Common use of Form of Notice of Exercise of Warrant Clause in Contracts

Form of Notice of Exercise of Warrant. 1. The undersigned Holder hereby exercises its right to purchase ___________ shares of the [Common] / [Series ______ Preferred] [circle one] Stock of __________________ (the “Company”) in accordance with the attached Warrant To Purchase Stock, and tenders payment of the aggregate Exercise Price for such shares as follows: [ ] Check in the amount of $________ payable to order of the Company enclosed herewith [ ] Wire transfer of immediately available funds to the Company’s account [ ] Cashless exercise pursuant to Section 2.2 of the Warrant, resulting in the issuance of __________________ shares of the [Common] / [Series ______ Preferred] [circle one] Stock of the Company [ ] Other [Describe] __________________________________________

Form of Notice of Exercise of Warrant. 1. The undersigned Holder hereby exercises its right to purchase ___________ shares of the [Common] / [Series ______ Preferred] [circle one] Stock of __________________ (the “Company”) in accordance with the attached Warrant To Purchase Stock, and tenders payment of the aggregate Exercise Price for such shares as follows: [ ] ¨ Check in the amount of $________ payable to order of the Company enclosed herewith [ ] ¨ Wire transfer of immediately available funds to the Company’s account [ ] ¨ Cashless exercise pursuant to Section 2.2 of the Warrant, resulting in the issuance of __________________ shares of the [Common] / [Series ______ Preferred] [circle one] Stock of the Company [ ] ¨ Other [Describe] __________________________________________

Form of Notice of Exercise of Warrant. 1. a. The undersigned Holder hereby exercises its right to purchase ___________ shares of the [Common] / [Series ______ Preferred] [circle one] Common Stock of __________________ ZIOPHARM Oncology, Inc. (the “Company”) in accordance with the attached Amended and Restated Warrant To to Purchase StockStock (the “Warrant”), and tenders payment of the aggregate Exercise Price for such shares as follows: [ ] Check in the amount of $________ payable to the order of the Company enclosed herewith [ ] Wire transfer of immediately available funds to the Company’s account [ ] Cashless exercise pursuant to Section 2.2 of the Warrant, resulting in the issuance of __________________ shares of the [Common] / [Series ______ Preferred] [circle one] Common Stock of the Company [ ] Other [Describe] __________________________________________

Form of Notice of Exercise of Warrant. 1. The undersigned Holder hereby exercises its right to purchase ___________ shares purchase________shares of the [CommonOrdinary] / [Series ______ PreferredSeries______Preferred] [circle one] Stock of __________________ (the Shares of______________(the “Company”) in accordance with the attached Warrant To Purchase StockShares, and tenders payment of the aggregate Exercise Price for such shares as follows: [ ] Check in the amount of $________ _payable to order of the Company enclosed herewith [ ] Wire transfer of immediately available funds to the Company’s account [ ] Cashless exercise pursuant to Section 2.2 of the Warrant, resulting in the issuance of __________________ shares of the [CommonOrdinary] / [Series ______ PreferredSeries__________Preferred] [circle one] Stock Shares of the Company [ ] Other [Describe] __________________________________________