0001193125-09-195117 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 21st, 2009 • DARA BioSciences, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 16, 2009, between 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”).

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K&L Gates LLP Hearst Tower, 47th Floor
DARA BioSciences, Inc. • September 21st, 2009 • Pharmaceutical preparations

We have acted as counsel to DARA BioSciences, Inc., a Delaware corporation (the “Company”), in connection with the transactions (the “Transactions”) contemplated by the Securities Purchase Agreement dated September 16, 2009 (the “Agreement”) between the Company and Purchasers signatory thereto (the “Purchasers”). This opinion letter is delivered pursuant to Section 2.2(a)(ii) of the Agreement. All capitalized terms used and not otherwise defined herein shall have the same meanings as are ascribed to them in the Agreement.

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