Common use of EXECUTION VERSION Clause in Contracts

EXECUTION VERSION. If the foregoing correctly sets forth your understanding, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among us. Very truly yours, SOLENO THERAPEUTICS, INC. By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Financial Officer Accepted as of the date first above written XXXXX XXXXXXX & CO. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director GUGGENHEIM SECURITIES, INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Senior Managing Director On behalf of itself and the other Underwriters named in Schedule I hereto. Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if Option is Fully Exercised Xxxxx Xxxxxxx & Co. 1,020,000 153,000 Guggenheim Securities, LLC 1,020,000 153,000 Cantor Xxxxxxxxxx & Co. 540,000 81,000 Xxxxxxxxxxx & Co. Inc. 390,000 58,500 Xxxxxxx & Company (UK) Ltd. 30,000 4,500 Total 3,000,000 450,000 None. Firm Shares offered: 3,000,000 Additional Shares offered: 450,000 Offering Price per Firm Share and Additional Share: $46.00 Stockholders Executing Lock-Up Agreements Xxxxxx Xxxxx, Ph.D. Xxxxx Xxxxxxxxx, M.D. Xxxxxxx X. Xxxxxx Xxxx X. Xxxxxxxxx Xxxxxxx Xxxxx, XX, M.B.A. Xxxxxx Xxxxxxxx, Ph.D. Xxxxxxxx Xxxxx MD, Ph.D. Xxxxx Xxxxxxxxx Xxxxxxxx X. Xxxxxx Xxxxxxx Xxx Entities associated with The Carlyle Group, Inc. Soleno Therapeutics UK Ltd. (United Kingdom) Soleno Therapeutics Europe Ltd. (Ireland) Essentialis, Inc. (Delaware) Form of Lock-Up Agreement Xxxxx Xxxxxxx & Co. Guggenheim Securities, LLC As Representatives of the several Underwriters referred to below c/o Xxxxx Xxxxxxx & Co. 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx New York, New York 10154 c/o Guggenheim Securities, LLC 000 Xxxxxxx Xxxxxx New York, New York 10017 Soleno Therapeutics, Inc. - Lock-Up Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) relates to the proposed offering (the “Offering”) by Soleno Therapeutics, Inc., a Delaware corporation (the “Company”), of its common stock, $0.001 par value per share (the “Stock”) and/or pre-funded warrants to purchase Stock (together, the “Securities”), pursuant to an Underwriting Agreement (the “Underwriting Agreement”) to be entered into between the Company and Xxxxx Xxxxxxx & Co. and Guggenheim Securities, LLC, as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”). In order to induce you and the other Underwriters to underwrite the Offering, the undersigned hereby agrees that, without the prior written consent of the Representatives, during the period from the date hereof until 90 days from the date of the final prospectus supplement for the Offering (the “Lock-Up Period”), the undersigned (a) will not, directly or indirectly, offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of, any Relevant Security (as defined below), and (b) will not establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any Relevant Security (in each case within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder), or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration. As used herein “Relevant Security” means the Securities, any other equity security of the Company or any of its subsidiaries and any security convertible into, or exercisable or exchangeable for, any Stock or other such equity security. The foregoing restrictions in this Agreement shall not apply to:

EXECUTION VERSION. If the foregoing correctly sets forth is in accordance with your understandingunderstanding of the agreement between the Company and the Placement Agents, please so kindly indicate your acceptance in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among uspurpose below. Very truly yours, SOLENO THERAPEUTICS, INC. By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Financial Officer Accepted as of the date first above written XXXXX XXXXXXX & CO. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director GUGGENHEIM SECURITIES, INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Senior Managing Director On behalf of itself and the other Underwriters named in Schedule I hereto. Underwriter Total Number Issuer Free Writing Prospectus Schedule II List of Firm Shares to be Purchased Number of Additional Shares to be Purchased if Option is Fully Exercised Xxxxx Xxxxxxx & Co. 1,020,000 153,000 Guggenheim SecuritiesDirectors, LLC 1,020,000 153,000 Cantor Xxxxxxxxxx & Co. 540,000 81,000 Xxxxxxxxxxx & Co. Inc. 390,000 58,500 Xxxxxxx & Company (UK) Ltd. 30,000 4,500 Total 3,000,000 450,000 None. Firm Shares offered: 3,000,000 Additional Shares offered: 450,000 Offering Price per Firm Share and Additional Share: $46.00 Stockholders Executing Officers for Lock-Up Agreements Xxxxxx Xxxxx, Ph.D. Xxxxx Xxxxxxxxx, M.D. Xxxxxxx X. Xxxxxx Xxxx X. Xxxxxxxxx Xxxxxxx Xxxxx, XX, M.B.A. Xxxxxx Xxxxxxxx, Ph.D. Xxxxxxxx Xxxxx MD, Ph.D. Xxxxx Xxxxxxxxx Xxxxxxxx X. Xxxxxx Xxxxxxx Xxx Entities associated with The Carlyle Group, Inc. Soleno Therapeutics UK