0001193125-08-070784 Sample Contracts

Restricted Stock Award Agreement between A.P. Pharma, Inc. and pursuant to the
Restricted Stock Award Agreement • March 31st, 2008 • Ap Pharma Inc /De/ • Pharmaceutical preparations • Delaware
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RESTRICTED STOCK PURCHASE AGREEMENT
Restricted Stock Purchase Agreement • March 31st, 2008 • Ap Pharma Inc /De/ • Pharmaceutical preparations • Delaware

THIS RESTRICTED STOCK PURCHASE AGREEMENT (the “Agreement”), dated , is entered into between A.P. Pharma, Inc., a Delaware corporation (the “Company”) and (the “Purchaser”). Unless otherwise defined herein, the terms of this Agreement will have the same meaning as defined in the A.P. Pharma, Inc. 2007 Equity Incentive Plan (the “Plan”). The Agreement is entered into as follows:

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 31st, 2008 • Ap Pharma Inc /De/ • Pharmaceutical preparations • Delaware

Both the Company and Indemnitee recognize that highly competent persons have become more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the Company.

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