0001193125-13-149493 Sample Contracts

Sunesis Pharmaceuticals, Inc., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [·], 20 Debt Securities
Indenture • April 10th, 2013 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations • New York

INDENTURE, dated as of [·], 20 , among Sunesis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):

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SUNESIS PHARMACEUTICALS, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF
Preferred Stock Warrant Agreement • April 10th, 2013 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [—], between SUNESIS PHARMACEUTICALS, 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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SUNESIS PHARMACEUTICALS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF
Common Stock Warrant Agreement • April 10th, 2013 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [—], between SUNESIS PHARMACEUTICALS, 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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SUNESIS PHARMACEUTICALS, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF
Warrant Agreement • April 10th, 2013 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [—], between SUNESIS PHARMACEUTICALS, 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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