0001144204-11-005398 Sample Contracts

FORM OF WARRANT ADEONA PHARMACEUTICALS, INC. Warrant To Purchase Common Stock
Adeona Pharmaceuticals, Inc. • February 2nd, 2011 • Pharmaceutical preparations • New York

Adeona Pharmaceuticals, Inc., a company organized under the laws of Nevada (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [BUYER], the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the "Warrant"), at any time or times on or after the date hereof (the "Initial Exercisability Date"), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________)1 fully paid nonassessable shares of Common Stock, par value $0.001 per share, subject to adjustment as provided herein (the "Warrant Shares"). Except as otherwise defined herein, capitalized term

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January 28, 2011 Chardan Capital Markets, LLC
Letter Agreement • February 2nd, 2011 • Adeona Pharmaceuticals, Inc. • Pharmaceutical preparations
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 2nd, 2011 • Adeona Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of January 28, 2011, by and among Adeona Pharmaceuticals, Inc., a Nevada corporation, with headquarters located at 3930 Varsity Drive, Ann Arbor, Michigan 48108 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

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