The public offering price per share for the Securities shall be $16.15. The purchase price per share for the Securities to be paid by the several Underwriters shall be $15.3425, being an amount equal to the public offering price set forth above less $0.8075 per share, subject to adjustment in accordance with SECTION 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities X.X. Xxxxxx Securities LLC 2,520,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 2,520,000 BMO Capital Markets Corp. 560,000 Xxxxx Fargo Securities, LLC 560,000 SG Americas Securities, LLC 420,000 Xxxxxxx Xxxxx & Company, L.L.C. 420,000 Total 7,000,000 Company: Number of Initial Securities: Number of Option Securities: Tornier N.V. 4,500,000 675,000 Selling Shareholders: Number of Initial Securities: Number of Option Securities: TMG Holdings Coöperatief U.A. 2,300,000 345,000 Vertical Fund I, L.P. 150,000 22,500 Vertical Fund II, L.P. 50,000 7,500

EXECUTION VERSION. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company, the Attorney-in-Fact for the Vertical Entities and TMG a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, between the Company and the Selling Shareholders Underwriters, kindly indicate your acceptance in accordance with its termsthe space provided for that purpose below. Very truly yours, TORNIER N.V. By /s/ Xxxxx XxXxxxxxx Title: Chief Financial Officer TMG HOLDINGS COÖPERATIEF U.A. By /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx By /s/ Guido X.F.M. Xxxxxxxxxxxxx Xxxxx X.F.M. Nieuwenhuizen [Signature Page to Underwriting Agreement] SUNESIS PHARMACEUTICALS, INC. By: /s/ Xxxxx Xxxxxxx X. Xxxxx Xxxxx Name: Xxxxxxx X. Xxxxx Title: Attorney-in-Fact [Signature Page to Underwriting Agreement] CONFIRMED AND ACCEPTED, CFO and SVP Corp Dev Accepted as of the date first above written: By: X.X. XXXXXX SECURITIES XXXXX FARGO SECURITIES, LLC By /s/ Xxxxxx Xxxxxxx By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxx Xxxxx For themselves Acting on its own behalf and as Representatives Representative of the other Underwriters named in Schedule A hereto. The public offering price per share for the Securities shall be $16.15. The purchase price per share for the Securities to be paid by the several Underwriters shall be $15.3425, being an amount equal referred to in the public offering price set forth above less $0.8075 per share, subject to adjustment in accordance with SECTION 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securitiesforegoing Agreement. Name of Underwriter Number of Initial Securities X.X. By: /s/ Xxxxx Xxxxxx Securities LLC 2,520,000 Xxxxxxx Lynch, Pierce, Name: Xxxxx Xxxxxx & Xxxxx Incorporated 2,520,000 BMO Capital Markets Corp. 560,000 Title: Director Xxxxx Fargo Securities, LLC 560,000 SG Americas 13,800,000 Xxxxxxxxxxx & Co. Inc. 9,200,000 Total 23,000,000 None. Firm Stock to be Sold: 23,000,000 Shares of Common Stock Optional Stock to be Sold: 3,450,000 Shares of Common Stock Offering Price: $0.50 per share of Common Stock Underwriting Discounts and Commissions: 6.0% Simultaneous Public Offering of Preferred Stock: $8.5 million gross proceeds Form of Lock-Up Agreement Xxxxx Fargo Securities, LLC 420,000 Xxxxxxx 000 Xxxx Xxxxxx, 0xx Xxxxx & Xxx Xxxx, Xxx Xxxx 00000 As Representative of the Several Underwriters Re: Sunesis Pharmaceuticals, Inc. Dear Sirs: This Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Sunesis Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and Xxxxx Fargo Securities, LLC (the “Representative”), relating to the proposed public offering of shares of the common stock, par value $0.0001 per share (the “Common Stock”) of the Company. In order to induce you to enter into the Underwriting Agreement, and in light of the benefits that the offering of the Common Stock will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the Company, L.L.C. 420,000 Total 7,000,000 Company: Number and for good and valuable consideration, the receipt and sufficiency of Initial Securities: Number which are hereby acknowledged, the undersigned agrees with you that, during the period beginning on and including the date hereof through and including the date that is the 90th day after the date of Option Securities: Tornier N.V. 4,500,000 675,000 Selling Shareholders: Number the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of Initial Securities: Number the Representative, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Option Securities: TMG Holdings Coöperatief U.A. 2,300,000 345,000 Vertical Fund ICommon Stock (including, L.P. 150,000 22,500 Vertical Fund IIwithout limitation, L.P. 50,000 7,500Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Exchange Act of 1934, as the same may be amended or supplemented from time to time (such shares, the “Beneficially Owned Shares”)) or securities convertible into or exercisable or exchangeable for Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. The restrictions set forth in the immediately preceding paragraph shall not apply to:

