0001390478-16-000146 Sample Contracts

SENIOR SECURED DEBENTURE
Galena Biopharma, Inc. • August 23rd, 2016 • Pharmaceutical preparations • New York

THIS AMENDED AND RESTATED 9% ORIGINAL ISSUE DISCOUNT SENIOR SECURED DEBENTURE of Galena Biopharma, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 2000 Crow Canyon Place, Suite 380, San Ramon, CA 94583 (this debenture, as amended, restated, supplemented or otherwise modified from time to time, the “Debenture”) is issued pursuant to the Purchase Agreement (as defined below). The date of this amendment and restatement is August 22, 2016.

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AMENDMENT AGREEMENT
Amendment Agreement • August 23rd, 2016 • Galena Biopharma, Inc. • Pharmaceutical preparations • New York

This Amendment Agreement (“Agreement”), dated as of August 22, 2016, is made by and between JGB (Cayman) Newton Ltd. (the "Holder"), Galena Biopharma, Inc., a Delaware corporation (the “Company”), JGB Collateral LLC, a Delaware limited liability company (the “Agent”), as agent for the Holder, and each entity executing this Agreement as a Guarantor.

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