0000318306-10-000078 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 8th, 2010 • Access Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December ___, 2010, between Access Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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COMMON STOCK PURCHASE WARRANT ACCESS PHARMACEUTICALS, INC.
Common Stock Purchase Warrant • December 8th, 2010 • Access Pharmaceuticals Inc • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December __, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on the ____ year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Access Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock.

HUDSON SECURITIES, INC. LETTERHEAD December ___, 2010
Placement Agent Agreement • December 8th, 2010 • Access Pharmaceuticals Inc • Pharmaceutical preparations • New York
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