0001102624-12-000284 Sample Contracts

AEOLUS PHARMACEUTICALS, INC. COMMON STOCK WARRANT
Aeolus Pharmaceuticals, Inc. • April 5th, 2012 • Pharmaceutical preparations • New York

THIS CERTIFIES THAT, for value received, the Holder is entitled to purchase, and Aeolus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), promises and agrees to sell and issue to the Holder, at any time, or from time to time, during the Exercise Period, up to shares of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company, at the Exercise Price, subject to the provisions and upon the terms and conditions hereinafter set forth. This Warrant is one of the Unit Warrants issued in the Offering.

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AEOLUS PHARAMACEUTICALS, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 5th, 2012 • Aeolus Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of , 2012 by and among Aeolus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the “Purchasers” named in that certain Securities Purchase Agreement by and among the Company and the Purchasers, dated as of an even date herewith (the “Purchase Agreement”). Capitalized terms used in this Agreement without definition have the respective meanings ascribed thereto in the Purchase Agreement.

AEOLUS PHARAMACEUTICALS, INC. SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 5th, 2012 • Aeolus Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of , 2012, between Aeolus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).

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