Ltd. (United Kingdom) Soleno Therapeutics Europe Ltd. (Ireland) Essentialis, Inc. (Delaware) Letter Exhibit A: Securities Purchase Agreement Exhibit B: Form of Lock-Up Agreement Xxxxx Letter Exhibit C: Form of Agent Warrants Exhibit D: Form of Legal Opinion · Rxxxxx Xxxxxx · Dxxxxxx Xxxxxx · Rxxxxxx Xxxxxxxx · Lxxxx Xxxxxxx & Co. Guggenheim · Dxxxx Xxxxxxx · Atticus Lxxx · Jxxxx Xxxxxx [See Attached] ____________________, 2015 Northland Securities, LLC As Representatives of the several Underwriters referred to below c/o Inc. 40 Xxxxx Xxxxxxx & Co. 0xx Xxxxxx, Xxxxx 0000 Xxxxxx xx xxx XxxxxxxxXxxxxxxxxxx, 0xx Xxxxx New York, New York 10154 c/o Guggenheim Securities, LLC 000 Xxxxxxx Xxxxxx New York, New York 10017 Soleno Therapeutics, Inc. - Lock-Up Agreement XX 00000 Dear Ladies and Gentlemen: This letter As an inducement to Northland Securities, Inc., the placement agent (the “Placement Agent”) to execute a placement agency agreement (this the “Placement Agency Agreement”) relates pursuant to which the proposed Placement Agent agrees to act as the Placement Agent for the offering and sale (the “Offering”) of common stock (the “Common Stock”), or any other securities of EnerJex Resources, Inc. and any successor (by Soleno Therapeutics, Inc., a Delaware corporation merger or otherwise) thereto (the “Company”), of its common stock, $0.001 par value per share (the “Stock”) and/or pre-funded warrants to purchase Stock (together, the “Securities”), pursuant to an Underwriting Agreement (the “Underwriting Agreement”) to be entered into between the Company and Xxxxx Xxxxxxx & Co. and Guggenheim Securities, LLC, as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”). In order to induce you and the other Underwriters to underwrite the Offering, the undersigned hereby agrees thatthat without, without in each case, the prior written consent of the Representatives, Placement Agent during the period from specified in the date hereof until 90 days from the date of the final prospectus supplement for the Offering second succeeding paragraph (the “Lock-Up Period”), the undersigned (a) will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, offerany shares of Common Stock or any securities convertible into, sellexercisable or exchangeable for or that represent the right to receive Common Stock (including without limitation, agree Common Stock which may be deemed to offer or sell, solicit offers to purchase, grant any call option or purchase any put option be beneficially owned by the undersigned in accordance with respect to, pledge, borrow or otherwise dispose of, any Relevant Security (as defined below), and (b) will not establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any Relevant Security (in each case within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunderof the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) whether now owned or hereafter acquired (the “Undersigned’s Securities”), or otherwise ; (2) enter into any swap, derivative swap or other transaction or arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequence consequences of ownership of a Relevant Securitythe Undersigned’s Securities, whether or not any such transaction described in clause (1) or (2) above is to be settled by delivery of Relevant Securities, Common Stock or such other securities, in cash or other consideration. As used herein “Relevant Security” means otherwise; (3) make any demand for or exercise any right with respect to, the Securities, registration of any other equity security of the Company Common Stock or any of its subsidiaries and any security convertible into, into or exercisable or exchangeable for, for Common Stock; or (4) publicly disclose the intention to do any Stock of the foregoing. The undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such equity securitySecurities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Securities. The foregoing restrictions in initial Lock-Up Period will commence on the date of this Agreement shall and continue and include the date 90 days after the date of the Placement Agency Agreement, to which you are or expect to become parties; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the initial Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of such earnings results or material news, or the occurrence of such material event, as applicable, unless the Placement Agent, waives, in writing, such extension. The undersigned hereby acknowledges that the Company will be requested to agree in the Placement Agency Agreement to provide written notice to the undersigned of any event that would result in an extension of the Lock-Up Period pursuant to the previous paragraph and agrees that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Agreement during the period from the date of this Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not apply to:consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired.

