EX-10.23





 Exhibit 10.23 

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR
THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE
COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION. 
 WARRANT TO PURCHASE STOCK 

 

					
	Company: VIRACTA THERAPEUTICS, INC.
		
	 Number of Shares:
	 	A number of Shares equal to $125,000 divided by the Warrant Price, rounded down to the nearest whole number, plus all Additional Shares which Holder is entitled to purchase pursuant to Section 1.8
		
	Type/Series of Stock:	 	Series D Preferred, until the Company closes the Next Round or if the Company does not close the Next Round on or before July 1, 2021; or Next Round Stock, if the Company closes the Next Round by no later than
July 1, 2021. As used herein “Next Round Stock” means the class of stock sold by the Company to investors in connection with the Next Round, and “Next Round” means the Company’s next bona fide round of equity financing
resulting in net cash proceeds to the Company of not less than $1,000,000. For purposes of clarification, if an Acquisition occurs prior to the earlier of (i) the closing of the Next Round or (ii) July 1, 2021, this Warrant shall be
exercisable for Series D Preferred stock and shall be treated in accordance with Section 1.6 below.
		
	Warrant Price:     	 	$0.9788 per share (if Series D Preferred), or the Next Round Price (if Next Round Stock). As used herein, “Next Round Price” means the lowest cash price per share paid by any investor for the Next Round Stock
in connection with the Next Round.
		
	Issue Date:     	 	July 30, 2020
		
	Expiration Date:	 	July 30, 2030 See also Section 5.1(b).
		
	Credit Facility:	 	This Warrant to Purchase Stock (“Warrant”) is issued in connection with that certain Loan and Security Agreement of even date herewith between Silicon Valley Bank and the Company (as amended,
restated, supplemented or otherwise modified from time to time, the “Loan Agreement”).

 THIS WARRANT CERTIFIES THAT, for good and valuable consideration, SILICON VALLEY BANK (together with any
successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase the number of fully paid and non-assessable
shares (the “Shares”) of the above-stated Type/Series of Stock (the “Class”) of the above-named company (the “Company”) at the above-stated Warrant Price, all as set forth above
and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. Reference is made to Section 5.4 of this Warrant whereby Silicon Valley Bank shall transfer this
Warrant to its parent company, SVB Financial Group. 

  
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 SECTION 1. EXERCISE. 

1.1    Method of Exercise. Holder may at any time and from time to time exercise this Warrant, in whole or in part,
by delivering to the Company this Warrant together with a duly executed Notice of Exercise in substantially the form attached hereto as Appendix 1 and, unless Holder is exercising this Warrant pursuant to a cashless exercise set forth in
Section 1.2, a check, wire transfer of same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being
purchased. In no event shall an original ink-signed paper copy of this Warrant be required for any exercise of a Holder’s rights hereunder, nor shall this Warrant or any physical copy thereof be required
to be physically surrendered at the time of any exercise hereof. 
 1.2    Cashless Exercise. On any exercise of
this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of
this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the
following formula: 
  

					
		 	 X = Y(A-B)/A
	 	

 where: 
  

					
		 	X =	  	the number of Shares to be issued to the Holder;
			
		 	Y =	  	the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price);
			
		 	A =	  	the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and
			
		 	B =	  	the Warrant Price.

 1.3    Fair Market Value. If the Company’s common stock is then traded or
quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market (a “Trading Market”) and the
Class is common stock, the fair market value of a Share shall be the closing price or last sale price of a share of common stock reported for the Business Day immediately before the date on which Holder delivers this Warrant together with its
Notice of Exercise to the Company. If the Company’s common stock is then traded in a Trading Market and the Class is a series of the Company’s convertible preferred stock, the fair market value of a Share shall be the closing price or
last sale price of a share of the Company’s common stock reported for the Business Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company multiplied by the number of shares of
the Company’s common stock into which a Share is then convertible. If the Company’s common stock is not traded in a Trading Market, the Board of Directors of the Company shall determine the fair market value of a Share in its reasonable
good faith judgment. 
 1.4    Delivery of Certificate and New Warrant. Within a reasonable time after Holder
exercises this Warrant in the manner set forth in Section 1.1 or 1.2 above, the Company shall deliver to Holder a certificate representing the Shares issued to Holder upon such exercise and, if this Warrant has not been fully exercised and has
not expired, a new warrant of like tenor representing the Shares not so acquired. 

  
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 1.5    Replacement of Warrant. 

