0001193125-17-003022 Sample Contracts

Lock-up Agreement

Merger Agreement • January 5th, 2017 • Oncogenex Pharmaceuticals, Inc. • In vitro & in vivo diagnostic substances • Delaware

• Contract Type
  Merger Agreement
• Filed
  January 5th, 2017
• Company
  Oncogenex Pharmaceuticals, Inc.
• Industry
  In vitro & in vivo diagnostic substances
• Jurisdiction
  Delaware

The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Achieve Life Science, Inc. (the “Company”) proposes to enter into a Merger Agreement (the “Merger Agreement”) with OncoGenex Pharmaceuticals, Inc. (“Arrow”), Ash Acquisition Sub, Inc., and Ash Acquisition Sub 2, Inc. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Merger Agreement.

CONTINGENT VALUE RIGHTS AGREEMENT

Contingent Value Rights Agreement • January 5th, 2017 • Oncogenex Pharmaceuticals, Inc. • In vitro & in vivo diagnostic substances • Delaware

• Contract Type
  Contingent Value Rights Agreement
• Filed
  January 5th, 2017
• Company
  Oncogenex Pharmaceuticals, Inc.
• Industry
  In vitro & in vivo diagnostic substances
• Jurisdiction
  Delaware

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], (this “Agreement”), is entered into by and among OncoGenex Pharmaceuticals, Inc., a Delaware corporation (“Arrow”), Achieve Life Science, Inc., a Delaware corporation (the “Company”), and [●], a [●], as Rights Agent.