0001144204-15-008131 Sample Contracts

8,300,000 shares of Common Stock and Warrants to Purchase 8,300,000 Shares of Common Stock Threshold Pharmaceuticals, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • February 12th, 2015 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • New York

The undersigned acknowledges and agrees that written notice by Jefferies to the Company of any extension of the 90-day initial lock-up period will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this letter agreement during the period from the date of this letter agreement through the close of trading on the date that is the 34th day following the expiration of the 90-day initial lock-up period, the undersigned will give notice thereof to the Company and will not consummate any such transaction or take any such action unless the undersigned has received written confirmation from the Company that the Lock-Up Period has expired.

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