EXECUTION VERSION. If the foregoing correctly sets forth is in accordance with your understandingunderstanding of our agreement, please so indicate in sign and return to the space provided below Company, the Attorney-in-Fact for that purposethe Vertical Entities and TMG a counterpart hereof, whereupon this letter shall constitute instrument, along with all counterparts, will become a binding agreement among usthe Underwriters, the Company and the Selling Shareholders in accordance with its terms. Very truly yours, SOLENO THERAPEUTICS, INC. By: TORNIER N.V. By /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx XxXxxxxxx Title: Chief Financial Officer Accepted 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 XXXXX XXXXXXX & CO. written: By: X.X. XXXXXX SECURITIES LLC By /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director GUGGENHEIM SECURITIES, INC. Xxxxxx Xxxxxxx By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxxxxx Xxx Xxxxx Name: Xxxxxx Xxxxx Title: Senior Managing Director On behalf For themselves and as Representatives of itself and the other Underwriters named in Schedule I 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 Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if Option is Fully Exercised Initial Securities X.X. Xxxxxx Securities LLC 2,520,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Xxxxxxx & Co. 1,020,000 153,000 Guggenheim Incorporated 2,520,000 BMO Capital Markets Corp. 560,000 Xxxxx Fargo Securities, LLC 1,020,000 153,000 Cantor Xxxxxxxxxx & Co. 540,000 81,000 Xxxxxxxxxxx & Co. Inc. 390,000 58,500 Xxxxxxx & Company (UK) Ltd. 30,000 4,500 Total 3,000,000 450,000 None. Firm Shares offered: 3,000,000 Additional Shares offered: 450,000 Offering Price per Firm Share and Additional Share: $46.00 Stockholders Executing Lock-Up Agreements Xxxxxx Xxxxx, Ph.D. Xxxxx Xxxxxxxxx, M.D. Xxxxxxx X. Xxxxxx Xxxx X. Xxxxxxxxx Xxxxxxx Xxxxx, XX, M.B.A. Xxxxxx Xxxxxxxx, Ph.D. Xxxxxxxx Xxxxx MD, Ph.D. Xxxxx Xxxxxxxxx Xxxxxxxx X. Xxxxxx Xxxxxxx Xxx Entities associated with The Carlyle Group, Inc. Soleno Therapeutics UK Ltd. (United Kingdom) Soleno Therapeutics Europe Ltd. (Ireland) Essentialis, Inc. (Delaware) Form of Lock-Up Agreement Xxxxx Xxxxxxx & Co. Guggenheim 560,000 SG Americas Securities, LLC As Representatives 420,000 Xxxxxxx Xxxxx & Company, L.L.C. 420,000 Total 7,000,000 Company: Number of the several Underwriters referred to below c/o Xxxxx Xxxxxxx & Co. 0000 Xxxxxx xx xxx XxxxxxxxInitial 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, 0xx Xxxxx New YorkL.P. 150,000 22,500 Vertical Fund II, New York 10154 c/o Guggenheim Securities, LLC 000 Xxxxxxx Xxxxxx New York, New York 10017 Soleno Therapeutics, Inc. - Lock-Up Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) relates to the proposed offering (the “Offering”) by Soleno Therapeutics, Inc., a Delaware corporation (the “Company”), of its common stock, $0.001 par value per share (the “Stock”) and/or pre-funded warrants to purchase Stock (together, the “Securities”), pursuant to an Underwriting Agreement (the “Underwriting Agreement”) to be entered into between the Company and Xxxxx Xxxxxxx & Co. and Guggenheim Securities, LLC, as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”). In order to induce you and the other Underwriters to underwrite the Offering, the undersigned hereby agrees that, without the prior written consent of the Representatives, during the period from the date hereof until 90 days from the date of the final prospectus supplement for the Offering (the “Lock-Up Period”), the undersigned (a) will not, directly or indirectly, offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of, any Relevant Security (as defined below), and (b) will not establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any Relevant Security (in each case within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder), or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration. As used herein “Relevant Security” means the Securities, any other equity security of the Company or any of its subsidiaries and any security convertible into, or exercisable or exchangeable for, any Stock or other such equity security. The foregoing restrictions in this Agreement shall not apply to:L.P. 50,000 7,500

