0001203944-09-000051 Sample Contracts

VOTING AGREEMENT
Voting Agreement • July 28th, 2009 • Raptor Pharmaceuticals Corp. • Pharmaceutical preparations • Delaware

This Voting Agreement (this “Agreement”) is made and entered into as of July 27, 2009, by and among RAPTOR PHARMACEUTICALS CORP., a Delaware corporation (“Raptor”), TORREYPINES THERAPEUTICS, INC., a Delaware corporation (“TPT”), and the undersigned stockholder of TPT (“Stockholder”). Certain capitalized terms used in this Agreement that are not defined herein or in Section 9 shall have the meaning given to such terms in the Merger Agreement (as defined below).

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AMENDMENT TO STOCKHOLDER RIGHTS AGREEMENT
Stockholder Rights Agreement • July 28th, 2009 • Raptor Pharmaceuticals Corp. • Pharmaceutical preparations • Nevada

This Amendment to the Stockholder Rights Agreement (this “Amendment”), dated as of July 27, 2009 is between Raptor Pharmaceuticals Corp., a Delaware corporation (the “Company”), and Nevada Agency and Transfer Company, as Rights Agent (the “Rights Agent”).

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