0001070698-10-000066 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 10th, 2010 • Raptor Pharmaceutical Corp • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 9, 2010 by and among Raptor Pharmaceutical Corp., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 10th, 2010 • Raptor Pharmaceutical Corp • Pharmaceutical preparations • California

This Securities Purchase Agreement (this “Agreement”) is dated as of August 9, 2010 by and among Raptor Pharmaceutical Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 10th, 2010 • Raptor Pharmaceutical Corp • Pharmaceutical preparations • California

This Securities Purchase Agreement (this “Agreement”) is dated as of August 9, 2010 by and among Raptor Pharmaceutical Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • August 10th, 2010 • Raptor Pharmaceutical Corp • Pharmaceutical preparations • Delaware

This Amendment to Rights Agreement, dated as of August 6, 2010 (this “Amendment”), to the Rights Agreement, dated as of May 13, 2005, as amended (the “Rights Agreement”), is between Raptor Pharmaceutical Corp. (formerly known as TorreyPines Therapeutics, Inc.), a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”).

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