0000818033-09-000041 Sample Contracts

Contract
Registration Rights Agreement • October 22nd, 2009 • Ap Pharma Inc /De/ • Pharmaceutical preparations • New York
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Contract
Securities Purchase Agreement • October 22nd, 2009 • Ap Pharma Inc /De/ • Pharmaceutical preparations • New York
SECOND AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • October 22nd, 2009 • Ap Pharma Inc /De/ • Pharmaceutical preparations • Delaware

This Second Amendment dated as of October 20, 2009 (this “Second Amendment”), to the Preferred Shares Rights Agreement, dated as of December 18, 2006, and amended on October 1, 2008 (as amended, the “Agreement”) is between A.P. Pharma, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company N.A. (the “Rights Agent”).

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