raptorspa.htm


    
      	
               
      

            	
              EXHIBIT
      10.1

            


    

     

    
      	
               
      

            	
              SECURITIES
      PURCHASE AGREEMENT

            


    

     

    This
Securities Purchase Agreement (this “Agreement”) is dated
as of December 17, 2009 between Raptor Pharmaceutical Corp., a Delaware
corporation (the “Company”), and each
purchaser identified on the signature pages hereto (each, including its
successors and permitted assigns, a “Purchaser” and
collectively the “Purchasers”).

     

    WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to
an effective registration statement under the Securities Act of 1933, as amended
(the “Securities
Act”), the Company desires to issue and sell to each Purchaser, and each
Purchaser, severally and not jointly, desires to purchase from the Company,
securities of the Company as more fully described in this
Agreement.

     

    NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
and for other good and valuable consideration the receipt and adequacy of which
are hereby acknowledged, the Company and each Purchaser agree as
follows:

     

    ARTICLE
I.

     

    DEFINITIONS

     

    1.1  Definitions.  In
addition to the terms defined elsewhere in this Agreement, for all purposes of
this Agreement, the following terms have the meanings set forth in this Section
1.1:

     

                          “Accountants” shall
have the meaning ascribed to such term in Section 3.1(j).

     

    “Acquiring Person”
shall have the meaning ascribed to such term in Section 4.5.

     

     “Affiliate” means any
Person that, directly or indirectly through one or more intermediaries, controls
or is controlled by or is under common control with a Person as such terms are
used in and construed under Rule 405 under the Securities Act.

     

    “Base Prospectus”
shall have the meaning set forth in 3.1(a).

    


    “BHCA” shall have the
meaning set forth in 3.1(ss).

     
 

    “Board of Directors”
means the board of directors of the Company.

    


    “Business Day” means
any day except any Saturday, any Sunday, any day which is a federal legal
holiday in the United States or any day on which banking institutions in the
State of New York are authorized or required by law or other governmental action
to close.

    “Closing” means the
closing of the purchase and sale of the Securities pursuant to Section
2.1.

     

    “Closing Date” means
the Trading Day on which all of the Transaction Documents have been executed and
delivered by the applicable parties thereto, and all conditions precedent to (i)
the Purchasers’ obligations to pay the Subscription Amount and (ii) the
Company’s obligations to deliver the Shares and Warrants, in each case, have
been satisfied or waived, but in no event later than the third Trading Day
following the date hereof.

     

    “Commission” means the
United States Securities and Exchange Commission.

     

    “Common Stock” means
the common stock of the Company, par value $0.001 per share, and any other class
of securities into which such securities may hereafter be reclassified or
changed.

     

    “Common Stock
Equivalents” means any securities of the Company or the Subsidiaries
which would entitle the holder thereof to acquire at any time Common Stock,
including, without limitation, any debt, preferred stock, rights, options,
warrants or other instrument that is at any time convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, Common
Stock.

     

    “Contract” and “Contracts” shall have
the meaning set forth in 3.1(n).

    


    “Disclosure Schedules”
means the Disclosure Schedules of the Company delivered concurrently
herewith.

    


    “Effective Date” shall
have the meaning set forth in 3.1(a).

     
 

    “Environmental Laws”
shall have the meaning set forth in 3.1(ee).

    


    “ERISA” shall have the
meaning set forth in 3.1(aa).

     
 

    “ERISA Plan” shall
have the meaning set forth in 3.1(aa).

     
 

    “Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.

    


    “FDA” shall have the
meaning ascribed to such term in Section 3.1(pp).

     

    “FDCA” shall have the
meaning ascribed to such term in Section 3.1(pp).

     

    “Federal Reserve”
shall have the meaning set forth in 3.1(ss).

     

    “FINRA” shall mean
Financial Industry Regulatory Authority.

     

    “General Disclosure
Package” shall have the meaning set forth in 3.1(f).

    


     

     “Indebtedness” shall
have the meaning ascribed to such term in Section 3.1(xx).

     

    “Intellectual
Property” shall have the meaning ascribed to such term in Section
3.1(bb).

     

    “Issuer Free Writing
Prospectus” means any “issuer free writing prospectus,” as defined in
Rule 433 of the Rules and Regulations, relating to the Securities that
(i) is required to be filed with the Commission by the Company,
(ii) is a “road show that is a written communication” within the meaning of
Rule 433(d)(8)(i), whether or not required to be filed with the Commission or
(iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it
contains a description of the Securities or of the offering that does not
reflect the final terms, in each case in the form filed or required to be filed
with the Commission or, if not required to be filed, in the form retained in the
Company’s records pursuant to Rule 433(g).

     

    “Issuer General Use Free
Writing Prospectus” means any Issuer Free Writing Prospectus that is
intended for general distribution to prospective investors, as evidenced by its
being specified in Schedule I
hereto.

     

    “Liens” means a lien,
charge, security interest, encumbrance, right of first refusal, preemptive right
or other restriction.

     

    “Material Adverse
Change” shall have the meaning set forth in 3.1(k).

     
 

    “Material Adverse
Effect” shall have the meaning set forth in 3.1(h).

    


     

    “Money Laundering
Laws” shall have the meaning set forth in 3.1(tt).

     

    “OFAC” shall have the
meaning set forth in 3.1(qq).

     

     “Permitted Free Writing
Prospectus(es)” shall have the meaning set forth in 3.1(g).

    


     

    “Per Share Purchase
Price” equals $2.00, subject to adjustment for reverse and forward stock
splits, stock dividends, stock combinations and other similar transactions of
the Common Stock that occur after the date of this Agreement.

     

    “Person” means an
individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any
kind.

     

     “Pharmaceutical
Product” shall have the meaning ascribed to such term in Section
3.1(pp).

     

    “Placement Agent”
means Ladenburg Thalmann & Co. Inc.

     

     “Proceeding” means an
action, claim, suit, investigation or proceeding (including, without limitation,
an informal investigation or partial proceeding, such as a deposition), whether
commenced or threatened.

     

    “Prospectus” means the
Base Prospectus together with the Prospectus Supplement.

     

    “Prospectus
Supplement” means the supplement to the Base Prospectus complying with
Rule 424(b) of the Securities Act that is filed with the
Commission.

     

     “Purchaser Party”
shall have the meaning ascribed to such term in Section 4.8.

     

    “Registration
Statement” means the registration statement on Form S-3 with Commission
file No. 333-162374, including financial statements and all exhibits and any
information deemed to be included therein by Rule 430A, Rule 430B or Rule
430C of the Rules and Regulations, as applicable, which registers the sale of
the Shares, the Warrants and the Warrant Shares to the Purchasers.

     

     “Rule 144” means Rule
144 promulgated by the Commission pursuant to the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such
Rule.

     

    “Rule 424” means Rule
424 promulgated by the Commission pursuant to the Securities Act, as such Rule
may be amended or interpreted from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same
purpose and effect as such Rule.

     

    “Rule 462 Registration
Statement” shall have the meaning set forth in 3.1(a).

    


    “Rules and
Regulations” means the rules and regulations under the Securities
Act.

    


    “SEC Reports” shall
have the meaning ascribed to such term in Section 3.1(vv).

    


    “Securities” means the
Shares, the Warrants and the Warrant Shares.

    


    “Securities Act” means
the Securities Act of 1933, as amended.

    


    “Series A Warrants”
means, collectively, the Series A Common Stock purchase warrants delivered to
the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which
Warrants shall be exercisable after the six month anniversary of issuance and
have a term of exercise expiring on the five year anniversary of the initial
date of issuance, in the form of Exhibit A attached
hereto.

