UNDERWRITING AGREEMENTUnderwriting Agreement • September 13th, 2013 • Galena Biopharma, Inc. • 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) 17,500,000 shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) and (ii) warrants to purchase 6,125,000 shares of Common Stock (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) 2,625,000 shares of Common Stock (the “Option Shares”, and together with the Firm Shares,
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • September 13th, 2013 • Galena Biopharma, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT AGREEMENT made as of September [ ], 2013 (the “Issuance Date”), between Galena Biopharma, Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a national banking association (collectively, the “Warrant Agent”).
