0001144204-05-037655 Sample Contracts

SIRNA THERAPEUTICS, INC. and [ ], AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF
Preferred Stock Warrant Agreement • November 23rd, 2005 • Sirna Therapeutics Inc • Pharmaceutical preparations • New York

PREFERRED STOCK WARRANT AGREEMENT, dated as of between Sirna Therapeutics, Inc., a Delaware corporation (the “COMPANY”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “WARRANT AGENT”).

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SIRNA THERAPEUTICS, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF
Securities Warrant Agreement • November 23rd, 2005 • Sirna Therapeutics Inc • Pharmaceutical preparations • New York

DEBT SECURITIES WARRANT AGREEMENT, dated as of between Sirna Therapeutics, Inc., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “WARRANT AGENT”).

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SIRNA THERAPEUTICS, INC. Issuer and
Deposit Agreement • November 23rd, 2005 • Sirna Therapeutics Inc • Pharmaceutical preparations • New York

DEPOSIT AGREEMENT, dated as of [ ] among Sirna Therapeutics, Inc., a Delaware corporation, [ ], a under the laws of the State of [ ], as Depositary, and all holders from time to time of Receipts issued hereunder.

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SIRNA THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF DEPOSITARY SHARES WARRANT AGREEMENT DATED AS OF
Warrant Agreement • November 23rd, 2005 • Sirna Therapeutics Inc • Pharmaceutical preparations • New York

DEPOSITARY SHARES WARRANT AGREEMENT, dated as of between Sirna Therapeutics, Inc., a Delaware corporation (the “COMPANY”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “WARRANT AGENT”).

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SIRNA THERAPEUTICS, INC. AND [ ], AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF
Warrant Agreement • November 23rd, 2005 • Sirna Therapeutics Inc • Pharmaceutical preparations • New York

COMMON STOCK WARRANT AGREEMENT, dated as of [ ]between SIRNA THERAPEUTICS, INC., a Delaware corporation (the “COMPANY”) and [ ], a [corporation] [national banking association] organized and existing under the laws of [ ] and having a corporate trust office in [ ], as warrant agent (the “WARRANT AGENT”).

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