     

    “Series B Warrants”
means, collectively, the Series B Common Stock purchase warrants delivered to
the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which
Warrants shall be exercisable after the 6-month anniversary of issuance and have
a term of exercise expiring on the 18-month  anniversary of the
initial date of issuance, in the form of Exhibit A attached
hereto.

     

    “Shares” means the
shares of Common Stock issued or issuable to each Purchaser on the Closing Date
pursuant to this Agreement.

     

    “Short Sales” means
all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange
Act (but shall not be deemed to include the location and/or reservation of
borrowable shares of Common Stock). 

     

    “Subscription Amount”
means, as to each Purchaser, the aggregate amount of consideration to be paid
for Shares and Warrants purchased hereunder as specified below such Purchaser’s
name on the signature page of this Agreement and next to the heading
“Subscription Amount,” in United States dollars and in immediately available
funds.

     

    “Subsidiary” means any
subsidiary of the Company as set forth on Schedule 3.1(h), and
shall, where applicable, also include any direct or indirect subsidiary of the
Company formed or acquired after the date hereof.

     

    “Trademarks” shall
have the meaning ascribed to such term in Section 3.1(cc).

     

    “Trading Day” means a
day on which the principal Trading Market is open for trading.

     

    “Trading Market” means
any of the following markets or exchanges on which the Common Stock is listed or
quoted for trading on the date in question: the NYSE AMEX, the Nasdaq Capital
Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New
York Stock Exchange (or any successors to any of the foregoing).

     

    “Transaction
Documents” means this Agreement, the Warrants and any other documents or
agreements executed by the Company in connection with the transactions
contemplated hereunder.

     

    “Transfer Agent” means
American Stock Transfer and Trust Company, the current transfer agent of the
Company, with a postal address of 59 Maiden Lane, Plaza Level, New York, NY
10038, an overnight delivery address of Operations Center, 6201 15th Avenue,
Brooklyn, NY 11219, and a facsimile number of 718-765-8718, and any successor
transfer agent of the Company.

     

    “Warrants” means the
Series A Warrants and the Series B Warrants.

     

    “Warrant Shares” means
the shares of Common Stock issuable upon exercise of the Warrants.

     

    “WS” means Weinstein
Smith LLP with offices located at 420 Lexington Avenue, Suite 2620, New York,
New York 10170-0002.

     

    ARTICLE
II.

     

    PURCHASE
AND SALE

     

    2.1 Closing.  On
the Closing Date, upon the terms and subject to the conditions set forth herein,
substantially concurrent with the execution and delivery of this Agreement by
the parties hereto, the Company agrees to sell, and the Purchasers, severally
and not jointly, agree to purchase, up to an aggregate of (i) 3,747,558 Shares
and (ii) Warrants as calculated pursuant to Section 2.2(a)
below.  Each Purchaser shall deliver to the Company, via wire transfer
of immediately available funds equal to such Purchaser’s Subscription Amount as
set forth on the signature page hereto executed by such Purchaser and the
Company shall deliver to each Purchaser its respective Shares and Warrants as
determined pursuant to Section 2.2(a), and the Company and each Purchaser shall
deliver the other items set forth in Section 2.2 deliverable at the
Closing.  Upon satisfaction of the covenants and conditions set forth
in Sections 2.2 and 2.3, the Closing shall occur at the offices of WS or such
other location as the parties shall mutually agree.

     

    2.2 Deliveries.

     

    (a) On or
prior to the Closing Date, the Company shall deliver or cause to be delivered to
each Purchaser the following:

     

    (i) this
Agreement duly executed by the Company;

     

    (ii) a legal
opinion of the Los Angeles office of Paul, Hastings, Janofsky & Walker LLP,
with offices located at 515 South Flower Street, 25th Floor, Los Angeles,
California 90071, in the form previously delivered to the Placement
Agent;

     

    (iii) a copy of
the irrevocable instructions to the Company’s transfer agent instructing the
transfer agent to credit such Purchaser’s account or accounts with the Shares
pursuant to the information contained in the DWAC (as defined below) equal to
such Purchaser’s Subscription Amount divided by the Per Share Purchase Price,
rounded down to the nearest whole Share, registered in the name of such
Purchaser;

     

    (iv) a Series
A Warrant registered in the name of such Purchaser to purchase up to a number of
shares of Common Stock equal to 50% of such Purchaser’s Shares, with an exercise
price equal $2.45, subject to adjustment therein (such Warrant certificate may
be delivered within three Trading Days of the Closing Date);

     

    (v) a Series
B Warrant registered in the name of such Purchaser to purchase up to a number of
shares of Common Stock equal to 50% of such Purchaser’s Shares, with an exercise
price equal to $2.45, subject to adjustment therein (such Warrant certificate
may be delivered within three Trading Days of the Closing Date);
and

     

    (vi) the Base
Prospectus and Prospectus Supplement (each which may be delivered in accordance
with Rule 172 under the Securities Act).

     

    (b) On or
prior to the Closing Date, each Purchaser shall deliver or cause to be delivered
to the Company the following:

     

    (i) this
Agreement duly executed by such Purchaser; and

     

    (ii) such
Purchaser’s Subscription Amount by wire transfer of immediately available funds
to the account as specified in writing by the Company.

     

    2.3 Closing
Conditions.

     

    (a)           The
obligations of the Company hereunder in connection with the Closing are subject
to the following conditions being met, unless expressly waived in writing by the
Company at or before Closing:

     

    (i) the
accuracy in all material respects on the Closing Date of the representations and
warranties of the Purchasers contained herein (unless as of a specific date
therein);

     

    (ii) all
obligations, covenants and agreements of each Purchaser required to be performed
at or prior to the Closing Date shall have been performed; and

     

    (iii) the
delivery by each Purchaser of the items set forth in Section 2.2(b) of this
Agreement.

     

    (b) The
respective obligations of the Purchasers hereunder in connection with the
Closing are subject to the following conditions being met:

     

    (i) the
accuracy in all material respects when made and on the Closing Date of the
representations and warranties of the Company contained herein (unless as of a
specific date therein);

     

    (ii) all
obligations, covenants and agreements of the Company required to be performed at
or prior to the Closing Date shall have been performed;

     

    (iii) the
delivery by the Company of the items set forth in Section 2.2(a) of this
Agreement;

     

    (iv) there
shall have been no Material Adverse Effect with respect to the Company since the
date hereof; and

     

    (v) from the
date hereof to the Closing Date, trading in the Common Stock shall not have been
suspended by the Commission or the Company’s principal Trading Market (except
for any suspension of trading of limited duration agreed to by the Company,
which suspension shall be terminated prior to the Closing), and, at any time
prior to the Closing Date, trading in securities generally as reported by
Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall
not have been established on securities whose trades are reported by such
service, or on any Trading Market, nor shall a banking moratorium have been
declared either by the United States or New York State authorities nor shall
there have occurred any material outbreak or escalation of hostilities or other
national or international calamity of such magnitude in its effect on, or any
material adverse change in, any Trading Market which, in each case, in the
reasonable judgment of each Purchaser, makes it impracticable or inadvisable to
purchase the Shares and Warrants at the Closing.

     

    ARTICLE
III.