(a)    Paper Original Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form, substance and amount to the Company or, in the case of mutilation, on surrender of this
Warrant to the Company for cancellation, the Company shall, within a reasonable time, execute and deliver to Holder, in lieu of this Warrant, a new warrant of like tenor and amount. 

(b)    Electronic Original Warrant. If at any time this Warrant is rejected by any person (including but not limited to,
paying or escrow agents) or any such person fails to comply with the terms of this Warrant based on this Warrant being presented to such person as an electronic record, a printout thereof, or any signature hereto being in electronic form, the
Company, shall, promptly upon Holder’s request without indemnity, execute and deliver to Holder, in lieu of electronic original versions of this warrant, a new warrant of like tenor and amount in paper form with original signatures. 

1.6    Treatment of Warrant Upon Acquisition of Company. 

(a)    Acquisition. For the purpose of this Warrant, “Acquisition” means any transaction or
series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or
entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger,
consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization; or (iii) any sale or other
transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power. For the avoidance of doubt, “Acquisition” shall exclude any transaction or series of
transactions in which the Company sells and issues its capital stock to venture capital investors, for capital raising purposes, in a bona fide round of preferred stock financing. 

(b)    Treatment of Warrant at Acquisition. In the event of an Acquisition in which the consideration to be
received by the Company’s stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), and the fair market value of one Share as
determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date immediately prior to such Cash/Public Acquisition, and Holder has not exercised this Warrant pursuant to Section 1.1 above as to
all Shares, then this Warrant shall automatically be deemed to be cashless exercised pursuant to Section 1.2 above as to all Shares effective immediately prior to and contingent upon the consummation of a Cash/Public Acquisition. In connection
with such cashless exercise, Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as of the date thereof and the Company shall promptly notify the Holder of the number of Shares (or such
other securities) issued upon exercise. In the event of a Cash/Public Acquisition where the fair market value of one Share as determined in accordance with Section 1.3 above would be less than the Warrant Price in effect immediately prior to
such Cash/Public Acquisition, then this Warrant will expire immediately prior to the consummation of such Cash/Public Acquisition. 

  
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 (c)    Upon the closing of any Acquisition other than a Cash/Public
Acquisition defined above, the acquiring, surviving or successor entity shall assume the obligations of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have been paid for the
Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the provisions of this
Warrant. 
 (d)    As used in this Warrant, “Marketable Securities” means securities meeting all
of the following requirements: (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is
then current in its filing of all required reports and other information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by Holder in connection with the Acquisition
were Holder to exercise this Warrant on or prior to the closing thereof is then traded in Trading Market, and (iii) following the closing of such Acquisition, Holder would not be restricted from publicly
re-selling all of the issuer’s shares and/or other securities that would be received by Holder in such Acquisition were Holder to exercise or convert this Warrant in full on or prior to the closing of
such Acquisition, except to the extent that any such restriction (x) arises solely under federal or state securities laws, rules or regulations, and (y) does not extend beyond six (6) months from the closing of such Acquisition. 

1.7    “Pay to Play”. In the event that any “pay to play” terms or conditions (i.e. terms or
conditions that require a holder of the Company’s Preferred Stock to purchase securities in a future round of equity financing or else lose the benefit of such rights, preferences and/or privileges such as anti-dilution protection applicable to
the shares of Preferred Stock issuable upon the exercise of this Warrant or have such shares of Preferred Stock automatically convert to common stock or convert to another class and series of the Company’s capital stock), are triggered in
connection with the consummation of a Down Round (as defined below) or otherwise after the date hereof, then in such event, this Warrant, only to the extent of Shares not previously exercised, shall automatically adjust to provide the Holder with
the same securities and/or rights that the Holder would have received had the Holder participated in the Down Round or other round of equity financing to its full pro rata share with respect to the Preferred Stock issuable upon exercise of this
Warrant (e.g., if this Warrant provides for the purchase of Series D Preferred Stock, and the Company after the date hereof consummates a Down Round in which those holders of Series D Preferred Stock who participate to their full pro rata share in
such Down Round become entitled to exchange such Series D Preferred Stock for Series E Preferred Stock and those holders of Series D Preferred Stock who do not participate to their full pro rata share will have their Series D Preferred Stock
converted into Common Stock, then this Warrant would automatically adjust to provide the right to purchase Series E Preferred Stock instead of Common Stock). A “Down Round” means any non-public
offering of equity securities of the Company after the Issue Date of this Warrant at a price per share lower than the Warrant Price. 

