0001193125-11-179077 Sample Contracts

Contract
Warrant Agreement • June 30th, 2011 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • California

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • June 30th, 2011 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • California

THIS LOAN AND SECURITY AGREEMENT is made and dated as of June 29, 2011 and is entered into by and between AcelRx Pharmaceuticals, Inc., a Delaware corporation, and each of its subsidiaries, (hereinafter collectively referred to as the “Borrower”), HERCULES TECHNOLOGY II, L.P., a Delaware limited partnership, and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (collectively, “Lender”).

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