0001415889-12-001758 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 21st, 2012 • Fluoropharma Medical, Inc. • In vitro & in vivo diagnostic substances

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

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COMMON STOCK PURCHASE WARRANT FLUOROPHARMA MEDICAL, INC.
Fluoropharma Medical, Inc. • November 21st, 2012 • In vitro & in vivo diagnostic substances

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] or its assigns or successors in interest (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 date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the one year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from FluoroPharma Medical, Inc., a Nevada 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) hereof).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 21st, 2012 • Fluoropharma Medical, Inc. • In vitro & in vivo diagnostic substances • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 19, 2012, between FluoroPharma Medical, Inc., a Nevada 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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