PRE-FUNDED COMMON STOCK PURCHASE WARRANT ONCONOVA THERAPEUTICS, INC.Onconova Therapeutics, Inc. • April 30th, 2018 • Pharmaceutical preparations • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (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 date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”), but not thereafter, to subscribe for and purchase from Onconova Therapeutics, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE WARRANT ONCONOVA THERAPEUTICS, INC.Onconova Therapeutics, Inc. • April 30th, 2018 • Pharmaceutical preparations • New York
THIS PREFERRED STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, or its assigns (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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the 18-month anniversary of the date (the “Charter Amendment Date”) on which the Company (as defined below) publicly announces through the filing of a Current Report on Form 8-K that the amendment to the Company’s certificate of incorporation to sufficiently increase the Company’s authorized shares of Common Stock to cover the conversion of all then-outstanding shares of Preferred Stock into Common Stock has been filed with the Secretary of State of the State of Delaware (the “Termination Date”), provided that, if such date is not a Trading Day, the Termination Date should be the immediately following Trading Day but not thereafter, to
46,588,234 Shares of Common Stock Pre-Funded Warrants to Purchase 12,235,295 Shares of Common Stock and 58,823,529 Warrants to Purchase 1,470,588.225 Shares of Series B Convertible Preferred Stock Onconova Therapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • April 30th, 2018 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • New York
Onconova Therapeutics, Inc. a Delaware corporation (the “Company”), proposes to issue and sell to H.C. Wainwright & Co., LLC (the “Underwriter”) an aggregate of 46,588,234 Units (as defined below) and 12,235,295 Pre-Funded Units (as defined below) representing (i) an aggregate of (a) 46,588,234 shares (the “Firm Shares”) of the common stock, par value $0.01 per share, of the Company (“Common Stock”) and (b) pre-funded warrants to purchase 12,235,295 shares of Common Stock at an exercise price of $0.01 per share (the “Pre-Funded Warrants”); and (ii) 58,823,529 warrants (the “Firm Warrants” and, collectively with the Firm Shares and the Pre-Funded Warrants, the “Firm Securities”) to purchase an aggregate of 1,470,588.225 shares of the Series B Convertible Preferred Stock, par value $0.01 per share, of the Company (“Series B Preferred Stock”). The amount and form of the Firm Securities to be purchased by the Underwriter is set forth opposite its name on Schedule I hereto. The Company also
LOCK-UP WAIVER AGREEMENTLock-Up Waiver Agreement • April 30th, 2018 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • New York
This LOCK-UP WAIVER AGREEMENT (this “Waiver Agreement”) is made as of April 16, 2018, by and among Onconova Therapeutics, Inc. (the “Company”), H.C. Wainwright & Co., LLC (the “Underwriter”) and each of the warrantholders identified on the signature pages hereto (collectively, the “Warrantholders”). Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in the Underwriting Agreement referred to below.