EXECUTION VERSION. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to us four counterparts hereof, and upon the acceptance hereof by the Underwriter, this letter and such acceptance hereof shall constitute a binding agreement among the Underwriter, the Company, the Bank and the Selling Stockholders. Any person executing and delivering this Agreement as Attorney-in-Fact for the Vertical Entities a Selling Stockholder represents by so doing that he or she has been duly appointed as Attorney-in-Fact by such Selling Stockholder pursuant to a validly existing and TMG a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Selling Shareholders in accordance with its termsPower-of-Attorney which authorizes such Attorney-in-Fact to take such action. Very truly yours, TORNIER N.V. By /s/ Xxxxx XxXxxxxxx ESQUIRE FINANCIAL HOLDINGS, INC. By: /s/Axxxxx X. Xxxxxxxxx Name: Axxxxx X. Xxxxxxxxx Title: President and Chief Financial Executive Officer TMG HOLDINGS COÖPERATIEF U.A. By /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx By /s/ Guido X.F.M. Xxxxxxxxxxxxx Xxxxx X.F.M. Nieuwenhuizen [Signature Page to Underwriting Agreement] ESQUIRE BANK, NATIONAL ASSOCIATION By: /s/ Xxxxx /s/Axxxxx X. Xxxxx Xxxxx Xxxxxxxxx Name: Axxxxx X. Xxxxx Xxxxxxxxx Title: President and Chief Executive Officer THE SELLING STOCKHOLDERS NAMED IN SCHEDULE A HERETO By: /s/Axxxxx X. Xxxxxxxxx Name: Axxxxx X. Xxxxxxxxx As Attorney-in-Fact [Signature Page to Underwriting Agreement] acting on behalf of the Selling Stockholders named in Schedule B hereto CONFIRMED AND ACCEPTED, as of the date first above written: SANDLER O’XXXXX & PARTNERS, L.P. By: X.X. XXXXXX SECURITIES LLC By /s/ Xxxxxx Xxxxxxx Sandler O’Xxxxx & Partners Corp., the sole general partner By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxx Xxxxx For themselves and as Representatives Rxxxxx X. Xxxxxxxx Name: Rxxxxx X. Xxxxxxxx Title: An officer of the other Underwriters named in Schedule A hereto. The public offering price per share for the Securities shall be $16.15. The purchase price per share for the Securities to be paid by the several Underwriters shall be $15.3425Corporation Esquire Financial Holding, being an amount equal to the public offering price set forth above less $0.8075 per shareInc. 1,800,000 354,580 Axxxx Xxxx 1,000 — Axxxxx Xxxxxxxxx 8,080 — D&D Funding II, subject to adjustment in accordance with SECTION 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities X.X. LLC 50,000 — Exxxx Xxxx Living Trust 4,000 — Hxxxxx Xxxxxx Securities 20,000 — Jxxx Xxxxx 1,000 — Jxxxxxx X. Xxxxxx 59,000 — Kxxxx X. Xxxxx 20,000 — MAJA Realty LLC 2,520,000 Xxxxxxx Lynch77,000 — Marc Jxx Xxxx 44,645 — Mxxxxxx Xxxxx 3,000 — Net Return Asset Management 10,000 — Nxxxxxxx Xxxx Xxxxxxxx 20,000 — Nob Hill Capital Associates, PierceL.P 2,500 — Nob Hill Capital Partners, L.P. 15,000 — Pxxx Xxxxxx & Xxxxx Incorporated 2,520,000 BMO Capital Markets Corp. 560,000 Xxxxx Fargo SecuritiesMxxxx Xxxxxx 12,000 — PaymentWorld LLC 34,328 — PKBT Holdings, LLC 560,000 SG Americas Securities80,000 — Pxxxx Xxxxx 32,320 — Sxxxxxx Xxxxxxxxxx 15,000 — The AJ Trust Dated 9/23/1985 35,000 — Uxx Xxxxxx 20,000 — Free Writing Prospectus filed with the SEC on June 19, LLC 420,000 Xxxxxxx Xxxxx & Company2017 None ESQUIRE FINANCIAL HOLDINGS, L.L.C. 420,000 Total 7,000,000 Company: Number INC. 2,363,873 Shares of Initial Securities: Number of Option Securities: Tornier N.V. 4,500,000 675,000 Selling Shareholders: Number of Initial Securities: Number of Option Securities: TMG Holdings Coöperatief U.A. 2,300,000 345,000 Vertical Fund I, L.P. 150,000 22,500 Vertical Fund II, L.P. 50,000 7,500Common Stock (Par Value $0.01 Per Share)

