0001193125-12-370859 Sample Contracts

CATALYST PHARMACEUTICAL PARTNERS, INC. 4,000,000 shares of Common Stock and Warrants to purchase up to 1,200,000 shares of Common Stock PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • August 28th, 2012 • Catalyst Pharmaceutical Partners, Inc. • Pharmaceutical preparations • California

Catalyst Pharmaceutical Partners, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the purchasers, pursuant to the terms and conditions of this Placement Agent Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the purchasers identified therein (each a “Purchaser” and, collectively, the “Purchasers”), up to an aggregate of (i) 4,000,000 authorized but unissued shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company and (ii) warrants (the “Warrants”) to purchase up to 1,200,000 shares of Common Stock (the “Warrant Shares”). The form of the Warrant is attached hereto as Exhibit B. The Shares, the Warrants and the Warrant Shares are collectively referred to as the “Securities.” The Company hereby confirms its agreement with Roth Capital Partners, LLC (the “Placement Agent”) to act as Placement Agent in accordance wit

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Catalyst Pharmaceutical Partners, Inc. Coral Gables, Florida 33134 Gentlemen:
Subscription Agreement • August 28th, 2012 • Catalyst Pharmaceutical Partners, Inc. • Pharmaceutical preparations • New York

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

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