     

    REPRESENTATIONS
AND WARRANTIES

     

    3.1 Representations and
Warranties of the Company.  Except as set forth in the
Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof
and shall qualify any representation or otherwise made herein to the extent of
the disclosure contained in the corresponding section of the Disclosure
Schedules, the Company hereby makes the following representations and warranties
to each Purchaser:

     

    (a) Compliance with Registration
Requirements.  The Company
meets the requirements for use of Form S-3 and the Registration Statement
relating to the Securities which was declared effective on November 5, 2009 (the
“Effective
Date”), including a base prospectus dated as of October 7, 2009 (the
“Base
Prospectus”) and such amendments to such Registration Statement as may
have been required to the date of this Agreement, has been prepared by the
Company under the provisions of the Securities Act and the Rules and
Regulations, and has been filed with the Commission.  Copies of such
Registration Statement and of each amendment thereto, if any, including the Base
Prospectus, heretofore filed by the Company with the Commission have been
delivered to each Purchaser.  If the Company files a registration
statement to register a portion of the Securities and relies on Rule 462(b)
of the Rules and Regulations for such registration statement to become effective
upon filing with the Commission (the “Rule 462 Registration
Statement”), then any reference to the Registration Statement shall be
deemed to include the Rule 462 Registration Statement, as amended from time
to time.  The Company has filed the Base Prospectus with the
Commission and shall promptly hereafter file with the Commission the Prospectus
Supplement. Any reference herein to the Registration Statement or the Prospectus
shall be deemed to refer to and include the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 which were filed under the Exchange
Act, or in respect of the Registration Statement, other information deemed by
the Rules and Regulations to be a part of or included therein, on or before the
initial effective date or the date of the Prospectus, as the case may be. Any reference herein to
the terms “amend,” “amendment” or “supplement” with respect to the Registration
Statement or the Prospectus shall be deemed to refer to and include the filing
of any document under the Exchange Act which is incorporated by reference
therein, or in respect of the Registration Statement, such other information
deemed by the Rules and Regulations to be a part of or included therein, after
the initial effective date, or the date of the Prospectus, as the case may
be.

     

    (b) Effectiveness of
Registration.  The Registration
Statement, any Rule 462 Registration Statement and any post-effective
amendment thereto have been declared effective by the Commission under the
Securities Act or have become effective pursuant to Rule 462 under the Rules and
Regulations.  The Company has responded to all requests, if any, of
the Commission for additional or supplemental information.  No stop
order suspending the effectiveness of the Registration Statement or any
Rule 462 Registration Statement is in effect and no proceedings for such
purpose have been instituted or are pending or, to the best knowledge of the
Company, are contemplated or threatened by the Commission.

     

    (c) Accuracy of Registration
Statement.  Each of the
Registration Statement, any Rule 462(b) Registration Statement and any
post-effective amendment thereto, at the time it became effective and on the
Closing Date, complied and will comply in all material respects with the
Securities Act and the Rules and Regulations, and did not and will not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein not misleading.  The Prospectus, as amended or supplemented,
as of its date and at the Closing Date, complied and will comply in all material
respects with the Securities Act and the Rules and Regulations, and did not or
will not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein not misleading, in the
light of the circumstances under which they were made.  The Base
Prospectus complied when filed as part of the Registration Statement in all
material respects with the Securities Act, and the Prospectus delivered to each
Purchaser for use in connection with this offering is identical to the
electronically transmitted copies thereof filed with the Commission on EDGAR,
except to the extent permitted by Regulation S-T.

     

    (d)  Documents Incorporated by
Reference.  The documents
incorporated or deemed to be incorporated by reference in the Prospectus, at the
time they were or hereafter are filed with the Commission, conformed and will
conform in all material respects to the requirements of the Exchange Act, and,
when read together with the other information in the Prospectus, at the time the
Registration Statement and any amendments thereto become effective and at the
Closing Date, will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not
misleading.

     

    (e) Company Not Ineligible
Issuer.  (i) At the earliest time after the filing of the
Registration Statement relating to the Securities that the Company or another
offering participant made a bona fide offer
(within the meaning of Rule 164(h)(2)) of the Rules and Regulations and (ii) as
of the date of the execution and delivery of this Agreement (with such date
being used as the determination date for purposes of this clause (ii)), the
Company was not and is not an “ineligible issuer”
(as defined in Rule 405 of the Rules and Regulations).

     

    (f) Disclosure at the Time of
Sale.  As of the
Closing Date, (A) the Issuer General Use Free Writing Prospectus(es) issued at
or prior to the Closing Date and (B) the Base Prospectus, all considered
together (collectively, the “General Disclosure
Package”), did not include any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.  The preceding sentence does not apply to statements in or
omissions from the General Disclosure Package based upon and in conformity with
written information furnished to the Company by the Placement Agent specifically
for use therein, it being understood and agreed that the only such information
furnished by or on behalf of the Placement Agent consists of the information
described as such in Section 3.1(c) hereof.

     

    (g) Distribution of Offering
Material by the Company.  The Company has
not distributed and will not distribute, prior to the Closing Date, any offering
material in connection with the offering or sale of the Shares or Warrants other
than the Registration Statement, any free writing prospectus consented to by the
Placement Agent (the “Permitted Free Writing
Prospectuses”), and the Prospectus.

     

    (h) Due Incorporation;
Subsidiaries. (i) The Company is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation.  The Company has full corporate power and authority to
conduct all the activities conducted by it, to own or lease all the assets owned
or leased by it and to conduct its business as described in the Registration
Statement and the Prospectus.  The Company is duly licensed or
qualified to do business in and in good standing as a foreign corporation in all
jurisdictions in which the nature of the activities conducted by it or the
character of the assets owned or leased by it makes such licensing or
qualification necessary, except to the extent that the failure to be so licensed
or qualified, or to be in such good standing, would not reasonably be expected
to have a material adverse effect on the business, properties, financial
condition or results of operations of the Company and the Subsidiaries, taken as
a whole (a “Material
Adverse Effect”).  (ii) The only significant subsidiaries (as
defined in the Rules and Regulations) of the Company are the subsidiaries listed
on Schedule
3.1(h) hereto (the “Subsidiaries”).  The
Subsidiaries are duly organized, validly existing and in good standing under the
laws of their respective jurisdictions of organization.  The
Subsidiaries have full corporate power and authority to conduct all the
activities conducted by them, to own or lease all the assets owned or leased by
them and to conduct their business as described in the Registration Statement
and the Prospectus except to the extent that the failure to have such power and
authority would not reasonably be expected to have a Material Adverse
Effect.  The Subsidiaries are duly licensed or qualified to do
business in and in good standing as foreign entities in all jurisdictions in
which the nature of the activities conducted by them or the character of the
assets owned or leased by them makes such licensing or qualification necessary
except to the extent that the failure to be so licensed or qualified, or to be
in such good standing, would not reasonably be expected to have a Material
Adverse Effect.  Except for the stock of the Subsidiaries and as
disclosed in the Registration Statement, the Company does not own directly or
indirectly, any shares of stock or any other equity or long-term debt securities
of any corporation or have any equity interest in any firm, partnership, joint
venture, association or other entity.  All of the outstanding shares
of capital stock of the Subsidiaries (x) have been duly authorized and validly
issued, (y) are fully paid and non-assessable, and are (z) owned by the Company
free and clear of all liens, encumbrances and claims, except in the case of
subclause (z) as would not reasonably be expected to have a Material Adverse
Effect.  Except for the stock of the Subsidiaries and as disclosed in
the Registration Statement, the Company does not own, directly or indirectly,
any shares of stock or any other equity or long-term debt securities of any
corporation or have any equity interest in any firm, partnership, joint venture,
association or other entity.

