0001047469-12-004869 Sample Contracts

AMENDMENT NO. 2 TO STOCK RESTRICTION AGREEMENT
Stock Restriction Agreement • April 27th, 2012 • Supernus Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This AMENDMENT NO. 2 TO STOCK RESTRICTION AGREEMENT (this “Amendment”) is made as of April 23, 2012, by and among Supernus Pharmaceuticals, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and the Investors listed on Exhibit A attached to the Restriction Agreement (as defined below). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Restriction Agreement (as defined below).

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AMENDMENT NO. 2 TO STOCKHOLDERS’ VOTING AGREEMENT
Stockholders’ Voting Agreement • April 27th, 2012 • Supernus Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This AMENDMENT NO. 2 TO STOCKHOLDERS’ VOTING AGREEMENT (this “Amendment”) is made as of April 23, 2012, by and among Supernus Pharmaceuticals, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and the Investors listed on Exhibit A of the Voting Agreement (as defined below). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Voting Agreement (as defined below).

STOCK RESTRICTION AGREEMENT
Stock Restriction Agreement • April 27th, 2012 • Supernus Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

STOCK RESTRICTION AGREEMENT made this 22nd day of December, 2005 by and among (i) Supernus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), (ii) holders of Common Stock or options to acquire Common Stock whose names are set forth under the heading “Holders” on Schedule I hereto and each person (other than an Investor) who shall, after the date hereof, acquire shares of Common Stock and join in and become a party to this Agreement by executing and delivering to the Company an Instrument of Accession in the form of Schedule II hereto (the persons described in this clause (ii) being referred to collectively as the “Holders” and singularly as a “Holder”) and (iii) those persons whose names are set forth under the heading “Investors” on Schedule I hereto and each person who shall, after the date hereof, acquire shares of Series A Preferred Stock and join in and become a party to this Agreement by executing and delivering to the Company an Instrument of Accession in the form of

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