EXECUTION VERSION. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company, the Attorney-in-Fact for the Vertical Entities and TMG a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, between the Company and the Selling Shareholders Underwriters, kindly indicate your acceptance in accordance with its termsthe space provided for that purpose below. Very truly yours, TORNIER N.V. By /s/ Xxxxx XxXxxxxxx Title: Chief Financial Officer TMG HOLDINGS COÖPERATIEF U.A. By /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx By /s/ Guido X.F.M. Xxxxxxxxxxxxx Xxxxx X.F.M. Nieuwenhuizen [Signature Page to Underwriting Agreement] SUNESIS PHARMACEUTICALS, INC. By: /s/ Xxxxx Xxxxxxx X. Xxxxx Xxxxx Name: Xxxxxxx X. Xxxxx Title: Attorney-in-Fact [Signature Page to Underwriting Agreement] CONFIRMED AND ACCEPTED, CFO and SVP Corp Dev Accepted as of the date first above written: By: X.X. XXXXXX SECURITIES XXXXX FARGO SECURITIES, LLC By /s/ Xxxxxx Xxxxxxx By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxx Xxxxx For themselves Acting on its own behalf and as Representatives Representative of the other Underwriters named in Schedule A hereto. The public offering price per share for the Securities shall be $16.15. The purchase price per share for the Securities to be paid by the several Underwriters shall be $15.3425, being an amount equal referred to in the public offering price set forth above less $0.8075 per share, subject to adjustment in accordance with SECTION 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securitiesforegoing Agreement. Name of Underwriter Number of Initial Securities X.X. By: /s/ Xxxxx Xxxxxx Securities LLC 2,520,000 Xxxxxxx Lynch, Pierce, Name: Xxxxx Xxxxxx & Xxxxx Incorporated 2,520,000 BMO Capital Markets Corp. 560,000 Title: Director Xxxxx Fargo Securities, LLC 560,000 SG Americas 10,200 Xxxxxxxxxxx & Co. Inc. 6,800 Total 17,000 None. Stock to be Sold: 17,000 Shares of Preferred Stock Offering Price: $500.00 per share of Preferred Stock Stock Conversion Price: $0.50 per share of Preferred Stock, converting into 1,000 shares of Common Stock Underwriting Discounts and Commissions: 6.0% Simultaneous Public Offering of Common Stock: $11.5 million gross proceeds Form of Lock-Up Agreement Xxxxx Fargo Securities, LLC 420,000 Xxxxxxx 000 Xxxx Xxxxxx, 0xx Xxxxx & Xxx Xxxx, Xxx Xxxx 00000 As Representative of the Several Underwriters Re: Sunesis Pharmaceuticals, Inc. Dear Sirs: This Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Sunesis Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and Xxxxx Fargo Securities, LLC (the “Representative”), relating to the proposed public offering of shares of the common stock, par value $0.0001 per share (the “Common Stock”) of the Company. In order to induce you to enter into the Underwriting Agreement, and in light of the benefits that the offering of the Common Stock will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the Company, L.L.C. 420,000 Total 7,000,000 Company: Number and for good and valuable consideration, the receipt and sufficiency of Initial Securities: Number which are hereby acknowledged, the undersigned agrees with you that, during the period beginning on and including the date hereof through and including the date that is the 90th day after the date of Option Securities: Tornier N.V. 4,500,000 675,000 Selling Shareholders: Number the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of Initial Securities: Number the Representative, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Option Securities: TMG Holdings Coöperatief U.A. 2,300,000 345,000 Vertical Fund ICommon Stock (including, L.P. 150,000 22,500 Vertical Fund IIwithout limitation, L.P. 50,000 7,500Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Exchange Act of 1934, as the same may be amended or supplemented from time to time (such shares, the “Beneficially Owned Shares”)) or securities convertible into or exercisable or exchangeable for Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. The restrictions set forth in the immediately preceding paragraph shall not apply to:

