0001193125-10-236808 Sample Contracts

COMMON STOCK PURCHASE WARRANT DARA BIOSCIENCES, INC.
Common Stock Purchase Warrant • October 26th, 2010 • DARA BioSciences, Inc. • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the six month anniversary of the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from DARA Bioscience, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 26th, 2010 • DARA BioSciences, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October , 2010, 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”).

Mr. Richard A. Franco, Sr. Chief Executive Officer DARA BioSciences, Inc.
Placement Agent Agreement • October 26th, 2010 • DARA BioSciences, Inc. • Pharmaceutical preparations • New York
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