0001104659-06-024069 Sample Contracts

STOCK OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)
Stock Option Agreement • April 10th, 2006 • Tapestry Pharmaceuticals, Inc • Medicinal chemicals & botanical products

Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Tapestry Pharmaceuticals, Inc. (the “Company”) has granted you an option under its 2006 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • April 10th, 2006 • Tapestry Pharmaceuticals, Inc • Medicinal chemicals & botanical products • Delaware

This AMENDMENT NO. 1, dated as of April 4, 2006 (this “Amendment”), to the Rights Agreement, dated as of November 8, 1996, and amended and restated as of September 25, 2001 (as in effect from time to time, the “Rights Agreement”), by and between Tapestry Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and American Stock Transfer and Trust Company (the “Rights Agent”), is made by and between the Company and the Rights Agent. Capitalized terms used but not defined herein shall have the meanings set forth in the Rights Agreement.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 10th, 2006 • Tapestry Pharmaceuticals, Inc • Medicinal chemicals & botanical products • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 5th day of April, 2006 by and among Tapestry Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”).

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