EXECUTION VERSION. If the foregoing correctly sets forth is in accordance with your understanding, please so indicate in sign and return to us four counterparts hereof, and upon the space provided below for that purposeacceptance hereof by the Underwriter, whereupon this letter and such acceptance hereof shall constitute a binding agreement among usthe Underwriter, the Company, the Bank and the Selling Stockholders. Any person executing and delivering this Agreement as Attorney-in-Fact for 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 binding Power-of-Attorney which authorizes such Attorney-in-Fact to take such action. Very truly yours, SOLENO THERAPEUTICSESQUIRE FINANCIAL HOLDINGS, INC. By: /s/ Xxxxx /s/Axxxxx X. Xxxxxxxxx Name: Xxxxx Axxxxx X. Xxxxxxxxx Title: President and Chief Financial Executive Officer Accepted ESQUIRE BANK, NATIONAL ASSOCIATION By: /s/Axxxxx X. Xxxxxxxxx Name: Axxxxx X. 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 acting on behalf of the Selling Stockholders named in Schedule B hereto CONFIRMED AND ACCEPTED, as of the date first above written XXXXX XXXXXXX written: SANDLER O’XXXXX & CO. PARTNERS, L.P. By: Sandler O’Xxxxx & Partners Corp., the sole general partner By: /s/ Xxxx Xxxxx Rxxxxx X. Xxxxxxxx Name: Xxxx Xxxxx Rxxxxx X. Xxxxxxxx Title: Managing Director GUGGENHEIM SECURITIESAn officer of the Corporation Esquire Financial Holding, Inc. 1,800,000 354,580 Axxxx Xxxx 1,000 — Axxxxx Xxxxxxxxx 8,080 — D&D Funding II, LLC 50,000 — Exxxx Xxxx Living Trust 4,000 — Hxxxxx Xxxxxx 20,000 — Jxxx Xxxxx 1,000 — Jxxxxxx X. Xxxxxx 59,000 — Kxxxx X. Xxxxx 20,000 — MAJA Realty LLC 77,000 — Marc Jxx Xxxx 44,645 — Mxxxxxx Xxxxx 3,000 — Net Return Asset Management 10,000 — Nxxxxxxx Xxxx Xxxxxxxx 20,000 — Nob Hill Capital Associates, L.P 2,500 — Nob Hill Capital Partners, L.P. 15,000 — Pxxx Xxxxxx & Mxxxx Xxxxxx 12,000 — PaymentWorld LLC 34,328 — PKBT Holdings, LLC 80,000 — 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, 2017 None ESQUIRE FINANCIAL HOLDINGS, INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Senior Managing Director On behalf 2,363,873 Shares of itself and the other Underwriters named in Schedule I hereto. Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if Option is Fully Exercised Xxxxx Xxxxxxx & Co. 1,020,000 153,000 Guggenheim Securities, LLC 1,020,000 153,000 Cantor Xxxxxxxxxx & Co. 540,000 81,000 Xxxxxxxxxxx & Co. Inc. 390,000 58,500 Xxxxxxx & Company (UK) Ltd. 30,000 4,500 Total 3,000,000 450,000 None. Firm Shares offered: 3,000,000 Additional Shares offered: 450,000 Offering Price per Firm Share and Additional Share: $46.00 Stockholders Executing Lock-Up Agreements Xxxxxx Xxxxx, Ph.D. Xxxxx Xxxxxxxxx, M.D. Xxxxxxx X. Xxxxxx Xxxx X. Xxxxxxxxx Xxxxxxx Xxxxx, XX, M.B.A. Xxxxxx Xxxxxxxx, Ph.D. Xxxxxxxx Xxxxx MD, Ph.D. Xxxxx Xxxxxxxxx Xxxxxxxx X. Xxxxxx Xxxxxxx Xxx Entities associated with The Carlyle Group, Inc. Soleno Therapeutics UK Ltd. (United Kingdom) Soleno Therapeutics Europe Ltd. (Ireland) Essentialis, Inc. (Delaware) Form of Lock-Up Agreement Xxxxx Xxxxxxx & Co. Guggenheim Securities, LLC As Representatives of the several Underwriters referred to below c/o Xxxxx Xxxxxxx & Co. 