     

    (i) Authorization of Securities;
Capitalization.  The authorized,
issued and outstanding capital stock of the Company is as set forth in the
Registration Statement and the Prospectus under the caption “Capitalization”
(except for subsequent issuances, if any, pursuant to this Agreement, pursuant
to reservations, agreements or employee benefit plans referred to in the
Prospectus or pursuant to the exercise of convertible securities or options
referred to in the Prospectus).  The outstanding shares of Common
Stock and any other outstanding capital stock of the Company have been, and the
Shares and the Warrant Shares to be issued and sold by the Company upon such
issuance in accordance with this Agreement and upon exercise in accordance with
the Warrant, as the case may be, will be, duly authorized, validly issued, fully
paid and non-assessable and will not be subject to any preemptive, first
refusal, or similar right.  The description of the Common Stock
included or incorporated by reference in the Registration Statement and the
Prospectus is complete and accurate in all material respects.  The
Warrants have been duly and validly authorized by the Company and upon delivery
to the Purchaser at the Closing Date in accordance herewith will be valid and
binding obligations of the Company, enforceable in accordance with their terms,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights and remedies of
creditors generally or subject to general principles of
equity.  Except as set forth or incorporated by reference in the
Prospectus, the Company does not have outstanding any options to purchase, or
any rights or warrants to subscribe for, or any securities or obligations
convertible into, or any contracts or commitments to issue or sell, any shares
of capital stock of the Company or of any Subsidiaries or any such warrants,
convertible securities or obligations.  Upon the issuance and delivery
pursuant to the terms of this Agreement, the Purchasers will acquire good and
marketable title to the Securities, free and clear of any liens, charge, claim,
encumbrance, pledge, security interest, defect or other restriction or equity of
any kind whatsoever, except for restrictions on transfer of the Warrants and the
Warrant Shares that may be applicable under federal and state securities laws.
The issuance and sale of the Shares and Warrants will not obligate the Company
to issue shares of Common Stock or other securities of the Company to any Person
(other than the Purchasers) and will not result in a right of any holder of
Company securities to adjust the exercise, conversion, exchange or reset price
under any of such securities. No further approval or authorization of any
stockholder, the Board of Directors or others is required for the issuance and
sale of the Securities, not including for this purpose any Warrant Shares that
may be issuable pursuant to any adjustment under Section 9 of any Warrant (which
events giving rise to any such adjustment(s) may require approval of the Board
of Directors or stockholders).  There are no stockholders agreements,
voting agreements or other similar agreements with respect to the Company’s
capital stock to which the Company is currently a party or, to the knowledge of
the Company, between or among any of the Company’s stockholders.

     

    (j) Financial Statements;
Accountants.  The financial
statements and schedules included or incorporated by reference in the
Registration Statement or the Prospectus present fairly the consolidated
financial condition of the Company and the Subsidiaries as of the respective
dates thereof and the consolidated results of operations and cash flows of the
Company and the Subsidiaries for the respective periods covered thereby, all in
conformity with generally accepted accounting principles applied on a consistent
basis throughout the entire period involved, except as otherwise disclosed in
the Prospectus.  No other financial statements, schedules or “non-GAAP
financial measures” (as such term is defined by the rules and regulations of the
Commission) of the Company are required by the Securities Act, the Exchange Act and the
Rules and Regulations of the Exchange Act or the Rules and Regulations to be
included in the Registration Statement or the Prospectus.  Burr,
Pilger & Mayer, LLP (the “Accountants”) who
have reported on such financial statements and schedules for the year ended
August 31, 2009, are independent accountants with respect to the Company as
required by the Securities Act and the Rules and Regulations and by
Rule 3600T of the Public Accounting Oversight Board.  Except as
described in the Prospectus and as preapproved in accordance with the
requirements set forth in Section 10A of the Exchange Act, Burr, Pilger
& Mayer, LLP has not engaged in any “prohibited activities” (as defined in
Section 10A of the Exchange Act) on behalf of the Company.  The
statements included in the Registration Statement with respect to the
Accountants pursuant to Rule 509 of Regulation S-K of the Rules and
Regulations are true and correct in all material respects.

     

    (k) No Material Adverse
Changes.  Since the
respective dates as of which information is given in the Registration Statement
and the Prospectus, except as set forth or incorporated by reference in the
Prospectus, (i) there has not been and will not have been a material adverse
change in the business, properties, financial condition or results of operations
of each of the Company and the Subsidiaries, taken as a whole, arising for any
reason whatsoever (a “Material Adverse
Change”) or a Material Adverse Change in the capitalization of the
Company, (ii) the Company has not incurred any material liabilities or
obligations, direct or contingent, nor has it entered into any material
transactions not in the ordinary course of business, other than pursuant to this
Agreement and the transactions referred to herein, and (iii) the Company has not
paid or declared any dividends or other distributions of any kind on any class
of its capital stock.  Except for the issuance of the Securities
contemplated by this Agreement or as set forth on Schedule 3.1(k), and except
with respect to the execution, delivery and performance by the Company of that
certain placement agent agreement by and between the Company and the Placement
Agent, no event, liability, fact, circumstance, occurrence or development has
occurred or exists, or is reasonably expected to occur or exist, with respect to
the Company or its Subsidiaries or their respective business, prospects,
properties, operations, assets or financial condition that would be required to
be disclosed by the Company under applicable securities laws at the time this
representation is made or deemed made that has not been publicly disclosed at
least one (1) Trading Day prior to the date that this representation is
made.

     

    (l) Investment
Company.  The Company is
not an “investment company” or an “affiliated person” of, or “promoter” or
“principal underwriter” for, an “investment company,” as such terms are defined
in the Investment Company Act of 1940, as amended.

     

    (m)  Litigation.  Except as set
forth or incorporated by reference in the Prospectus, there are no actions,
suits or proceedings pending, or to the Company’s knowledge, threatened against
or affecting, the Company or any of the Subsidiaries or any of their respective
officers in their capacity as such, before or by any federal or state court,
commission, regulatory body including FINRA and the Trading Market,
administrative agency or other governmental body, domestic or foreign, wherein
an unfavorable ruling, decision or finding would reasonably be expected to have
a Material Adverse Effect.  Neither the Company nor any of the
Subsidiaries has received any notice of proceedings relating to the revocation
or modification of any authorization, approval, order, license, certificate,
franchise or permit.  There are no pending investigations known to the
Company involving the Company or any of the Subsidiaries by any governmental
agency having jurisdiction over the Company or any of the Subsidiaries or their
respective businesses or operations.

     

    (n) Necessary Licenses,
Compliance with Laws and Regulations and Performance of Obligations and
Contracts.  Each of the
Company and the Subsidiaries has, (i) all governmental and other regulatory
licenses, permits, consents, orders, approvals and other authorizations
necessary to carry on its business as described in the Prospectus, as currently
conducted, (ii) complied in all material respects with all laws, regulations and
orders applicable to it or its business and (iii) performed all obligations
required to be performed by it, and is not in default under any indenture,
mortgage, deed of trust, voting trust agreement, loan agreement, bond,
debenture, note agreement, lease or other agreement or instrument (individually,
a “Contract”
and collectively, “Contracts”) to which
it is a party or by which its property is bound, except in the case of
subclauses (i), (ii) and (iii), as would not reasonably be expected to have a
Material Adverse Effect. To the best knowledge of the Company, no other party
under any Contract to which it or the Subsidiaries is a party is in default in
any respect thereunder except to the extent such default would not reasonably be
expected to have a Material Adverse Effect, or has given written, or to the
knowledge of the officers and directors of the Company oral, notice to the
Company, the Subsidiaries or any of their respective officers or directors of
such other party’s intention to terminate, cancel or refuse to renew any
Contract.  Each of the Company and the Subsidiaries is not in
violation of any provision of its certificate of incorporation, by-laws or other
applicable governing documents, except to the extent such violation would not
reasonably be expected to have a Material Adverse Effect.

