0001140361-13-038816 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 16th, 2013 • Rexahn Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 10, 2013, 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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PERSONAL AND CONFIDENTIAL
Personal and Confidential • October 16th, 2013 • Rexahn Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This letter will confirm the understanding and agreement (the “Agreement”) between H.C. Wainwright & Co., LLC (“HCW”) and Rexahn Pharmaceuticals, Inc. (the “Company”) as follows:

COMMON STOCK WARRANT REXAHN PHARMACEUTICALS, INC.
Rexahn Pharmaceuticals, Inc. • October 16th, 2013 • Pharmaceutical preparations

THIS COMMON STOCK 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 __________ (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the date this Warrant is issued (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rexahn Pharmaceuticals, 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).

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