1.8    Additional Shares. Upon the funding of each Growth Capital Advance (as defined in the Loan Agreement) other
than the Growth Capital Advance under the First Tranche (as defined in the Loan Agreement), the Company shall be deemed to have automatically granted to Holder, in addition to the number of Shares which this Warrant can otherwise be exercised for by
Holder, the right to purchase that number of Shares, rounded down to the nearest whole number, equal to (i) two and one-half percent (2.50%) of the original principal amount of such Growth Capital
Advance, divided by (ii) the Warrant Price, in each case, subject to adjustment pursuant to Section 2 below (such additional shares being called the “Additional Shares”). 

  
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 SECTION 2. ADJUSTMENTS TO THE SHARES AND WARRANT PRICE. 

2.1    Stock Dividends, Splits, Etc. If the Company declares or pays a dividend or distribution on the outstanding
shares of the Class payable in common stock or other securities or property (other than cash), then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without additional cost to Holder, the total number and kind of
securities and property which Holder would have received had Holder owned the Shares of record as of the date the dividend or distribution occurred. If the Company subdivides the outstanding shares of the Class by reclassification or otherwise
into a greater number of shares, the number of Shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased. If the outstanding shares of the Class are combined or consolidated, by
reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased. 

2.2    Reclassification, Exchange, Combinations or Substitution. Upon any event whereby all of the outstanding
shares of the Class are reclassified, exchanged, combined, substituted, or replaced for, into, with or by Company securities of a different class and/or series, then from and after the consummation of such event, this Warrant will be
exercisable for the number, class and series of Company securities that Holder would have received had the Shares been outstanding on and as of the consummation of such event, and subject to further adjustment thereafter from time to time in
accordance with the provisions of this Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, combinations, substitutions, replacements or other similar events. 

2.3    Conversion of Preferred Stock. If the Class is a class and series of the Company’s convertible
preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including,
without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the
date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of
such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further
adjustment thereafter from time to time in accordance with the provisions of this Warrant. 
 2.4    Adjustments for
Diluting Issuances. Without duplication of any adjustment otherwise provided for in this Section 2, the number of shares of common stock issuable upon conversion of the Shares shall be subject to anti-dilution adjustment from time to time
in the manner set forth in the Company’s Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment. 

  
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 2.5    No Fractional Share. No fractional Share shall be issuable
upon exercise of this Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional Share interest arises upon any exercise of the Warrant, the Company shall eliminate such fractional Share interest
by paying Holder in cash the amount computed by multiplying the fractional interest by (i) the fair market value (as determined in accordance with Section 1.3 above) of a full Share, less (ii) the then-effective Warrant Price. 

2.6    Notice/Certificate as to Adjustments. Upon each adjustment of the Warrant Price, Class and/or number of
Shares, the Company, at the Company’s expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price, Class and/or number of Shares and facts upon which such adjustment is based. The
Company shall, upon written request from Holder, furnish Holder with a certificate of its Chief Financial Officer, including computations of such adjustment and the Warrant Price, Class and number of Shares in effect upon the date of such
adjustment. 
 SECTION 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY. 

3.1    Representations and Warranties. The Company represents and warrants to, and agrees with, the Holder as
follows: 
 (a)    The initial Warrant Price referenced on the first page of this Warrant in respect of the Series D
Preferred shares is not greater than the price per share at which shares of the Series D Preferred were last sold and issued prior to the Issue Date hereof. 

(b)    All Shares which may be issued upon the exercise of this Warrant, and all securities, if any, issuable upon
conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein
or under applicable federal and state securities laws. The Company covenants that it shall at all times cause to be reserved and kept available out of its authorized and unissued capital stock such number of shares of the applicable Class, common
stock and other securities as will be sufficient to permit the exercise in full of this Warrant and the conversion of the Shares into common stock or such other securities. 

(c)    The Company’s capitalization table attached hereto as Schedule 1 is true and complete, in all material
respects, as of the Issue Date. 
 3.2    Notice of Certain Events. If the Company proposes at any time to: 

(a) declare any dividend or distribution upon the outstanding shares of the Class or common stock, whether in cash, property, stock, or
other securities and whether or not a regular cash dividend; 
 (b) offer for subscription or sale pro rata to the holders of the
outstanding shares of the Class any additional shares of any class or series of the Company’s stock (other than pursuant to contractual pre-emptive rights); 

(c) effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the outstanding shares of the
Class; 

  
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 (d) effect an Acquisition or to liquidate, dissolve or wind up; or 

(e) effect an IPO; 
 then, in connection with
each such event, the Company shall give Holder: 
 (1) at least seven (7) Business Days prior written notice of the date
on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of outstanding shares of the Class will be entitled thereto) or for determining rights to vote, if any, in
respect of the matters referred to in (a) and (b) above; 
 (2) in the case of the matters referred to in
(c) and (d) above at least seven (7) Business Days prior written notice of the estimated date when the same will take place (and specifying the estimated date on which the holders of outstanding shares of the Class will be entitled to
exchange their shares for the securities or other property deliverable upon the occurrence of such event and such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such event giving
rise to the notice); and 
 (3) with respect to the IPO, at least seven (7) Business Days prior written notice of the
date on which the Company proposes to file its registration statement in connection therewith. 
 Company will also provide information requested by Holder
that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements, subject to Holder being bound by customary confidentiality obligations. 

SECTION 4. REPRESENTATIONS, WARRANTIES OF THE HOLDER. 

The Holder represents and warrants to the Company as follows: 

4.1    Purchase for Own Account. This Warrant and the securities to be acquired upon exercise of this Warrant by
Holder are being acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder also represents that it has not been formed for the
specific purpose of acquiring this Warrant or the Shares. 
 4.2    Disclosure of Information. Holder is aware of
the Company’s business affairs and financial condition and has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant
and its underlying securities. Holder further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional
information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Holder or to which Holder has access. 

  
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 4.3    Investment Experience. Holder understands that the
purchase of this Warrant and its underlying securities involves substantial risk. Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic risk of such Holder’s
investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities
and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and financial
circumstances of such persons. 
 4.4    Accredited Investor Status. Holder is an “accredited investor”
within the meaning of Regulation D promulgated under the Act. 
 4.5    The Act. Holder understands that this
Warrant and the Shares issuable upon exercise hereof have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment
intent as expressed herein. Holder understands that this Warrant and the Shares issued upon any exercise hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless
exemption from such registration and qualification are otherwise available. Holder is aware of the provisions of Rule 144 promulgated under the Act. 

4.6    Market Stand-off Agreement. The Holder agrees that the Shares shall
be subject to the Market Standoff provisions in Section 2.11 of the Amended and Restated Investors’ Rights Agreement, dated as of October 24, 2019, between the Company and the persons and entities listed on the schedules thereto (as
may from time to time be amended, modified, supplemented or restated). 
 4.7    No Voting Rights. Holder, as a
Holder of this Warrant, will not have any voting rights until the exercise of this Warrant. 
 SECTION 5. MISCELLANEOUS. 

5.1    Term and Automatic Conversion Upon Expiration. 

(a)     Term. Subject to the provisions of Section 1.6 above, this Warrant is exercisable in whole or in part
at any time and from time to time on or before 6:00 PM, Pacific time, on the Expiration Date and shall be void thereafter. 

(b)    Automatic Cashless Exercise upon Expiration. In the event that, upon the Expiration Date, the fair market
value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of
such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall, within a reasonable time, deliver a certificate representing the
Shares (or such other securities) issued upon such exercise to Holder. 

  
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 5.2    Legends. The Shares (and the securities issuable, directly
or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form, together with any other legend(s) required by applicable state or federal securities laws: 

THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER TO SILICON VALLEY BANK DATED JULY 30, 2020, MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION. 

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A 180 DAY MARKET STANDOFF
AGREEMENT IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. 

5.3    Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise of this
Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and
the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an
opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other affiliate of Holder, provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated
under the Act. Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability of Rule 144 promulgated under the Act. 

5.4    Transfer Procedure. After receipt by Silicon Valley Bank of the executed Warrant, Silicon Valley Bank will
transfer all of this Warrant to its parent company, SVB Financial Group. By its acceptance of this Warrant, SVB Financial Group hereby makes to the Company each of the representations and warranties set forth in Section 4 hereof and agrees to
be bound by all of the terms and conditions of this Warrant as if the original Holder hereof. Subject to the provisions of Section 5.3 and upon providing the Company with written notice, SVB Financial Group and any subsequent Holder may
transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable directly or indirectly, upon conversion of the Shares, if any) to any transferee, provided, however, in connection with any such
transfer, SVB Financial Group or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to
the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee other than SVB Financial Group shall agree in writing with the Company to be bound by all of the terms and conditions of
this Warrant. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof,
or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct
competitor. 