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx New York, New York 10154 c/o Guggenheim Securities, LLC 000 Xxxxxxx Xxxxxx New York, New York 10017 Soleno Therapeutics, Inc. - Lock-Up Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) relates to the proposed offering (the “Offering”) by Soleno Therapeutics, Inc., a Delaware corporation (the “Company”), of its common stock, $0.001 par value per share (the “Stock”) and/or pre-funded warrants to purchase Common Stock (together, the “Securities”Par Value $0.01 Per Share), pursuant to an Underwriting Agreement (the “Underwriting Agreement”) to be entered into between the Company and Xxxxx Xxxxxxx & Co. and Guggenheim Securities, LLC, as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”). In order to induce you and the other Underwriters to underwrite the Offering, the undersigned hereby agrees that, without the prior written consent of the Representatives, during the period from the date hereof until 90 days from the date of the final prospectus supplement for the Offering (the “Lock-Up Period”), the undersigned (a) will not, directly or indirectly, offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of, any Relevant Security (as defined below), and (b) will not establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any Relevant Security (in each case within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder), or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration. As used herein “Relevant Security” means the Securities, any other equity security of the Company or any of its subsidiaries and any security convertible into, or exercisable or exchangeable for, any Stock or other such equity security. The foregoing restrictions in this Agreement shall not apply to:

EXECUTION VERSION. If the foregoing correctly sets forth is in accordance with your understandingunderstanding of the agreement between the Company and the Underwriters, please so kindly indicate your acceptance in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among uspurpose below. Very truly yours, SOLENO THERAPEUTICSSUNESIS PHARMACEUTICALS, INC. By: /s/ Xxxxx Xxxxxxxxx Xxxxxx X. Xxxxxxx, Xx. Name: Xxxxx Xxxxxxxxx Xxxxxx X. Xxxxxxx, Xx. Title: Chief Financial Officer CEO and President Accepted as of the date first above written written: XXXXX XXXXXXX & COAND COMPANY, LLC Acting on its own behalf and as Representative of the several Underwriters referred to in the foregoing Agreement. By: /s/ Xxxx Xxxxx Xxxxxx Name: Xxxx Xxxxx Xxxxxx Title: Managing Director GUGGENHEIM XXXXX FARGO SECURITIES, INCLLC Acting on its own behalf and as Representative of the several Underwriters referred to in the foregoing Agreement. By: /s/ Xxxxx Xxxxxx Xxxxx Name: Xxxxx Xxxxxx Xxxxx Title: Senior Managing Director On behalf of itself and the other Underwriters named in Schedule I hereto. Underwriter Total Name Number of Firm Shares of Stock to be Purchased Number of Additional Shares Warrants to be Purchased if Option is Fully Exercised Xxxxx Xxxxxxx & Co. 1,020,000 153,000 Guggenheim and Company, LLC 3,150,000 1,575,000 Xxxxx Fargo Securities, LLC 1,020,000 153,000 Cantor Xxxxxxxxxx & Co. 540,000 81,000 2,850,000 1,425,000 Xxxxxxxxxxx & Co. Inc. 390,000 58,500 Xxxxxxx & Company (UK) Ltd. 30,000 4,500 Total 3,000,000 450,000 1,500,000 750,000 Total: 7,500,000 3,750,000 None. Firm Common Stock to be Sold: 7,500,000 Shares offeredWarrants to be Sold: 3,000,000 Additional Shares offered: 450,000 Warrants to purchase 3,750,000 shares of Common Stock Offering Price per Firm Share and Additional SharePrice: $46.00 Stockholders Executing Lock-Up Agreements Xxxxxx Xxxxx, Ph.D. Xxxxx Xxxxxxxxx, M.D. Xxxxxxx X. Xxxxxx Xxxx X. Xxxxxxxxx Xxxxxxx Xxxxx, XX, M.B.A. Xxxxxx Xxxxxxxx, Ph.D. Xxxxxxxx Xxxxx MD, Ph.D. Xxxxx Xxxxxxxxx Xxxxxxxx X. Xxxxxx Xxxxxxx Xxx Entities associated with The Carlyle Group, Inc. Soleno Therapeutics UK Ltd. (United Kingdom) Soleno Therapeutics Europe Ltd. (Ireland) Essentialis, Inc. (Delaware) 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 Xxxxxxx & Co. Guggenheim SecuritiesXXXXX AND COMPANY, LLC As Representatives of the several Underwriters referred to below c/o 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Xxxxxxx & Co. 