0001144204-06-002961 Sample Contracts

COMMON STOCK AND WARRANT PURCHASE AGREEMENT by and among NexMed, Inc., as Issuer and Seller and the Purchasers named herein, as Purchasers January 23, 2006
Common Stock and Warrant Purchase Agreement • January 27th, 2006 • Nexmed Inc • Pharmaceutical preparations • New York

COMMON STOCK AND WARRANT PURCHASE AGREEMENT (the “Agreement”) dated as of January 23, 2006, by and among NexMed, Inc., a Nevada corporation (the “Seller”), and each of the persons listed on Schedule 1 hereto (each is individually referred to as a “Purchaser” and collectively, the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 27th, 2006 • Nexmed Inc • Pharmaceutical preparations • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 23rd day of January, 2006 by and between NexMed, Inc., a Nevada corporation (the “Company”), and the “Purchasers” named in that certain Common Stock and Warrant Purchase Agreement of even date herewith by and between the Company and the Purchasers named on Schedule 1 thereto (the “Purchase Agreement”).

COMMON STOCK PURCHASE WARRANT Warrant To Purchase _________ Shares of Common Stock of NEXMED, INC.
Common Stock Purchase Warrant • January 27th, 2006 • Nexmed Inc • Pharmaceutical preparations • New York

THIS IS TO CERTIFY THAT ___________, or registered assigns (the “Holder”), is entitled, during the Exercise Period (as hereinafter defined), to purchase from NexMed, Inc., a Nevada corporation (the “Company”), the Warrant Stock (as hereinafter defined and subject to adjustment as provided herein), in whole or in part, at a purchase price of $1.11 per share, all on and subject to the terms and conditions hereinafter set forth.

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