0001354488-14-003045 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 30th, 2014 • DARA BioSciences, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 30, 2014 (the “Effective Date”), between DARA BioSciences, 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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COMMON STOCK PURCHASE WARRANT DARA BIOSCIENCES, INC.
Common Stock Purchase Warrant • May 30th, 2014 • DARA BioSciences, Inc. • Pharmaceutical preparations

THIS 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 _______, 2014 (the “Initial Exercise Date”)1 and on or prior to the close of business on _________, 20192 (the “Termination Date”) but not thereafter, to subscribe for and purchase from DARA Bioscience, Inc., a Delaware corporation (the “Company”), up to ______ shares (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).

David J. Drutz, M.D. Chief Executive Officer DARA BioSciences, Inc.
Placement Agent Agreement • May 30th, 2014 • DARA BioSciences, Inc. • Pharmaceutical preparations • New York
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