FORM OF WARRANT AGREEMENTForm of Warrant Agreement • January 7th, 2016 • Galena Biopharma, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT AGREEMENT made as of January [ ], 2016 (the “Issuance Date”), between Galena Biopharma, Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (and together with Computershare, the “Warrant Agent”).
19,772,727 Shares GALENA BIOPHARMA, INC. Common Stock and Warrants to Purchase up to 11,863,636 Shares of Common Stock UNDERWRITING AGREEMENTGalena Biopharma, Inc. • January 7th, 2016 • Pharmaceutical preparations • New York
Galena Biopharma, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of (i) 19,772,727 shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) and (ii) warrants to purchase 11,863,636 shares of Common Stock on the terms and conditions set forth in the Warrant Agreement (as defined herein) (the “Firm Warrants”, and together with the Firm Shares, the “Firm Securities”). All of the Firm Securities are to be issued and sold by the Company. The respective amounts of the Firm Securities to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional (i) 2,965
