0001144204-11-005372 Sample Contracts

Company and Computershare Trust Company, N.A., Warrant Agent
Warrant Agreement • February 2nd, 2011 • Repros Therapeutics Inc. • Biological products, (no disgnostic substances) • New York

This SERIES B WARRANT AGREEMENT (this “Agreement”), dated as of ____________, 2011, is entered into among Repros Therapeutics Inc., a Delaware corporation (the “Company”), Computershare, Inc., a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking association (collectively, the “Warrant Agent” or individually “Computershare” and the “Trust Company,” respectively).

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] Units REPROS THERAPEUTICS INC. Each Unit consisting of [ ] Shares of Common Stock and [ ] Series A Warrants and [ ] Series B Warrants UNDERWRITING AGREEMENT
Underwriting Agreement • February 2nd, 2011 • Repros Therapeutics Inc. • Biological products, (no disgnostic substances) • New York

Based on the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, as of the date hereof we are of the opinion that:

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