     

    (o) No Consent of Governmental
Body Needed.  No consent,
approval, authorization or order of, or any filing or declaration with, any
court or governmental agency or body is required in connection with the
authorization, issuance, transfer, sale or delivery of the Securities by the
Company or in connection with the execution, delivery and performance of this
Agreement by the Company, except as have been obtained under the Securities Act
and such as may be required under state securities or Blue Sky laws or the
by-laws and rules of the FINRA in connection with the purchase by the Purchasers
of the Securities to be sold by the Company.

     

    (p) Agreement Duly Authorized
and No Breach of Obligations or Charter.  The Company has
full corporate power and authority to enter into this Agreement.  This
Agreement has been duly authorized, executed and delivered by the Company and
this Agreement constitutes a valid and binding agreement of the Company
enforceable against the Company in accordance with the terms hereof, except as
the enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting
creditors’ rights generally or general equitable principles.  The
execution and delivery by the Company of this Agreement and the performance of
this Agreement, the consummation of the transactions contemplated hereby, and
the application of the net proceeds from the offering and sale of the Securities
to be sold by the Company in the manner set forth in the Prospectus under “Use
of Proceeds” do not (i) violate the certificate of incorporation or by-laws of
the Company or applicable governing documents of any of the Subsidiaries or (ii)
result in the creation or imposition of any lien, charge or encumbrance upon any
of the assets of the Company or any of its Subsidiaries pursuant to the terms or
provisions of, or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, or give any other party a right to
terminate any of its obligations under, or result in the acceleration of any
obligation under any Contract to which the Company or any of the Subsidiaries is
a party or by which the Company or any of the Subsidiaries or any of its
properties is bound, or violate or conflict with any judgment, ruling, decree,
order, statute, rule or regulation of any court or other governmental agency or
body applicable to the business or properties of the Company or any of the
Subsidiaries, except in the case of subclause (ii) as would not reasonably be
expected to have a Material Adverse Effect.

     

    (q) Title to
Property.  The Company and
each of the Subsidiaries has good and marketable title to all properties and
assets described in the Prospectus or in documents incorporated by reference in
the Prospectus as being owned respectively by it, free and clear of all liens,
charges, encumbrances or restrictions, except (i) as set forth or incorporated
by reference in the Prospectus, or (ii) as would not reasonably be expected to
have a Material Adverse Effect.  Each of the Company and the
Subsidiaries has valid, subsisting and enforceable leases or farmouts for the
properties described or incorporated by reference in the Prospectus as leased or
controlled by it, with such exceptions as are not material and do not materially
interfere with the use made and proposed to be made of such properties by the
Company and its Subsidiaries.

     

    (r) Documents Described in
Registration Statement.  There is no
document or Contract of a character required to be described or incorporated by
reference in the
Registration Statement or the Prospectus or to be filed as an exhibit to the
Registration Statement that is not described or filed as
required.  All such documents and Contracts described or incorporated
by reference in the Registration Statement or the Prospectus or filed as an
exhibit to the Registration Statement were duly authorized, executed and
delivered by the Company or Subsidiaries, constitutes valid and binding
agreements of the Company or such Subsidiaries and are enforceable against the
Company or such Subsidiaries in accordance with the terms thereof, except as the
enforcement may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting creditors’ rights
generally or general equitable principles.

     

    (s) Statistical and Market
Data.  All statistical
or market-related data included in the Registration Statement or the Prospectus
are based on or derived from sources that the Company believes to be reliable
and accurate, and the Company has obtained the written consent to the use of
such data from such sources to the extent the Company believes is
required.

     

    (t) No Price Stabilization or
Manipulation.  Neither the
Company nor any of its directors, officers or, to the Company’s knowledge,
controlling persons has taken, directly or indirectly, any action intended to
cause or result in, or which might reasonably be expected to cause or result in,
or which has constituted, stabilization or manipulation, under the Securities
Act or otherwise, of the price of any security of the Company to facilitate the
sale or resale of the Securities.

     

    (u) No Registration
Rights.  No holder of
securities of the Company has rights to register any securities of the Company
because of the filing of the Registration Statement, the Prospectus or the
offering of the Securities, except for rights that have been duly waived by such
holder, have expired or have been fulfilled by registration prior to the date of
this Agreement.

     

    (v) Stock Exchange
Listing.  The Common Stock
is listed on the NASDAQ Capital Market under the ticker symbol “RPTP”. The
issuance and listing on the Trading Market of the Shares and Warrant Shares
(other than any Warrant Shares that may be issuable pursuant to any adjustment
under Section 9 of any Warrant (which events giving rise to any such
adjustment(s) may require approval of the Board of Directors or stockholders))
requires no further approvals, including but not limited to, the approval of the
Company’s stockholders. The issuance and sale of the Securities hereunder does
not contravene the rules and regulations of the Trading Market.  The
Company is and has no current reason to believe that it will not in the
foreseeable future continue to be, in compliance with all such listing and
maintenance requirements.

     

    (w) Labor Matters.  The Company is
not involved in any material labor dispute nor, to the knowledge of the Company,
is any such dispute threatened. None of the Company’s or its Subsidiaries’
employees is a member of a union that relates to such employee’s relationship
with the Company or such Subsidiary, and neither the Company nor any of its
Subsidiaries is a party to a collective bargaining agreement, and the Company
believes that its and its Subsidiaries’ relationships with their employees are
good.  No executive officer, to the knowledge of the Company, is, or
is now expected to be, in violation of any material term of any employment
contract, confidentiality, disclosure or proprietary information agreement or
non-competition agreement, or any restrictive covenant in favor of any third
party, and to the knowledge of the Company, the continued employment of each
such executive officer does not subject the Company or any of its Subsidiaries
to any liability with respect to any of the foregoing matters.  The
Company and its Subsidiaries are in compliance with all U.S. federal, state,
local and foreign laws and regulations relating to employment and employment
practices, terms and conditions of employment and wages and hours, except where
the failure to be in compliance would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

     

    (x) Foreign Corrupt Practices;
No Unlawful Contributions or Payments.  Neither the
Company nor any of the Subsidiaries nor, to the best of the Company’s knowledge,
any of its/their respective officers, directors, employees or agents, has (i)
made any contribution or other payment to any official of, or candidate for, any
federal, state or foreign office in violation of any law or of the character
required to be disclosed in the Prospectus, (ii) directly or indirectly, used
any funds for unlawful contributions, gifts, entertainment or other unlawful
expenses related to foreign or domestic political activity, (iii) failed to
disclose fully any contribution made by the Company (or made by any person
acting on its behalf of which the Company is aware) which is in violation of
law, or (iv) violated in any material respect any provision of the Foreign
Corrupt Practices Act of 1977, as amended.

     

    (y) Taxes.  The Company and
each of the Subsidiaries has filed all federal, state and foreign income and
franchise tax returns and has paid all taxes required to be filed or paid by it
and, if due and payable, any related or similar assessment, fine or penalty
levied against it, other than any which the Company or any of its Subsidiaries
are contesting in good faith.  The Company has made adequate charges,
accruals and reserves in the applicable financial statements referred to in
Section 3(j) above in respect of all material federal, state and foreign
income and franchise taxes for all periods as to which the tax liability of the
Company has not been finally determined. There are no unpaid taxes in any
material amount claimed to be due by the taxing authority of any jurisdiction to
which the Company is subject, and the officers of the Company or of any
Subsidiary know of no basis for any such claim.

     

    (z) Insurance.  The Company and
each of the Subsidiaries carries, or is covered by, insurance in such amounts
and covering such risks as it believes is adequate for the conduct of its
business and the value of its properties and is customary for companies engaged
in similar industries, including, but not limited to, directors and officers
insurance coverage.  Neither the Company nor any Subsidiary has any
reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from
similar insurers.

