24,358,974 Shares GALENA BIOPHARMA, INC. Common Stock and Warrants to Purchase up to 12,179,487 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 16th, 2015 • Galena Biopharma, Inc. • Pharmaceutical preparations • New York
In addition, the undersigned hereby waives, from the date hereof until the expiration of the Lock-Up Period, any and all rights, if any, to request or demand registration pursuant to the Securities Act of any Securities of Common Stock or securities convertible into or exercisable or exchangeable for any equity securities of the Company that are registered in the name of the undersigned or that are Beneficially Owned Securities. In order to enable the aforesaid covenants to be enforced, the undersigned hereby consents to the placing of legends and/or stop transfer orders with the transfer agent of the Common Stock with respect to any Securities of Common Stock, securities convertible into or exercisable or exchangeable for any equity securities of the Company or Beneficially Owned Securities.
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • March 16th, 2015 • Galena Biopharma, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT AGREEMENT made as of March 18, 2015 (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”).
