0001140361-20-015245 Sample Contracts

AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 1st, 2020 • Rexahn Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of June 29, 2020 (the "Amendment and Restatement Date"), by and among Ocuphire Pharma, Inc., a Delaware corporation, with headquarters located at 37000 Grand River Ave, Suite 120, Farmington Hills, MI 48335 ("Ocuphire"), Rexahn Pharmaceuticals, Inc., a Delaware corporation, with headquarters located at 15245 Shady Grove Road, Suite 455, Rockville, MD 20850 ("Rexahn"), and the investors listed on the Schedule of Buyers attached hereto (each, a "Buyer" and collectively, the "Buyers").

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LEAK-OUT AGREEMENT
Securities Purchase Agreement • July 1st, 2020 • Rexahn Pharmaceuticals, Inc. • Pharmaceutical preparations

This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and between Rexahn Pharmaceuticals, Inc., a Delaware corporation to be renamed Ocuphire Pharma, Inc. (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”).

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Agreement and Plan of Merger and Reorganization • July 1st, 2020 • Rexahn Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “First Amendment”) is entered into and made effective as of June 29, 2020 (the “Effective Date”), by and among REXAHN PHARMACEUTICALS, INC., a Delaware corporation (“Parent”), RAZOR MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and OCUPHIRE PHARMA, INC., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are sometimes individually referred to herein as a “Party” or collectively referred to herein as the “Parties”.

Rexahn Pharmaceuticals, INC.
Securities Purchase Agreement • July 1st, 2020 • Rexahn Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
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