LORUS THERAPEUTICS INC. PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 3rd, 2010 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • New York
Lorus Therapeutics Inc. (the “Company”), a corporation continued under the laws of Canada, proposes to sell to certain purchasers (each a “Purchaser” and, collectively, the “Purchasers”), pursuant to the terms of this Placement Agency Agreement (this “Agreement”) and, with respect to purchasers in the United States, the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”), up to an aggregate of · units (the “Units”) with each Unit consisting of (i) one common share (a “Share” and, collectively, the “Shares”), without nominal or par value (the “Common Shares”), of the Company and (ii) one-half of one common share purchase warrant (a “Warrant” and, collectively, the “Warrants”). Each whole Warrant will entitle the holder to purchase one (1) Common Share at an initial exercise price of US$ · per Common Share, subject to adjustment pursuant to the terms of the Warrants. The Warrants shall be in substantially the form of Exhibit B attached hereto.
COMMON SHARE PURCHASE WARRANT LORUS THERAPEUTICS INC.Common Share Purchase Warrant • June 3rd, 2010 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • New York
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date set forth above, (the “Initial Exercise Date”) and on or prior to 5:00:00 p.m, Eastern time on ·, 2015 [the 5 year anniversary of the Issue Date] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Lorus Therapeutics Inc., a corporation incorporated under the laws of Canada (the “Company”), up to [ ] common shares (the “Warrant Shares”) in the capital of the Company. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
