Common use of EXECUTION VERSION Clause in Contracts

EXECUTION VERSION. If the foregoing is in accordance with your understanding of the agreement between the Company and the Underwriters, kindly indicate your acceptance in the space provided for that purpose below. Very truly yours, SUNESIS PHARMACEUTICALS, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: CFO and SVP Corp Dev Accepted as of the date first above written: XXXXX FARGO SECURITIES, LLC Acting on its own behalf and as Representative of the several Underwriters referred to in the foregoing Agreement. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director Xxxxx Fargo Securities, LLC 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 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, and for good and valuable consideration, the receipt and sufficiency of 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 the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of 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 Common Stock (including, without limitation, Common 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 the agreement between our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Underwriters, kindly indicate your acceptance Company in the space provided for that purpose belowaccordance with its terms. Very truly yours, SUNESIS PHARMACEUTICALS, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: CFO and SVP Corp Dev Accepted as of the date first above written: XXXXX FARGO SECURITIES, LLC Acting on its own behalf and as Representative of the several Underwriters referred to in the foregoing Agreement. MidAmerican Energy Holdings Company By: /s/ Xxxxx Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director Xxxxx Fargo Securities, LLC 13,800,000 Xxxxxxxxxxx & Co. Vice President and Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. Xxxxxx Securities 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 000 Xxxx Xxxxxx, 0xx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 As as Representative of the Several Underwriters Reseveral Initial Purchasers X.X. Xxxxxx Securities Inc. By: Sunesis Pharmaceuticals, Inc. Dear Sirs/s/ Xxxxxx Xxxxxxxxx Name: This Agreement is being delivered Xxxxxx Xxxxxxxxx Title: Vice President (Registration Rights Agreement) Each broker-dealer that receives Exchange Securities for its own account pursuant to you the Exchange Offer must acknowledge that it will deliver a prospectus in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Sunesis Pharmaceuticals, Inc.any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, 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 broker-dealer 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 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 the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of 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 Common Stock (including, without limitation, Common Stock which may not be deemed to be beneficially owned by admit that it is an “underwriter” within the undersigned in accordance with the rules and regulations promulgated under meaning of the Securities Exchange Act of 1934Act. This Prospectus, as the same it may be amended or supplemented from time to time (time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where 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 Initial Securities were acquired by the undersigned such broker-dealer as a result of market-making activities 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 Stockother trading activities. The restrictions set forth Company has agreed that, for a period of 120 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in the immediately preceding paragraph shall not apply to:connection with any such resale. See “Plan of Distribution.”

EXECUTION VERSION. If the foregoing is in accordance with your understanding of the agreement between the Company and the Underwriters, kindly indicate your acceptance in the space provided for that purpose below. Very truly yours, SUNESIS PHARMACEUTICALS, INC. By: /s/ Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxx, Xx. Name: Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxx, Xx. Title: CFO CEO and SVP Corp Dev President Accepted as of the date first above written: XXXXX AND COMPANY, LLC Acting on its own behalf and as Representative of the several Underwriters referred to in the foregoing Agreement. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director XXXXX FARGO SECURITIES, LLC Acting on its own behalf and as Representative of the several Underwriters referred to in the foregoing Agreement. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director Name Number of Shares of Stock to be Purchased Number of Warrants to be Purchased Xxxxx and Company, LLC 1,050 525,000 Xxxxx Fargo Securities, LLC 13,800,000 950 475,000 Xxxxxxxxxxx & Co. Inc. 9,200,000 Total 23,000,000 500 250,000 Total: 2,500 1,250,000 None. Firm Stock to be Sold: 23,000,000 2,500 Shares of Common Stock Optional Stock Warrants to be Sold: 3,450,000 Shares Warrants to purchase 1,250,000 shares of Common Stock Offering Price: $0.50 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: 6.05.0% Simultaneous Public Offering of Preferred Common Stock/Warrants: $8.5 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 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 and Company, LLC and Xxxxx Fargo Securities, LLC (the “RepresentativeRepresentatives”), relating to the proposed public offering of shares of the common stock, par value $0.0001 per share (the “Common Stock”) of the CompanyCompany 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, and for good and valuable consideration, the receipt and sufficiency of 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 60th day after the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the RepresentativeRepresentatives, 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 Common Stock (including, without limitation, Common 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 Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between among the Company several Initial Purchasers, the Issuer and the Underwriters, kindly indicate your acceptance Guarantor in the space provided for that purpose belowaccordance with its terms. Very truly yours, SUNESIS PHARMACEUTICALS, INC. XXXXXX PETROLEUM COMPANY By: /s/ Xxxxxxx Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx Xx. Title: President, Chief Financial Officer and Treasurer XXXXXX PETROLEUM OPERATING COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxxx Xxxxxx X. Xxxxx Xx. Title: CFO President, Chief Financial Officer and SVP Corp Dev Accepted Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written: XXXXX FARGO SECURITIES, . X.X. XXXXXX SECURITIES 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 Xxxxx Fargo Securities, LLC 13,800,000 Xxxxxxxxxxx & Co. Inc. 9,200,000 Total 23,000,000 None. Firm Stock Each broker-dealer that receives Exchange Securities for its own account pursuant 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 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 Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Sunesis Pharmaceuticals, Inc.any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, 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 broker-dealer 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 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 the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of 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 Common Stock (including, without limitation, Common Stock which may not be deemed to be beneficially owned by admit that it is an “underwriter” within the undersigned in accordance with the rules and regulations promulgated under meaning of the Securities Exchange Act of 1934Act. This Prospectus, as the same it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time (to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such sharesInitial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the effective date of the Exchange Offer Registration Statement, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until 90 days after the consummation of the Registered Exchange Offer, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the “Beneficially Owned Shares”)Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents as provided in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or securities convertible into concessions of any brokers or exercisable or exchangeable for Common Stockdealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in partincluding liabilities under the Securities Act. ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the economic risk undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of ownership Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning 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:Securities Act.