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx New York, New York 10154 c/o Guggenheim Fargo Securities, LLC 000 Xxxxxxx Xxxxxx New YorkXxxx Xxxxxx, New York 10017 Soleno Therapeutics0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Sunesis Pharmaceuticals, Inc. - Lock-Up Agreement Ladies and GentlemenDear Sirs: This letter agreement Agreement is being delivered to you in connection with the proposed Underwriting Agreement (this the “Underwriting Agreement”) relates to the proposed offering (the “Offering”) by Soleno Therapeuticsbetween Sunesis Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and Xxxxx and Company, LLC and Xxxxx Fargo Securities, LLC (the “Representatives”), relating to the proposed public offering of its shares of the common stock, $0.001 par value $0.0001 per share (the “Common Stock”) and/or pre-funded warrants to purchase Stock (together, the “Securities”), pursuant to an Underwriting Agreement (the “Underwriting Agreement”) to be entered into between the Company and Xxxxx Xxxxxxx & Co. and Guggenheim Securities, LLC, as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”)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 other Underwriters to underwrite benefits that the Offeringoffering 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, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with you that, without the prior written consent of the Representatives, during the period from beginning on and including the date hereof until 90 days from through and including the date that is the 60th day after the date of the final prospectus supplement for the Offering Underwriting Agreement (the “Lock-Up Period”), the undersigned (a) will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, sell, agree to offer or sellassign, solicit offers to purchase, grant any call option or purchase any put option with respect totransfer, pledge, borrow contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any Relevant Security shares of Common Stock (as defined below)including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and (b) will not establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any Relevant Security (in each case within the meaning of Section 16 of regulations promulgated under the Securities Exchange Act of 1934, as the same may be amended or supplemented from time to time (such shares, the “Exchange ActBeneficially Owned Shares”)) or securities convertible into or exercisable or exchangeable for Common Stock, and the rules and regulations promulgated thereunder), or otherwise (ii) enter into any swap, derivative hedge or other transaction similar agreement or arrangement that transfers to another, in whole or in part, any the economic consequence risk of ownership of a Relevant Security, whether the Beneficially Owned Shares or not such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration. As used herein “Relevant Security” means the Securities, any other equity security of the Company or any of its subsidiaries and any security securities convertible into, into or exercisable or exchangeable forfor 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 other such equity securitysecurities convertible into or exercisable or exchangeable for Common Stock. The foregoing restrictions set forth in this Agreement the immediately preceding paragraph shall not apply to:

EXECUTION VERSION. If the foregoing correctly sets forth is in accordance with your understandingunderstanding of our agreement, please so indicate in sign and return to the space provided below for that purposeCompany the enclosed duplicate hereof, whereupon this letter and your acceptance shall constitute represent a binding agreement among usthe Company and the several Underwriters. Very truly yours, SOLENO THERAPEUTICS, INC. AIRCASTLE LIMITED By: /s/ Xxxxx Xxxxxxxxx Xxxxxx Name: Xxxxx Xxxxxxxxx Xxxxxx Title: Chief Financial Operating Officer Accepted and General Counsel The foregoing Agreement is hereby confirmed and accepted as of the date first above written XXXXX XXXXXXX specified in Schedule I hereto. XXXXXXX, SACHS & CO. By: /s/ Xxxx Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director For itself and the other several Underwriters named in Schedule II to the foregoing Agreement. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxx Xxxxxxx Xxxxx Title: Managing Director GUGGENHEIM SECURITIES, INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Senior Managing Director On behalf of For itself and the other several Underwriters named in Schedule I hereto. Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if Option is Fully Exercised Xxxxx Xxxxxxx & Co. 1,020,000 153,000 Guggenheim Securities, LLC 1,020,000 153,000 Cantor Xxxxxxxxxx & Co. 540,000 81,000 Xxxxxxxxxxx & Co. Inc. 390,000 58,500 Xxxxxxx & Company (UK) Ltd. 30,000 4,500 Total 3,000,000 450,000 None. Firm Shares offered: 3,000,000 Additional Shares offered: 450,000 Offering Price per Firm Share and Additional Share: $46.00 Stockholders Executing Lock-Up Agreements Xxxxxx Xxxxx, Ph.D. Xxxxx Xxxxxxxxx, M.D. Xxxxxxx X. Xxxxxx Xxxx X. Xxxxxxxxx Xxxxxxx Xxxxx, XX, M.B.A. Xxxxxx Xxxxxxxx, Ph.D. Xxxxxxxx Xxxxx MD, Ph.D. Xxxxx Xxxxxxxxx Xxxxxxxx X. Xxxxxx Xxxxxxx Xxx Entities associated with The Carlyle Group, Inc. Soleno Therapeutics UK Ltd. (United Kingdom) Soleno Therapeutics Europe Ltd. (Ireland) Essentialis, Inc. (Delaware) Form of Lock-Up Agreement Xxxxx Xxxxxxx & Co. Guggenheim Securities, LLC As Representatives of the several Underwriters referred to below c/o Xxxxx Xxxxxxx & Co. 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx New York, New York 10154 c/o Guggenheim Securities, LLC 000 Xxxxxxx Xxxxxx New York, New York 10017 Soleno Therapeutics, Inc. - Lock-Up Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) relates II to the proposed offering (the “Offering”) by Soleno Therapeutics, Inc., a Delaware corporation (the “Company”), of its common stock, $0.001 par value per share (the “Stock”) and/or pre-funded warrants to purchase Stock (together, the “Securities”), pursuant to an Underwriting Agreement (the “Underwriting foregoing Agreement”) to be entered into between the Company and Xxxxx . X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxx & Co. and Guggenheim Securities, LLC, as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”). In order to induce you Xxxxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxxxx Title: Executive Director For itself and the other several Underwriters named in Schedule II to underwrite the Offeringforegoing Agreement. RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director; Head of US Leveraged Finance For itself and the undersigned hereby agrees thatother several Underwriters named in Schedule II to the foregoing Agreement. Underwriting Agreement dated March 12, without the prior written consent 2014 Registration Statement No. 333-182242 Representatives: Xxxxxxx, Sachs & Co. Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC RBC Capital Markets, LLC Title, Purchase Price and Description of Securities: Title: 5.125% Senior Notes due 2021 Principal amount: $500,000,000 Purchase price: 98.50% of the Representativesprincipal amount, during the period plus accrued interest, if any, from the date hereof until 90 days from the date of the final prospectus supplement for the Offering (the “Lock-Up Period”)March 26, the undersigned (a) will not, directly or indirectly, offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of, any Relevant Security (as defined below), and (b) will not establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any Relevant Security (in each case within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder), or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration. As used herein “Relevant Security” means the Securities, any other equity security of the Company or any of its subsidiaries and any security convertible into, or exercisable or exchangeable for, any Stock or other such equity security. The foregoing restrictions in this Agreement shall not apply to:2014 Sinking fund provisions: None.