0001193125-12-308887 Sample Contracts

SOMAXON PHARMACEUTICALS, INC. 9,422,496 shares of Common Stock and Warrants to purchase up to 4,711,248 shares of Common Stock PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • July 20th, 2012 • Somaxon Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
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Somaxon Pharmaceuticals, Inc. 10935 Vista Sorrento Parkway, Suite 250 San Diego, California 92130 Gentlemen:
Subscription Agreement • July 20th, 2012 • Somaxon Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

The undersigned (the “Investor”) hereby confirms its agreement with Somaxon Pharmaceuticals, Inc., a Delaware corporation (the “Company”) as follows:

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