0001144204-05-037554 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 23rd, 2005 • Aeolus Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 21st day of November, 2005 by and among Aeolus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement dated as of the date hereof by and among the Company and the Investors (including any Investors that may hereafter become a party to the Purchase Agreement in accordance with its terms) (the “Purchase Agreement”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in the Purchase Agreement.

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PURCHASE AGREEMENT
Purchase Agreement • November 23rd, 2005 • Aeolus Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 21st day of November, 2005 by and among Aeolus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the Investors set forth on the signature pages affixed hereto and any other Investors that may hereafter become a party to this Agreement in accordance with the terms hereof (each an “Investor” and collectively the “Investors”).

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