THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANTZiopharm Oncology Inc • May 3rd, 2006 • Services-specialty outpatient facilities, nec • New York
ZIOPHARM Oncology, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that [ ], or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after May 3, 2006 and on or before 5:00 p.m. (Eastern time) on May 3, 2011 (the “Exercise Period”), [ ] shares of Common Stock, $0.001 par value per share, of the Company (“Common Stock”), at a purchase price of $5.56 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively. This Warrant is one of a series of Warrants issued by the Company in connection with a private placement of Common Stock and Warrants of like tenor, except as to the number of shares of Common Stock subject there
Form of Placement Agent WarrantZiopharm Oncology Inc • May 3rd, 2006 • Services-specialty outpatient facilities, nec • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.
SUBSCRIPTION AGREEMENTSubscription Agreement • May 3rd, 2006 • Ziopharm Oncology Inc • Services-specialty outpatient facilities, nec • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the date set forth on the signature page hereof between ZIOPHARM Oncology, Inc., a Delaware corporation having a place of business at 1180 Avenue of the Americas, 19th Floor, New York, New York 10036 (the “Company”), and the undersigned (the “Subscriber”).
