OREXIGEN THERAPEUTICS, INC.
2004 STOCK PLAN
EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT
This Agreement (Agreement) is made as of ___, by and between Orexigen
Therapeutics, Inc., a Delaware corporation (the Company), and «Optionee»
(Purchaser). To the extent any capitalized terms used in this Agreement are not defined,
they shall have the meaning ascribed to them in the Companys 2004 Stock Plan (the Plan).
1. Exercise of Option. Subject to the terms and conditions hereof, Purchaser hereby
elects to exercise his or her option to purchase «NoofShares» shares of the Common Stock (the
Shares) of the Company under and pursuant to the Plan and the Stock Option Agreement
granted «GrantDate», (the Option Agreement). Of these Shares, Purchaser has elected to
purchase of those Shares which have become vested as of the date hereof under the
Vesting Schedule set forth in the Notice of Stock Option Grant. The purchase price for the Shares
shall be «ExercisePrice» per Share for a total purchase price of $ . The term
Shares refers to the purchased Shares and all securities received in replacement of the
Shares or as stock dividends or splits, all securities received in replacement of the Shares in a
recapitalization, merger, reorganization, exchange or the like, and all new, substituted or
additional securities or other properties to which Purchaser is entitled by reason of Purchasers
ownership of the Shares.
2. Time and Place of Exercise. The purchase and sale of the Shares under this
Agreement shall occur at the principal office of the Company simultaneously with the execution and
delivery of this Agreement in accordance with the provisions of Section 3(b) of the Option
Agreement. On such date, the Company will deliver to Purchaser a certificate representing the
Shares to be purchased by Purchaser (which shall be issued in Purchasers name) against payment of
the exercise price therefor by Purchaser by any method listed in Section 4 of the Option Agreement.
3. Limitations on Transfer. In addition to any other limitation on transfer created
by applicable securities laws, Purchaser shall not assign, encumber or dispose of any interest in
the Shares except in compliance with the provisions below and applicable securities laws.
(a) Right of First Refusal. Before any Shares held by Purchaser or any transferee of
Purchaser (either being sometimes referred to herein as the Holder) may be sold or
otherwise transferred (including transfer by gift or operation of law), the Company or its
assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions
set forth in this Section 3(a) (the Right of First Refusal).
(i) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the
Company a written notice (the Notice) stating: (i) the Holders bona fide