Financial Statements

In consideration for past services provided to Spectrum Pharmaceuticals, Inc. (the “Company”), the Company has granted (the “Award”) to the Purchaser named in the Term Sheet provided to said Purchaser herewith (the “Term Sheet”) the number of shares of its common stock (the “Restricted Stock”) that are covered by this Award, set forth in the Term Sheet, upon the other terms and subject to the conditions set forth in the Term Sheet, these Standard Terms and Conditions (as amended from time to time), and the Plan (the Term Sheet and the Standard Terms and Conditions, as in effect at the time of the execution of the Term Sheet, together constituting the “Award Agreement” between the Purchaser and the Company). For purposes of the Award Agreement, any reference to the Company shall include a reference to any Subsidiary.

Subject to Section 2.B below, the shares of Restricted Stock shall become vested as specified in the box labeled “Vesting Schedule” on the Term Sheet. Each date upon which shares of Restricted Stock vest pursuant to the Vesting Schedule may constitute a taxable event (see Section 7, below).

In the event that the Purchaser’s Continuous Service is terminated for any reason, any part of the Award that is unvested as of such termination date shall remain unvested (the “Unvested Shares”) and shall be subject to forfeiture as set forth in Section 3 below.

In the event that the Purchaser’s Continuous Service terminates for any reason, all of the Unvested Shares shall be immediately forfeited without any further action by the Company or the Purchaser. Upon the occurrence of such a forfeiture, the Company shall become the legal and beneficial owner of the Unvested Shares being forfeited and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being forfeited by Purchaser. In the event any of the Unvested Shares are forfeited under this Section 3, all shares of stock, capital stock or other securities or property received by or distributed to the Purchaser with respect to the Unvested Shares being forfeited shall also be forfeited.

Except as otherwise provided herein, upon and execution of the Term Sheet by the Purchaser, the Purchaser shall have all the rights of a stockholder with respect to said shares of Restricted Stock, subject to the restrictions herein, including the right to vote the shares of Restricted Stock and to

receive all dividends or other distributions paid or made with respect to the shares of Restricted Stock; provided, however, that any and all cash dividends paid on such shares of Restricted Stock and any and all shares of stock, capital stock or other securities or property received by or distributed to the Purchaser with respect to the shares of Restricted Stock as a result of any stock dividend, stock split, reverse stock split, recapitalization, combination, merger, sale, reclassification, or similar change in the capital structure of the Company shall also be subject to forfeiture in accordance with Section 3 and the restrictions on transfer in Section 8 until shares are no longer Unvested Shares.

Certificates or equivalent electronic form evidencing shares of Restricted Stock shall remain in the possession of the Company until such shares have vested in accordance with the terms of the Term Sheet, and shall be released to the Purchaser in book-entry or equivalent electronic form upon vesting.

The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Purchaser or other subsequent transfers by the Purchaser of any shares of Restricted Stock awarded pursuant to the Award Agreement, including without limitation (a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by the Purchaser and other stockholders, (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers or (d) restrictions under federal or state securities laws.

Upon or in contemplation of any reclassification, recapitalization, stock split, reverse stock split or stock dividend; any merger, combination, consolidation or other reorganization; any split-up, spin-off, or similar extraordinary dividend distribution in respect of the Common Stock (whether in the form of securities or property); any exchange of Common Stock or other securities of the Company, or any similar, unusual or extraordinary corporate transaction in respect of the Common Stock; or a sale of substantially all the assets of the Company as an entirety; then the Company shall, in its sole discretion and in such manner, to such extent (if any) and at such time as it deems appropriate and equitable in the circumstances, make adjustments if appropriate in the number of shares of Restricted Stock awarded.

The Purchaser (and not the Company) shall be responsible for the Purchaser’s own tax liability that may arise as a result of the acquisition of the shares of Restricted Stock. The Purchaser shall consider the advisability of all tax elections in connection with the purchase of the shares of Restricted Stock, including the making of an election under Section 83(b) under the Internal Revenue Code of 1986, as amended (“Code”); the Company has no responsibility for the making of such Section 83(b) election. In the event the Purchaser determines to make a Section 83(b) election, the Purchaser agrees to timely provide a copy of the election to the Company as required under the Code.

Withholding.

The Company shall be entitled to require payment of any sums required by federal, state or local tax law to be withheld with respect to the transfer of the Restricted Stock or the lapse of the Repurchase Right with respect to the Restricted Stock, or any other taxable event related thereto. The Company may permit the Purchaser to make such payment in one or more of the forms specified below:

by cash or check made payable to the Company;

by the deduction of such amount from other compensation payable to the Purchaser;

by tendering Shares which are not subject to the Repurchase Right and which have a then current Fair Market Value not greater than the amount necessary to satisfy the Company’s withholding obligation based on the minimum statutory withholding rates for federal, state and local income tax and payroll tax purposes; or

in any combination of the foregoing.

In the event the Purchaser fails to provide timely payment of all sums required by the Company pursuant to Section 7.B., the Company shall have the right and option, but not obligation, to treat such failure as an election by the Purchaser to provide all or any portion of such required payment by means of tendering Shares in accordance with Section 7.B(1)(c).

Until vested, shares of Restricted Stock may not be sold, pledged or otherwise encumbered or disposed of and shall not be assignable or transferable except by will, the laws of descent and distribution or pursuant to a DRO entered by a court in settlement of marital property rights, except as specifically provided in the Award Agreement.

Any share certificate(s) evidencing any Unvested Shares shall be endorsed with the following legend and any other legend(s) that may be required by any applicable federal or state securities laws:

In addition to these Standard Terms and Conditions, the Award shall be subject to the terms of the Plan, which are incorporated into these Standard Terms and Conditions by this reference. A copy of the Plan, and the accompanying prospectus, is available at the Company’s intranet site.

The Standard Terms and Conditions and the Plan constitute the entire understanding between the Purchaser and the Company regarding the Award. Any prior agreements, commitments or negotiations concerning the Award are superseded.

Notwithstanding any other provision of the Plan or the Award Agreement, if Purchaser is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Plan, the shares of Restricted Stock and the Award Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, the Award Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

Nothing in the Plan, in the Award Agreement or any other instrument executed pursuant to the Plan shall confer upon the Purchaser any right to continue in the Company’s employ or service nor limit in any way the Company’s right to terminate the Purchaser’s Continuous Service at any time for any reason.

Notwithstanding anything in the Award Agreement or the Plan to the contrary, the Award Agreement shall be governed by and are subject to the terms and conditions of the Purchaser’s employment agreement, if applicable, with the Company.

For purposes of these Standard Terms and Conditions, the following defined terms shall have the meaning ascribed below:

“Continuous Service” means (i) employment by either the Company or any Subsidiary, or by a corporation or a parent or subsidiary of a corporation that provides for the continuance or assumption of the Award Agreement or the substitution for the Award Agreement of a new agreement of comparable value covering shares of a successor corporation (with appropriate adjustments as to the number and kind of shares and the purchase price), which is uninterrupted except for vacations, illness (except for Disability), or leaves of absence which are approved in writing by the Company or such other employer corporation, (ii) service as a member of the Board until the Purchaser dies, resigns, is removed from office, or the Purchaser’s term of office expires and he or she is not reelected, or (iii) so long as the Purchaser is engaged as Service Provider to the Company or other corporation referred to in clause (i) above.

In the event that any provision of these Standard Terms and Conditions is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of these Standard Terms and Conditions shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.