0001193125-08-158142 Sample Contracts

SERIES B PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • July 25th, 2008 • Arrowhead Research Corp • Services-commercial physical & biological research • Delaware

THIS SERIES B PREFERRED STOCK PURCHASE AGREEMENT is made as of the 23rd day of July, 2008 by and among Nanotope, Inc., a Delaware corporation (the “Company”), Arrowhead Research Corporation, a Delaware corporation, and the investors listed on Exhibit A attached to this Agreement (each an “Initial Purchaser”) and the investors listed on Exhibit A attached to this Agreement (each a “Subsequent Purchasers” and together with the Initial Purchasers, the “Purchasers”).

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SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
’ Rights Agreement • July 25th, 2008 • Arrowhead Research Corp • Services-commercial physical & biological research • Delaware

THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 23rd day of July, 2008, by and among Nanotope, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 5.9 hereof.

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