EXECUTION VERSION. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company, the Attorney-in-Fact for the Vertical Entities and TMG a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, between the Company and the Selling Shareholders Underwriters, kindly indicate your acceptance in accordance with its termsthe space provided for that purpose below. Very truly yours, TORNIER N.V. By /s/ Xxxxx XxXxxxxxx Title: Chief Financial Officer TMG HOLDINGS COÖPERATIEF U.A. By /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx By /s/ Guido X.F.M. Xxxxxxxxxxxxx Xxxxx X.F.M. Nieuwenhuizen [Signature Page to Underwriting Agreement] SUNESIS PHARMACEUTICALS, INC. By: /s/ Xxxxx Xxxxxx X. Xxxxx Xxxxx Xxxxxxx, Xx. Name: Xxxxxx X. Xxxxx Xxxxxxx, Xx. Title: Attorney-in-Fact [Signature Page to Underwriting Agreement] CONFIRMED AND ACCEPTED, CEO and President Accepted as of the date first above written: By: X.X. XXXXXX SECURITIES XXXXX AND COMPANY, LLC By /s/ Xxxxxx Xxxxxxx By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxx Xxxxx For themselves Acting on its own behalf and as Representatives Representative of the other Underwriters named in Schedule A hereto. The public offering price per share for the Securities shall be $16.15. The purchase price per share for the Securities to be paid by the several Underwriters shall be $15.3425referred to in the foregoing Agreement. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director XXXXX FARGO SECURITIES, being an amount equal LLC Acting on its own behalf and as Representative of the several Underwriters referred to in the public offering price set forth above less $0.8075 per share, subject to adjustment in accordance with SECTION 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securitiesforegoing Agreement. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director Name of Underwriter Number of Initial Securities X.X. Xxxxxx Securities Shares of Stock to be Purchased Number of Warrants to be Purchased Xxxxx and Company, LLC 2,520,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 2,520,000 BMO Capital Markets Corp. 560,000 1,050 525,000 Xxxxx Fargo Securities, LLC 560,000 SG Americas 950 475,000 Xxxxxxxxxxx & Co. Inc. 500 250,000 Total: 2,500 1,250,000 None. Stock to be Sold: 2,500 Shares Warrants to be Sold: Warrants to purchase 1,250,000 shares of Common Stock Offering Price: $2,000 per share of Stock and accompanying Warrant Stock Conversion Price: $2,000 per share of Series D Convertible Preferred Stock, converting into 1,000 shares of Common Stock Warrant Exercise Price: $3.00 per whole share Underwriting Discounts and Commissions: 5.0% Simultaneous Public Offering of Common Stock/Warrants: $15.0 million gross proceeds Form of Lock-Up Agreement XXXXX AND COMPANY, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Securities, LLC 420,000 Xxxxxxx 000 Xxxx Xxxxxx, 0xx Xxxxx & Xxx Xxxx, Xxx Xxxx 00000 Re: Sunesis Pharmaceuticals, Inc. Dear Sirs: This Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Sunesis Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and Xxxxx and Company, L.L.C. 420,000 Total 7,000,000 LLC and Xxxxx Fargo Securities, LLC (the “Representatives”), relating to the proposed public offering of shares of the common stock, par value $0.0001 per share (the “Common Stock”) of the Company and warrants to purchase shares of Common Stock. In order to induce you to enter into the Underwriting Agreement, and in light of the benefits that the offering of the Common Stock will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the Company: Number , and for good and valuable consideration, the receipt and sufficiency of Initial Securities: Number which are hereby acknowledged, the undersigned agrees with you that, during the period beginning on and including the date hereof through and including the date that is the 60th day after the date of Option Securities: Tornier N.V. 4,500,000 675,000 Selling Shareholders: Number the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of Initial Securities: Number the Representatives, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Option Securities: TMG Holdings Coöperatief U.A. 2,300,000 345,000 Vertical Fund ICommon Stock (including, L.P. 150,000 22,500 Vertical Fund IIwithout limitation, L.P. 50,000 7,500Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Exchange Act of 1934, as the same may be amended or supplemented from time to time (such shares, the “Beneficially Owned Shares”)) or securities convertible into or exercisable or exchangeable for Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. The restrictions set forth in the immediately preceding paragraph shall not apply to:

