K&L Gates LLP Hearst Tower, 47th Floor 214 North Tryon Street Charlotte, NC 28202 T 704.331.7400 www.klgates.comSecurities Purchase Agreement • October 22nd, 2008 • DARA BioSciences, Inc. • Pharmaceutical preparations
DARA BIOSCIENCES, INC. Raleigh, North Carolina 27615 October 21, 2008Placement Agent Agreement • October 22nd, 2008 • DARA BioSciences, Inc. • Pharmaceutical preparations • New York
The undersigned, DARA BioSciences, Inc., a Delaware corporation (the “Company”), proposes to offer for sale to certain “institutional” and “accredited investors” through Gilford Securities Incorporated, a New York corporation, as placement agent (“Gilford” or the “Placement Agent”), pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Act”), up to 8,500,000 units (each, a “Unit” and collectively, the “Units”) at a purchase price of $1.00 per Unit on a “best efforts” basis (the “Offering”). Each “Unit” shall consist of (i) one share of common stock (“Common Share”), par value $0.01 per share, of the Company (“Common Stock”), (ii) one Class A common stock purchase warrant (“Class A Warrant”), and (iii) one Class B common stock purchase warrant (“Class B Warrant”, and together with the Class A Warrants, the “Warrants”). Each Class A Warrant shall be exercisable for a period of five years, commencing on the date that is six months from the date
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 22nd, 2008 • DARA BioSciences, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 21, 2008, among DARA BioSciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
