X0303 4 2009-10-30 0 0001061027 SUNESIS PHARMACEUTICALS INC SNSS 0001257444 ALTA BIOPHARMA PARTNERS III LP ONE EMBARCADERO CENTER, SUITE 3700 SAN FRANCISCO CA 94111 0 0 1 0 0001280234 ALTA BIOPHARMA MANAGEMENT III LLC ONE EMBARCADERO CENTER, SUITE 3700 SAN FRANCISCO CA 94111 0 0 1 0 0001280265 ALTA BIOPHARMA PARTNERS III GMBH & CO BETEILIGUNGS KG ONE EMBARCADERO CENTER, SUITE 3700 SAN FRANCISCO CA 94111 0 0 1 0 0001280238 ALTA EMBARCADERO BIOPHARMA PARTNERS III LLC ONE EMBARCADERO CENTER, SUITE 3700 SAN FRANCISCO CA 94111 0 0 1 0 0001198332 PENHOET EDWARD ONE EMBARCADERO CENTER SUITE 3700 SAN FRANCISCO CA 94111 0 0 1 0 0001198323 DELEAGE JEAN ONE EMBARCADERO CENTER SUITE 3700 SAN FRANCISCO CA 94111 0 0 1 0 0001198321 CHAMPSI FARAH ONE EMBARCADERO CENTER SUITE 3700 SAN FRANCISCO CA 94111 0 0 1 0 Series A Preferred Stock 0.22 2009-10-30 4 P 0 152576 2.20 A Common Stock 1525765 457728 D Series A Preferred Stock 0.22 2009-10-30 4 P 0 10246 2.20 A Common Stock 102470 30739 I By Fund. Series A Preferred Stock 0.22 2009-10-30 4 P 0 3760 2.20 A Common Stock 37600 11280 I By Fund. Common Stock Warrant 0.22 2009-10-30 4 P 0 1525760 0.125 A 2009-10-30 2016-10-30 Common Stock 1525765 1525760 D Common Stock Warrant 0.22 2009-10-30 4 P 0 102460 0.125 A 2009-10-30 2016-10-30 Common Stock 102470 102460 I By Fund. Common Stock Warrant 0.22 2009-10-30 4 P 0 37600 0.125 A 2009-10-30 2016-10-30 Common Stock 37600 37600 I By Fund. Acquired in the second closing private placement through Securities Purchase Agreement dated March 31, 2009 as amended, which closed on October 30, 2009. Each share of Series A Preferred Stock, which had an issue price of $2.20 per share, is initially convertible into ten shares of common stock subject to adjustment for any stock dividends, combinations, stock splits, recapitializations and the like. The Series A Preferred Stock is convertible at the election of the holder at any time after the date of ther earlier of (i) the closing of a qualifying alternative common stock financing (as defined in the applicable Certificate of Designation of the Issuer) or (ii) January 24, 2011. All outstanding shares of Series A Preferred Stock would be automatically converted into shares of common stock upon the earlier to occur of (i) the affirmative election of the holders of at least a majority of the outstanding shares of Series A Preferred Stock; (ii) the date, following the closing of a qualifying alterntive common stock financing (as defined in the Certificate of Designation of the Issuer), on which the closing bid price of the common stock equal to or at least $0.66 per share for a period of thirty trading days with an average trading volume during such period of at least 200,000 shares; or (iii) the common equity closing (as defined in the Certificate of Designation of the Issuer). No expiration date. Alta BioPharma Management III, LLC ("ABMIII") is the general partner of Alta BioPharma Partners III, L.P. ("ABPIII") and the managing limited partner of Alta BioPharma Partners III GmbH & Co. Beteiligungs KG ("ABPIIIKG"). Jean Deleage, Farah Champsi, Edward Penhoet, and Edward Hurwitz are directors of ABMIII and managers of Alta Embarcadero BioPharma Partners III, LLC ("AEBPIII" and, along with ABMIII and ABPIIIKG, the "Funds") exercise shared voting and investment power with respect to the securities held by the funds. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extent of his, her or its proportionate pecuinary interest herein. These securities are held by ABPIIIKG. These securities are held by AEBPIII. By Alta BioPharma Management III, LLC, it's General Partner, /s/ Jean Deleage, Director 2009-11-03 /s/ Jean Deleage, Director 2009-11-03 By Alta BioPharma Management III, LLC, it's Managing Limited Partners, /s/ Jean Deleage, Director 2009-11-03 /s/ Jean Deleage, Manager 2009-11-03 /s/ Edward Penhoet 2009-11-03 /s/ Jean Deleage 2009-11-03 /s/ Farah Champsi 2009-11-03