     

    (aa)  Defined Benefit
Plans.  Neither the
Company nor any of the Subsidiaries has maintained or contributed to a defined
benefit plan as defined in Section 3(35) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”) within the
past six (6) years, other than a “multiemployer plan.”  No plan
maintained or contributed to by the Company that is subject to ERISA (an “ERISA Plan”) (or any
trust created thereunder) has engaged in a “prohibited transaction” within the
meaning of Section 406 of ERISA or Section 4975 of the Code that could
subject the Company or any of the Subsidiaries to any material tax penalty on
prohibited transactions and that has not adequately been
corrected.  Each ERISA Plan is in compliance in all material respects
with all reporting, disclosure and other requirements of the Code and ERISA as
they relate to such ERISA Plan, except for any noncompliance which would not
result in the imposition of a material tax or monetary penalty.  With
respect to each ERISA Plan that is intended to be “qualified” within the meaning
of Section 401(a) of the Code, either (i) a determination letter has been
issued by the Internal Revenue Service stating that such ERISA Plan and the
attendant trust are qualified thereunder (or may rely on an advisory or opinion
letter issued by the IRS as to such qualification), or (ii) the remedial
amendment period under Section 401(b) of the Code with respect to the
establishment of such ERISA Plan has not ended and a determination letter
application will be filed with respect to such ERISA Plan prior to the end of
such remedial amendment period.  Neither the Company nor any of the
Subsidiaries has completely or partially withdrawn from a “multiemployer plan,”
as defined in Section 3(37) of ERISA within the past six (6)
years.

     

    (bb) Intellectual
Property. To the Company’s
knowledge, except as set forth or incorporated by reference in the Prospectus,
each of the Company and the Subsidiaries owns, is licensed or otherwise has
adequate rights to use Company technology (including but not limited to
patented, patentable and unpatented inventions and unpatentable, proprietary or
confidential information, systems or procedures), designs, processes, trade
secrets, know how, copyrights and other works of authorship, computer programs
and technical data and information (collectively, the “Intellectual
Property”) that are used in and are material to its business as currently
conducted.  Neither the Company nor any of the Subsidiaries has
received any written threat of or written notice of infringement of or conflict
with asserted intellectual property rights of others with respect to the
Company’s or the Subsidiaries’ use of any of the Intellectual Property. Within
the previous year, except as described in the Prospectus or the SEC Reports, the
Company has not terminated or abandoned any of its Intellectual Property.
Neither the Company nor any Subsidiary has, within the previous year, received a
written notice that any of its Intellectual Property has expired, terminated or
been abandoned, or is expected to expire or terminate or be abandoned, within
two (2) years from the date of this Agreement.  The Company and its
Subsidiaries have taken reasonable security measures to protect the secrecy,
confidentiality and value of its trade secrets, except where failure to do so
would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

     

    (cc) Trademarks. To the Company’s
knowledge, except as set forth or incorporated by reference in the Prospectus,
the Company and the Subsidiaries own, are licensed or otherwise have the right
to use, all trademarks and trade names that are used in and are material to its
business as described in the Prospectus, as currently conducted (collectively,
the “Trademarks”).  Neither
the Company nor any of the Subsidiaries has received any written notice of
infringement of or conflict with asserted trademark rights of others with
respect to the Company’s or the Subsidiaries’ use of any of the
Trademarks.  Within the previous year, except as described in the
Prospectus or the SEC Reports, the Company nor any Subsidiary has received a
notice (written or otherwise) that any of, the Trademarks has expired,
terminated or been abandoned, or is expected to expire or terminate or be
abandoned, within two (2) years from the date of this Agreement.  The
Company and its Subsidiaries have taken reasonable security measures to protect
the value of all of the Trademarks, except where failure to do so could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

     

    (dd) Related Party
Transactions.  No relationship,
direct or indirect, exists between or among the Company or any Subsidiary on the
one hand, and the directors, officers, stockholders, customers or suppliers of
the Company on the other hand, that is required to be described in the
Prospectus and that is not so described or incorporated therein by reference,
including any transaction required to be disclosed pursuant to Item 404(a) of
regulation S-K.

     

    (ee) Environmental
Matters.  The Company (i)
is in compliance with any and all applicable federal, state and local laws and
regulations relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or
contaminants (collectively, “Environmental Laws”),
(ii) has received all permits, licenses or other approvals required of it under
applicable Environmental Laws to conduct its businesses and (iii) is in
compliance with all terms and conditions of any such permit, license or
approval, except in the case of subclauses (i) – (iii) as would not reasonably
be expected to have a Material Adverse Effect.

     

    (ff) Controls and Procedures;
Disclosure Controls and Procedures; Internal Control Over Financial Reporting
and Internal Accounting Controls; No Material Weakness in Internal
Controls.  The Company has
established and maintains disclosure controls and procedures (as such term is
defined in Rule 13a-15 and 15d-15 under the Exchange Act), that (A) are
designed to ensure that material information relating to the Company, including
its consolidated subsidiaries, is made known to the Company’s principal
executive officer and its principal financial officer by others within those
entities, particularly during the periods in which the periodic reports required
under the Exchange Act are being prepared; (B) provide for the periodic
evaluation of the effectiveness of such disclosure controls and procedures as of
the end of the period covered by the Company’s most recent annual or quarterly
report filed with the Commission; and (C) are effective in all material respects
to perform the functions for which they were established. The Company maintains
(i) effective internal control over financial reporting as defined
in  Rules 13a-15 and 15d-15 under the Exchange Act, and (ii) a system
of internal accounting controls sufficient to provide reasonable assurance that
(A) transactions are executed in accordance with management’s general or
specific authorizations; (B) transactions are recorded as necessary to
permit preparation of financial statements in conformity with generally accepted
accounting principles and to maintain asset accountability; (C) access to
assets is permitted only in accordance with management’s general or specific
authorization; and (D) the recorded accountability for assets is compared
with the existing assets at reasonable intervals and appropriate action is taken
with respect to any differences. Except as disclosed in the General Disclosure
Package and the Prospectus, or in any document incorporated by reference
therein, since the end of the Company’s most recent audited fiscal year, there
has been no change in the Company’s internal control over financial reporting
that has materially affected, or is reasonably likely to materially affect, the
Company’s internal control over financial reporting. The Company is not aware of
(A) any significant deficiency in the design or operation of its internal
control over financial reporting which is reasonably likely to adversely affect
the Company’s ability to record, process, summarize and report financial data or
any material weaknesses in internal controls, except as disclosed in the General
Disclosure Package and the Prospectus, or in any document incorporated by
reference therein, since the end of the Company’s most recent audited fiscal
year; or (B) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Company’s internal
controls.

     

    (gg) Off-Balance Sheet
Transactions.  Except as
described in the General Disclosure Package and the Prospectus, there are no
material off-balance sheet transactions (including, without limitation,
transactions related to, and the existence of, “variable interest entities”
within the meaning of Financial Accounting Standards Board Interpretation
No. 46), arrangements, obligations (including contingent obligations), or
any other relationships with unconsolidated entities or other persons, that may
have a material current or future effect on the Company’s financial condition,
changes in financial condition, results of operations, liquidity, capital
expenditures, capital resources, or significant components of revenues or
expenses.

     

    (hh) Sarbanes-Oxley.  The Company is
in compliance in all material respects with all applicable effective provisions
of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the
Commission promulgated thereunder.

     

    (ii) FINRA
Affiliations.  There are no affiliations with any FINRA member
firm among the Company’s officers, directors or, to the knowledge of the
Company, any five percent (5%) or greater stockholder of the Company, except as
set forth in the Prospectus.

