0001193125-10-289547 Sample Contracts

CLASS B COMMON STOCK PURCHASE WARRANT DARA BIOSCIENCES, INC.
Common Stock Purchase Warrant • December 29th, 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 date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the one 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 • December 29th, 2010 • DARA BioSciences, Inc. • Pharmaceutical preparations • North Carolina

This Securities Purchase Agreement (this “Agreement”) is dated as of December 29, 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 • December 29th, 2010 • DARA BioSciences, Inc. • Pharmaceutical preparations • New York
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