0000318306-12-000055 Sample Contracts

COMMON STOCK PURCHASE WARRANT To Purchase [100% X (Issue Amount)/(Conversion Price)] Shares of Common Stock of ACCESS PHARMACEUTICALS, INC.
Warrant Agreement • October 26th, 2012 • Access Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS IS TO CERTIFY THAT _______________, or registered assigns (the “Holder”), is entitled, during the Exercise Period (as hereinafter defined), to purchase from Access Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the Warrant Stock (as hereinafter defined and subject to adjustment as provided herein), in whole or in part, at a purchase price of $0.50 per share (as adjusted herein), all on and subject to the terms and conditions hereinafter set forth.

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INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • October 26th, 2012 • Access Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Agreement is being entered into pursuant to the Preferred Stock and Warrant Purchase Agreement, dated as of October 25, 2012, by and among the Company and the Purchasers (the “Purchase Agreement”).

PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT by and among Access Pharmaceuticals, Inc. and the parties named herein on Schedule 1, as Purchasers October 25, 2012
Preferred Stock and Warrant Purchase Agreement • October 26th, 2012 • Access Pharmaceuticals Inc • Pharmaceutical preparations • New York

This PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is dated as of October 25, 2012, among Access Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the purchasers identified on Schedule 1 hereto (each a “Purchaser” and collectively the “Purchasers”).

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