EXECUTION VERSION. If the foregoing is in accordance with your understanding of the agreement between the Company and the Underwriters, kindly indicate your acceptance in the space provided for that purpose below. Very truly yours, SUNESIS PHARMACEUTICALS, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: CFO and SVP Corp Dev Accepted as of the date first above written: XXXXX FARGO SECURITIES, LLC Acting on its own behalf and as Representative of the several Underwriters referred to in the foregoing Agreement. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director Xxxxx Fargo Securities, LLC 13,800,000 10,200 Xxxxxxxxxxx & Co. Inc. 9,200,000 6,800 Total 23,000,000 17,000 None. Firm Stock to be Sold: 23,000,000 17,000 Shares of Common Stock Optional Stock to be Sold: 3,450,000 Shares of Common 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 Preferred Common Stock: $8.5 11.5 million gross proceeds Form of Lock-Up Agreement Xxxxx Fargo Securities, LLC 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, and for good and valuable consideration, the receipt and sufficiency of 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 the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of 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 Common Stock (including, without limitation, Common 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 the agreement between our agreement, kindly sign and return to the Company and the Underwritersenclosed copies hereof, kindly indicate your acceptance whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in the space provided for that purpose belowaccordance with its terms. Very truly yours, SUNESIS PHARMACEUTICALSArch Coal, INC. Inc. By: /s/ Xxxx X. Xxxxxxx X. Xxxxx Name: Xxxx X. Xxxxxxx X. Xxxxx Title: CFO Senior Vice President and SVP Corp Dev Accepted Chief Financial Officer Arch Reclamation Services, Inc. Ark Land Company Western Energy Resources, Inc. Ark Land LT, Inc. Ark Land WR, Inc. Ark Land KH, Inc. Allegheny Land Company Arch Coal Sales Company, Inc. Arch Energy Resources, LLC Arch Coal Terminal, Inc. Ashland Terminal, Inc. Cumberland River Coal Company Lone Mountain Processing, Inc. Coal-Mac, Inc. Xxxxx Xxxxx Coal Company Mountain Gem Land, Inc. Mountain Mining, Inc. Mountaineer Land Company Prairie Holdings, Inc. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written: XXXXX FARGO SECURITIES, . Banc of America Securities LLC Citigroup Global Markets Inc. Xxxxxx Xxxxxxx & Co. Incorporated X.X. Xxxxxx Securities Inc. Acting on its own behalf of itself and as Representative the Representatives of the several Underwriters referred Initial Purchasers named in Schedule A to in the foregoing Agreement. Purchase Agreement By: Banc of America Securities LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Xxx Xxxxxxxx Managing Director Xxxxx Fargo Securities, LLC 13,800,000 Xxxxxxxxxxx & Co. Inc. 9,200,000 Total 23,000,000 None. Firm Stock Each Broker-Dealer that receives New Securities for its own account pursuant 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 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 Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Sunesis Pharmaceuticals, Inc.any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, 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 Broker-Dealer 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 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 the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of 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 Common Stock (including, without limitation, Common Stock which may not be deemed to be beneficially owned by admit that it is an “underwriter: within the undersigned in accordance with the rules and regulations promulgated under meaning of the Securities Exchange Act of 1934Act. This Prospectus, as the same it may be amended or supplemented from time to time (time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where 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 Securities were acquired by the undersigned such Broker-Dealer as a result of market-making activities 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 Stockother trading activities. The restrictions set forth Company and the Guarantors have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in the immediately preceding paragraph shall not apply to:connection with any such resale. See “Plan of Distribution”. Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution”.