     

    (jj) Regulation M
Compliance.  The Company has not, and to its knowledge no one acting
on its behalf has, (i) taken, directly or indirectly, any action designed to
cause or to result in the stabilization or manipulation of the price of any
security of the Company to facilitate the sale or resale of any of the
Securities, (ii) sold, bid for, purchased, or, paid any compensation for
soliciting purchases of, any of the Securities (other than for the Placement
Agent’s placement of the Securities), or (iii) paid or agreed to pay to any
person any compensation for soliciting another to purchase any other securities
of the Company, except any such agreement which has previously been
terminated.

     

    (kk) Certain
Fees.  Except for fees payable to the Placement Agent as set
forth in the Prospectus Supplement, no brokerage or finder’s fees or commissions
are or will be payable by the Company to any broker, financial advisor or
consultant, finder, placement agent, investment banker, bank or other Person
with respect to the placement of the Securities nor will the Purchasers have any
obligation with respect to any such fees or commission due to actions of the
Company with respect to the placement of the Securities. In addition, the
Company acknowledges that as of the date hereof, an employee of the Placement
Agent beneficially owns approximately 4% of the outstanding Common Stock of the
Company (which excludes warrants beneficially owned by such employee to purchase
Common Stock of the Company that are not exercisable within sixty (60) days of
the date hereof).  The Placement Agent has advised the Company that
this employee has agreed with the Placement Agent not to publicly sell or
dispose of such securities of the Company for a period of 180 days following the
Closing.

     

    (ll) Listing and Maintenance
Requirements.  The Common Stock is registered pursuant to
Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action
designed to, or which to its knowledge is likely to have the effect of,
terminating the registration of the Common Stock under the Exchange Act nor has
the Company received any notification that the Commission is contemplating
terminating such registration.

     

    (mm) Application of Takeover
Protections.  The Company and its board of directors have taken
all necessary action, if any, in order to render inapplicable any control share
acquisition, business combination, poison pill (including any distribution under
a rights agreement) or other similar anti-takeover provision under the Company’s
Certificate of Incorporation (or similar charter documents) or the laws of its
state of incorporation that is applicable to the Purchasers as a result of the
Company’s issuance of the Shares and Warrants and the Purchasers’ ownership of
the Shares and Warrants as of the Closing Date.

     

    (nn) Acknowledgment Regarding
Purchasers’ Purchase of Securities.  The Company acknowledges
and agrees that each of the Purchasers is acting solely in the capacity of an
arm’s length purchaser with respect to the Transaction Documents and the
transactions contemplated thereby.  The Company further acknowledges
that no Purchaser is acting as a financial advisor or fiduciary of the Company
(or in any similar capacity) with respect to the Transaction Documents and the
transactions contemplated thereby.  The Company further represents to
each Purchaser that the Company’s decision to enter into this Agreement and the
other Transaction Documents has been based solely on the independent evaluation
of the transactions contemplated hereby by the Company and its
representatives.

     

    (oo) Acknowledgement Regarding
Purchaser’s Trading Activity.  Anything in this Agreement or
elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and
4.14 hereof), it is understood and acknowledged by the Company that: (i) none of
the Purchasers have been asked by the Company to agree, nor, to the knowledge of
the Company, has any Purchaser agreed, to desist from purchasing or selling,
long and/or short, securities of the Company, or “derivative” securities based
on securities issued by the Company or to hold the Securities for any specified
term; (ii) past or future open market or other transactions by any Purchaser,
specifically including, without limitation, Short Sales or “derivative”
transactions, before or after the closing of this or future private placement
transactions, may negatively impact the market price of the Company’s
publicly-traded securities; (iii) any Purchaser, and counter-parties in
“derivative” transactions to which any such Purchaser is a party, directly or
indirectly, presently may have a “short” position in the Common Stock, and (iv)
each Purchaser shall not be deemed to have any affiliation with or control over
any arm’s length counter-party in any “derivative” transaction.  The
Company further understands and acknowledges that (y) one or more Purchasers may
engage in hedging activities at various times during the period that the
Securities are outstanding, including, without limitation, during the periods
that the value of the Warrant Shares deliverable with respect to Securities are
being determined, and (z) such hedging activities (if any) could reduce the
value of the existing stockholders' equity interests in the Company at and after
the time that the hedging activities are being conducted.  The Company
acknowledges that such aforementioned hedging activities do not constitute a
breach of any of the Transaction Documents.

     

    (pp) FDA.  As to
each product subject to the jurisdiction of the U.S. Food and Drug
Administration (“FDA”) under the
Federal Food, Drug and Cosmetic Act, as amended, and the regulations thereunder
(“FDCA”) that
is manufactured, packaged, labeled, tested, distributed, sold, and/or marketed
by the Company or any of its Subsidiaries (each such product, a “Pharmaceutical
Product”), such Pharmaceutical Product is being manufactured, packaged,
labeled, tested, distributed, sold and/or marketed by the Company in compliance
with all applicable requirements under FDCA and similar laws, rules and
regulations relating to registration, investigational use, premarket clearance,
licensure, or application approval, good manufacturing practices, good
laboratory practices, good clinical practices, product listing, quotas,
labeling, advertising, record keeping and filing of reports, except where the
failure to be in compliance would not have a Material Adverse
Effect.  Except as otherwise described or incorporated by reference in
the Prospectus, there is no pending or, to the Company's knowledge, threatened,
action (including any lawsuit, arbitration, or legal or administrative or
regulatory proceeding, charge, complaint, or investigation) against the Company
or any of its Subsidiaries, and none of the Company or any of its Subsidiaries
has received any notice, warning letter or other communication from the FDA or
any other governmental entity, which (i) contests the premarket clearance,
licensure, registration, or approval of, the uses of, the distribution of, the
manufacturing or packaging of, the testing of, the sale of, or the labeling and
promotion of any Pharmaceutical Product, (ii) withdraws its approval of,
requests the recall, suspension, or seizure of, or withdraws or orders the
withdrawal of advertising or sales promotional materials relating to, any
Pharmaceutical Product, (iii) imposes a clinical hold on any clinical
investigation by the Company or any of its Subsidiaries, (iv) enjoins production
at any facility of the Company or any of its Subsidiaries, (v) enters or
proposes to enter into a consent decree of permanent injunction with the Company
or any of its Subsidiaries, or (vi) otherwise alleges any violation of any laws,
rules or regulations by the Company or any of its Subsidiaries, and which,
either individually or in the aggregate, would have a Material Adverse
Effect.  The properties, business and operations of the Company have
been and are being conducted in all material respects in accordance with all
applicable laws, rules and regulations of the FDA except where failure to be in
such compliance would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.  The Company has not been
informed by the FDA that the FDA will prohibit the marketing, sale, license or
use in the United States of any product proposed to be developed, produced or
marketed by the Company nor has the FDA expressed any material concern as to
approving or clearing for marketing any product being developed or proposed to
be developed by the Company that the Company reasonably believes cannot be
adequately addressed by the Company.

     

    (qq) Office of Foreign Assets
Control.  Neither the Company nor, to the Company's knowledge,
any director, officer, agent, employee or Affiliate of the Company is currently
subject to any U.S. sanctions administered by the Office of Foreign Assets
Control of the U.S. Treasury Department (“OFAC”).

     

    (rr) U.S. Real Property Holding
Corporation.  The Company is not a U.S. real property holding
corporation within the meaning of Section 897 of the Internal Revenue Code of
1986, as amended.