EXECUTION VERSION. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company, the Attorney-in-Fact for the Vertical Entities and TMG a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, between the Company and the Selling Shareholders Underwriters, kindly indicate your acceptance in accordance with its termsthe space provided for that purpose below. Very truly yours, TORNIER N.V. By /s/ Xxxxx XxXxxxxxx Title: Chief Financial Officer TMG HOLDINGS COÖPERATIEF U.A. By /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx By /s/ Guido X.F.M. Xxxxxxxxxxxxx Xxxxx X.F.M. Nieuwenhuizen [Signature Page to Underwriting Agreement] SUNESIS PHARMACEUTICALS, INC. By: /s/ Xxxxx Xxxxxx X. Xxxxx Xxxxx Xxxxxxx, Xx. Name: Xxxxxx X. Xxxxx Xxxxxxx, Xx. Title: Attorney-in-Fact [Signature Page to Underwriting Agreement] CONFIRMED AND ACCEPTED, CEO and President Accepted as of the date first above written: By: X.X. XXXXXX SECURITIES XXXXX AND COMPANY, LLC By /s/ Xxxxxx Xxxxxxx By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxx Xxxxx For themselves Acting on its own behalf and as Representatives Representative of the other Underwriters named in Schedule A hereto. The public offering price per share for the Securities shall be $16.15. The purchase price per share for the Securities to be paid by the several Underwriters shall be $15.3425referred to in the foregoing Agreement. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director XXXXX FARGO SECURITIES, being an amount equal LLC Acting on its own behalf and as Representative of the several Underwriters referred to in the public offering price set forth above less $0.8075 per share, subject to adjustment in accordance with SECTION 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securitiesforegoing Agreement. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director Name of Underwriter Number of Initial Securities X.X. Xxxxxx Securities Shares of Stock to be Purchased Number of Warrants to be Purchased Xxxxx and Company, LLC 2,520,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 2,520,000 BMO Capital Markets Corp. 560,000 3,150,000 1,575,000 Xxxxx Fargo Securities, LLC 560,000 SG Americas 2,850,000 1,425,000 Xxxxxxxxxxx & Co. Inc. 1,500,000 750,000 Total: 7,500,000 3,750,000 None. Common Stock to be Sold: 7,500,000 Shares Warrants to be Sold: Warrants to purchase 3,750,000 shares of Common Stock Offering Price: $2.00 per share of Common Stock and accompanying Warrant to purchase 0.5 shares of Common Stock Warrant Exercise Price: $3.00 per whole share Underwriting Discounts and Commissions: 5.0% Simultaneous Public Offering of Preferred Stock/Warrants: $5.0 million gross proceeds Form of Lock-Up Agreement XXXXX AND COMPANY, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Securities, LLC 420,000 Xxxxxxx 000 Xxxx Xxxxxx, 0xx Xxxxx & Xxx Xxxx, Xxx Xxxx 00000 Re: Sunesis Pharmaceuticals, Inc. Dear Sirs: This Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Sunesis Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and Xxxxx and Company, L.L.C. 420,000 Total 7,000,000 LLC and Xxxxx Fargo Securities, LLC (the “Representatives”), relating to the proposed public offering of shares of the common stock, par value $0.0001 per share (the “Common Stock”) of the Company and warrants to purchase shares of Common Stock. In order to induce you to enter into the Underwriting Agreement, and in light of the benefits that the offering of the Common Stock will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the Company: Number , and for good and valuable consideration, the receipt and sufficiency of Initial Securities: Number which are hereby acknowledged, the undersigned agrees with you that, during the period beginning on and including the date hereof through and including the date that is the 60th day after the date of Option Securities: Tornier N.V. 4,500,000 675,000 Selling Shareholders: Number the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of Initial Securities: Number the Representatives, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Option Securities: TMG Holdings Coöperatief U.A. 2,300,000 345,000 Vertical Fund ICommon Stock (including, L.P. 150,000 22,500 Vertical Fund IIwithout limitation, L.P. 50,000 7,500Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Exchange Act of 1934, as the same may be amended or supplemented from time to time (such shares, the “Beneficially Owned Shares”)) or securities convertible into or exercisable or exchangeable for Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. The restrictions set forth in the immediately preceding paragraph shall not apply to: