0001140361-21-019927 Sample Contracts

Ocuphire Pharma, Inc. 37000 Grand River Avenue, Suite 120 Farmington Hills, MI 48335
Placement Agent Agreement • June 4th, 2021 • Ocuphire Pharma, Inc. • Pharmaceutical preparations • New York

This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners, as exclusive placement agent (“A.G.P.” or the “Placement Agent”), and Ocuphire Pharma, Inc., a company organized under the laws of the state of Delaware (the “Company”), that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of shares of common stock (“Common Stock”), par value $0.0001 per share (the “Shares”) and warrants to purchase shares of Common Stock (“Warrants”). The Shares and Warrants actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The Placement Agent Securities shall be offered and sold under the Company’s registration statement on Form S-3 (File No. 333-252715) with respect to the Placement Agent Securities. The documents executed and delivered by the Company and the Purchasers (as defined below) in connection

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