  
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 5.5    Notices. All notices and other communications hereunder
from the Company to the Holder, or vice versa, shall be deemed delivered and effective (i) when given personally, (ii) on the third (3rd) Business Day after being mailed by first-class
registered or certified mail, postage prepaid, (iii) upon actual receipt if given by electronic mail and such receipt is confirmed in writing by the recipient, or (iv) on the first Business Day following delivery to a reliable overnight
courier service, courier fee prepaid, in any case at such address as may have been furnished to the Company or Holder, as the case may be, in writing by the Company or such Holder from time to time in accordance with the provisions of this
Section 5.5. All notices to Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise: 

SVB Financial Group 
 Attn:
Treasury Department 
 3003 Tasman Drive, HC 215 

Santa Clara, CA 95054 

Telephone: (408) 654-7400 

Email address: derivatives@svb.com 

Notice to the Company shall be addressed as follows until Holder receives notice of a change in address: 

Viracta Therapeutics, Inc. 

2533 S. Coast Highway 101, Suite 210 

Cardiff by the Sea, CA 92007 

Attn: Ivor Royston, Chief Executive Officer 

Telephone: [                    ] 

Email: [***] 

5.6    Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated (either generally
or in a particular instance and either retroactively or prospectively) only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. 

5.7    Attorney’s Fees. In the event of any dispute between the parties concerning the terms and
provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees. 

5.8    Counterparts; Electronic Signatures; Status as Certificated Security. This Warrant may be executed in
counterparts, all of which together shall constitute one and the same agreement. Company, Holder and any other party hereto may execute this Warrant by electronic means and each party hereto recognizes and accepts the use of electronic signatures
and records by any other party hereto in connection with the execution and storage hereof. To the extent that this Warrant or any agreement subject to the terms hereof or any amendment hereto is executed, recorded or delivered electronically, it
shall be binding to the same extent as though it had been executed on paper with an original ink signature. The fact that this Warrant is executed, signed, stored or delivered electronically shall not prevent the transfer by any Holder of this
Warrant pursuant to Section 5.4 or the enforcement of the terms hereof. This Warrant, and any copies hereof, shall NOT be deemed to be a “certificated security” within the meaning of Section 8102 (a)(4) of the California
Commercial Code. Physical possession of the original of this Warrant or any paper copy thereof shall confer no special status to the bearer thereof. 

  
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 5.9    Governing Law. This Warrant shall be governed by and
construed in accordance with the laws of the State of California, without giving effect to its principles regarding conflicts of law. 

5.10    Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise
affect the meaning of any provision of this Warrant. 
 5.11    Business Days. “Business
Day” is any day that is not a Saturday, Sunday or a day on which Silicon Valley Bank is closed. 
 [Remainder of page left blank
intentionally] 
 [Signature page follows] 

  
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 IN WITNESS WHEREOF, the parties have caused this Warrant to Purchase Stock to be executed by
their duly authorized representatives effective as of the Issue Date written above. 
  

			
	“COMPANY”
	
	VIRACTA THERAPEUTICS, INC.
		
	By:	 	 /S/ Ivor Royston

	Name:	 	Ivor Royston
	Title:	 	President and CEO
	
	“HOLDER”
	
	SILICON VALLEY BANK
		
	By:	 	 /S/ Michael White

	Name:	 	Michael White
	Title:	 	Managing Director Head of BD LS&HC













 APPENDIX 1 

NOTICE OF EXERCISE 

1.    The undersigned Holder hereby exercises its right to purchase
                     shares of the Common/Series
                     Preferred [circle one] Stock of VIRACTA THERAPEUTICS, INC. (the “Company”) in accordance with the
attached Warrant to Purchase Stock, and tenders payment of the aggregate Warrant Price for such shares as follows: 
  

			
	[    ]	    	Check in the amount of $         payable to the order of the Company enclosed herewith
		
	[    ]	    	Wire transfer of immediately available funds to the Company’s account
		
	[    ]	    	Cashless Exercise pursuant to Section 1.2 of the Warrant
		
	[    ]	    	Other [Describe]
                                         
                                         
                  


 2.    Please issue a certificate or certificates representing the Shares in the name
specified below: 
  

					
		 	  
	 	
		 	            Holder’s Name	 	
			
		 	  
	 	
			
		 	  
	 	
		 	            (Address)	 	

 3.    By its execution below and for the benefit of the Company, Holder hereby restates
each of the representations and warranties in Section 4 of the Warrant to Purchase Stock as of the date hereof. 
  

			
	HOLDER:
	
	                                    
                                         
   
		
	By:	 	
                     
                                       

	Name:	 	  

	Title:	 	  

	(Date):	 	  




  
 Appendix 1 













 SCHEDULE 1 

Company Capitalization Table 

See attached 

  
 Schedule 1