OncoGenex Pharmaceuticals, Inc. 3,174,602 Shares Warrants to Purchase 1,587,301 Shares Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • October 19th, 2010 • Oncogenex Pharmaceuticals, Inc. • In vitro & in vivo diagnostic substances • New York
OncoGenex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Stifel, Nicolaus & Company, Incorporated is acting as representative (the “Representative”), an aggregate of 3,174,602 units (the “Units”), with each Unit consisting of (i) one share of common stock, par value $0.001, of the Company (the “Common Stock”), and (ii) one-half (1/2) of a warrant in the form attached hereto as Exhibit E. Each whole warrant (a “Warrant”) will entitle the holder to purchase one share of Common Stock (a “Warrant Share”).
ONCOGENEX PHARMACEUTICALS INC. Warrant To Purchase Common StockOncogenex Pharmaceuticals, Inc. • October 19th, 2010 • In vitro & in vivo diagnostic substances • New York
OncoGenex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, _______________________, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof (the “Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), ______________ (_____________)1 fully paid and nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Sec
