0001193125-17-198596 Sample Contracts

SUNESIS PHARMACEUTICALS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20 Debt Securities
Indenture • June 8th, 2017 • 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 • June 8th, 2017 • 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 • June 8th, 2017 • 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 [ ], 20
Warrant Agreement • June 8th, 2017 • 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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