Common use of Schedule I Clause in Contracts

Schedule I. Underwriters Number of Shares to be Purchased Number of Pre- funded Warrants to be Purchased Number of Common Warrants to be Purchased Cantor Xxxxxxxxxx & Co. 3,251,375 2,220,625 5,472,000 Xxxxxxxxxxx & Co. Inc. 3,251,375 2,220,625 5,472,000 Maxim Group LLC 342,250 233,750 576,000 Total 6,845,000 4,675,000 11,520,000 Schedule II Schedule of Directors, Officers and Stockholders Subject to Lock-Up: Executive Officers Xxxxxxx X. Xxxxxxxx, M.D., Sc.D. h.c. Xxxx Xxxx Xxxxxxxx X. Xxxxxx, M.D., Ph.D., FACP Xxxxxxx X. Xxxx Non-Employee Directors Xxxx Xxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxx Xxxxx Xxxxx X. Xxxxxxxxxx, M.D., Ph.D. Xxxxxx X. Xxx Xxxxxxxx Xxxx Xxxxxx Significant Stockholders Equilibria Capital Management Limited and affiliates (EQC Private Markets SAC Fund Ltd—EQC Biotech Sely I Fund; EQC Private Markets SAC Fund II Ltd—EQC Biotech Sely S Fund, EQC Private Markets SAC Fund Ltd—EQC Biotech Sely II Fund, EQC Private Markets II SAC Fund Ltd—EQC Biotech Sely III Fund, Varibobi Financial Holdings Limited, and Xxxxxx Xxxxx) EXHIBIT A – Form of Lock-Up Agreement , 2018 Cantor Xxxxxxxxxx & Co. Xxxxxxxxxxx & Co. Inc. As Representatives of the several Underwriters, c/o Cantor Xxxxxxxxxx & Co. 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Oppenheimer & Co. Inc. 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between SELLAS Life Sciences Group, Inc., a Delaware corporation (the “Company”), and you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of common stock, $0.0001 par value per share (the “Common Stock”) and warrants to purchase Common Stock, of the Company (the “Offering”). In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Cantor Xxxxxxxxxx & Co. and Xxxxxxxxxxx & Co. Inc. (the “Representatives”), offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned), directly or indirectly, in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission (the “SEC”) other than any Registration Statement on Form S-8 or Form S-4, for a period from the date hereof until 90 days after the date of the Underwriting Agreement (the “Lock Up Period”), other than:

Schedule I. Underwriters Number of Shares Underwritten Securities to be Purchased Number of Pre- funded Warrants to be Purchased Number of Common Warrants to be Purchased RBC Capital Markets, LLC. Cantor Xxxxxxxxxx & Co. 3,251,375 2,220,625 5,472,000 Xxxxxxxxxxx & Co. Inc. 3,251,375 2,220,625 5,472,000 Maxim Group LLC 342,250 233,750 576,000 Total 6,845,000 4,675,000 11,520,000 Schedule II Schedule of Directors, Officers and Stockholders Subject to Lock-Up: Executive Officers Xxxxxxx X. Xxxxxxxx, M.D., Sc.D. h.c. Xxxx Xxxx Xxxxxxxx X. Xxxxxx, M.D., Ph.D., FACP Xxxxxxx X. Xxxx Non-Employee Directors Xxxx Xxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxx Xxxxx Xxxxx X. Xxxxxxxxxx, M.D., Ph.D. Xxxxxx X. Xxx Xxxxxxxx Xxxx Xxxxxx Significant Stockholders Equilibria Capital Management Limited and affiliates (EQC Private Markets SAC Fund Ltd—EQC Biotech Sely I Fund; EQC Private Markets SAC Fund II Ltd—EQC Biotech Sely S Fund, EQC Private Markets SAC Fund Ltd—EQC Biotech Sely II Fund, EQC Private Markets II SAC Fund Ltd—EQC Biotech Sely III Fund, Varibobi Financial Holdings Limited, and Xxxxxx Xxxxx) EXHIBIT A – Form of Lock-Up Agreement , 2018 RBC Capital Markets, LLC Cantor Xxxxxxxxxx & Co. Xxxxxxxxxxx & Co. Inc. As Representatives of the several Underwriters, c/o Cantor Xxxxxxxxxx & Co. RBC Capital Markets, LLC 000 Xxxx Xxxxx Xxxxxx Xxx XxxxNew York, XX 00000 c/o Oppenheimer & Co. Inc. 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 New York 10281-8098 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between SELLAS Life Sciences Group, Inc., a Delaware corporation (the “Company”), and you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of common stock, $0.0001 par value per share (the “Common Stock”) and warrants to purchase Common Stock), of the Company (the “Offering”). In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of RBC Capital Markets, LLC, and Cantor Xxxxxxxxxx & Co. and Xxxxxxxxxxx & Co. Inc. (the “Representatives”), offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned), directly or indirectly, in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission (the “SEC”) other than any Registration Statement on Form S-8 or Form S-4, for a period from the date hereof until 90 days after the date of the Underwriting Agreement (the “Lock Up Period”), other than:

Schedule I. Underwriters Number of Shares to be Purchased Number of Pre- funded Warrants to be Purchased Number of Common Warrants to be Purchased Cantor Xxxxxxxxxx & Co. 3,251,375 2,220,625 5,472,000 Xxxxxxxxxxx & Co. Inc. 3,251,375 2,220,625 5,472,000 Maxim Group LLC 342,250 233,750 576,000 Total 6,845,000 4,675,000 11,520,000 Schedule II Schedule of Directors, Officers and Stockholders Subject to Lock-Up: Executive Officers Xxxxxxx X. Xxxxxxxx, M.D., Sc.D. h.c. Xxxx Xxxx Xxxxxxxx X. Xxxxxx, M.D., Ph.D., FACP Xxxxxxx X. Xxxx Non-Employee Directors Xxxx Xxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxx Xxxxx Xxxxx X. Xxxxxxxxxx, M.D., Ph.D. Xxxxxx X. Xxx Xxxxxxxx Xxxx Xxxxxx Significant Stockholders Equilibria Capital Management Limited and affiliates (EQC Private Markets SAC Fund Ltd—EQC Biotech Sely I Fund; EQC Private Markets SAC Fund II Ltd—EQC Biotech Sely S Fund, EQC Private Markets SAC Fund Ltd—EQC Biotech Sely II Fund, EQC Private Markets II SAC Fund Ltd—EQC Biotech Sely III Fund, Varibobi Financial Holdings Limited, and Xxxxxx Xxxxx) EXHIBIT A – Form of Lock-Up Agreement , 2018 Cantor Xxxxxxxxxx & Co. Xxxxxxxxxxx & Co. Inc. As Representatives of the several Underwriters, c/o Cantor Xxxxxxxxxx & Co. 000 Xxxx Xxxxxx Xxx XxxxNew York, XX 00000 c/o Oppenheimer & Co. Inc. 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 NY 10022 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between SELLAS Life Sciences Group, Inc., a Delaware corporation (the “Company”), and you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of common stock, $0.0001 par value per share (the “Common Stock”) and warrants to purchase Common Stock), of the Company (the “Offering”). In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Cantor Xxxxxxxxxx & Co. and Xxxxxxxxxxx & Co. Inc. (the “Representatives”), offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned), directly or indirectly, in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission (the “SEC”) other than any Registration Statement on Form S-8 or Form S-4, for a period from the date hereof until 90 days after the date of the Underwriting Agreement (the “Lock Up Period”), other than: