0001338095-15-000056 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 9th, 2015 • NephroGenex, Inc. • Pharmaceutical preparations

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

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SERIES [A/B/C/D] COMMON STOCK PURCHASE WARRANT
Security Agreement • November 9th, 2015 • NephroGenex, Inc. • Pharmaceutical preparations

THIS SERIES [A/B/C/D] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (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 ________, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on the _________ (the “Termination Date”) but not thereafter, to subscribe for and purchase from NephroGenex, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 9th, 2015 • NephroGenex, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 3, 2015, between NephroGenex, 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”).

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