0001140361-10-027248 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 29th, 2010 • Rexahn Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 28, 2010, between Rexahn Pharmaceuticals, 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 REXAHN PHARMACEUTICALS, INC.
Rexahn Pharmaceuticals, Inc. • June 29th, 2010 • 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 ______ ___, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on the four (4) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rexahn Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock.

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