     

    (ss) Bank Holding Company
Act.  Neither the Company nor any of its Subsidiaries or, to
the knowledge of the Company, Affiliates is subject to the Bank Holding Company
Act of 1956, as amended (the “BHCA”) and to
regulation by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”).  Neither the Company nor any of its Subsidiaries or,
to the knowledge of the Company, Affiliates owns or controls, directly or
indirectly, five percent (5%) or more of the outstanding shares of any class of
voting securities or twenty-five percent or more of the total equity of a bank
or any entity that is subject to the BHCA and to regulation by the Federal
Reserve.  Neither the Company nor any of its Subsidiaries or, to the
knowledge of the Company, Affiliates exercises a controlling influence over the
management or policies of a bank or any entity that is subject to the BHCA and
to regulation by the Federal Reserve.

     

    (tt) Money
Laundering.  The operations of the Company are and have been
conducted at all times in compliance with applicable financial record-keeping
and reporting requirements of the Currency and Foreign Transactions Reporting
Act of 1970, as amended, applicable money laundering statutes and applicable
rules and regulations thereunder (collectively, the “Money Laundering
Laws”), and no action, suit or proceeding by or before any court or
governmental agency, authority or body or any arbitrator involving the Company
with respect to the Money Laundering Laws is pending or, to the knowledge of the
Company, threatened.

     

    (uu)  No Integrated
Offering. Assuming the accuracy of the Purchasers’ representations and
warranties set forth in Section 3.2, neither the Company, nor any of its
Affiliates, nor any Person acting on its or their behalf has, directly or
indirectly, made any sales of any security, under circumstances that would cause
sales of the Securities pursuant to this Agreement to be integrated with prior
sales of securities of the Company by the Company for purposes of any applicable
shareholder approval provisions of any Trading Market on which the Company’s
securities are currently listed.

     

    (vv)  SEC
Reports.  The Company has filed all reports, schedules, forms,
statements and other documents required to be filed by the Company under the
Securities Act and the Exchange Act, including pursuant to Section 13(a) or
15(d) thereof, for the two years preceding the date hereof (or such shorter
period as the Company was required by law or regulation to file such material)
(the foregoing materials, including the exhibits thereto and documents
incorporated by reference therein, not including the Prospectus, being
collectively referred to herein as the “SEC Reports”) on a
timely basis or has received a valid extension of such time of filing and has
filed any such SEC Reports prior to the expiration of any such
extension.  As of their respective dates, the SEC Reports complied in
all material respects with the requirements of the Securities Act and the
Exchange Act, as applicable, and none of the SEC Reports, when filed, contained
any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.

     

    (ww)  Disclosure.  Except
with respect to the material terms and conditions of the transactions
contemplated by the Transaction Documents, the Company confirms that neither it
nor, to its knowledge, any other Person acting on its behalf, has provided any
of the Purchasers or their agents or counsel with any information that it
believes constitutes or might constitute material, non-public information which
is not otherwise disclosed in the Prospectus Supplement.   The
Company understands and confirms that the Purchasers will rely on the foregoing
representation in effecting transactions in the Securities and other securities
of the Company.  The Company acknowledges and agrees that no Purchaser
makes or has made any representations or warranties with respect to the
transactions contemplated hereby other than those specifically set forth in
Section 3.2 hereof.

     

    3.2 Representations and
Warranties of the Purchasers.  Each Purchaser, for itself and
for no other Purchaser, hereby represents and warrants as of the date hereof and
as of the Closing Date to the Company as follows (unless as of a specific date
therein):

     

    (a) Organization;
Authority.  Such Purchaser is either an individual or an entity
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization with full right, corporate or partnership power
and authority to enter into and to consummate the transactions contemplated by
this Agreement and each other Transaction Document to which it is party and
otherwise to carry out its obligations hereunder and thereunder. The execution
and delivery of this Agreement and performance by such Purchaser of the
transactions contemplated by this Agreement and each other Transaction Document
to which it is a party have been duly authorized by all necessary corporate,
partnership, limited liability company or similar action, as applicable, on the
part of such Purchaser.  Each Transaction Document to which it is a
party has been duly executed by such Purchaser, and when delivered by such
Purchaser in accordance with the terms hereof, will constitute the valid and
legally binding obligation of such Purchaser, enforceable against it in
accordance with its terms, except as the enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or affecting creditors’ rights generally or general equitable
principles. In addition, each Purchaser acknowledges that as of the date hereof,
an employee of the Placement Agent beneficially owns approximately 4% of the
outstanding Common Stock of the Company (which excludes warrants beneficially
owned by such employee to purchase Common Stock of the Company that are not
exercisable within sixty (60) days of the date hereof).  The Placement
Agent has advised the Company that this employee has agreed with the Placement
Agent not to publicly sell or dispose of such securities of the Company for a
period of 180 days following the Closing.

     

    (b) Understandings or
Arrangements.  Such Purchaser is acquiring the Securities as
principal for its own account and has no direct or indirect arrangement or
understandings with any other persons or any current intention to distribute or
regarding the distribution of such Securities (this representation and warranty
not limiting such Purchaser’s right to sell the Securities in compliance with
applicable federal and state securities laws).

     

    (c) Access.  Such
Purchaser is acquiring the Securities hereunder in the ordinary course of its
business.  Such Purchaser represents that (i) it has had full access
to the General Disclosure Package prior to or in connection with its receipt of
this Agreement and is relying only on such information and documents in making
its decision to purchase the Securities; and (ii) it has had full access to and
the opportunity to review all filings made by the Company with the Commission,
and that it was able to read, review, download and print each such
filing.

     

    (d) Purchaser
Status.  At the time such Purchaser was offered the Securities,
it was, and as of the date hereof it is, and on each date on which it exercises
any Warrants, it will be either: (i) an “accredited investor” as defined in Rule
501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a
“qualified institutional buyer” as defined in Rule 144A(a) under the Securities
Act.  Such Purchaser is not required to be registered as a
broker-dealer under Section 15 of the Exchange Act.

     

    (e) Experience of Such
Purchaser.  Such Purchaser, either alone or together with its
representatives (in such case, such representative shall deliver on the Closing
Date a certificate in form and substance reasonably satisfactory to the Company
to such effect), has such knowledge, sophistication and experience in business
and financial matters so as to be capable of evaluating the merits and risks of
the prospective investment in the Securities, and has so evaluated the merits
and risks of such investment.  Such Purchaser is able to bear the
economic risk of an investment in the Securities and, at the present time, is
able to afford a complete loss of such investment and has requested, received,
reviewed and considered all information it deemed relevant in making an informed
decision to purchase the Securities.

     

    (f) Certain Transactions and
Confidentiality.  Other than consummating the transactions
contemplated hereunder, such Purchaser has not, nor has any Person acting on
behalf of or pursuant to any understanding with such Purchaser, directly or
indirectly executed any purchases or sales, including Short Sales, of the
securities of the Company during the period commencing as of the time that such
Purchaser first received a term sheet (written or oral) of the Company or any
other Person representing the Company setting forth the material terms of the
transactions contemplated hereunder and ending immediately prior to the public
announcement of the transactions contemplated by this Agreement and other
Transaction Documents.  Notwithstanding the foregoing, in the case of
a Purchaser that is a multi-managed investment vehicle whereby separate
portfolio managers manage separate portions of such Purchaser’s assets and the
portfolio managers have no direct knowledge of the investment decisions made by
the portfolio managers managing other portions of such Purchaser’s assets, the
representation set forth above shall only apply with respect to the portion of
assets managed by the portfolio manager that made the investment decision to
purchase the Securities covered by this Agreement.  Such Purchaser has
maintained the confidentiality of all disclosures made to it in connection with
the transactions contemplated by this Agreement (including the existence and
terms of this Agreement). Notwithstanding the foregoing, for avoidance of doubt,
nothing contained herein shall constitute a representation or warranty, or
preclude any actions, with respect to the identification of the availability of,
or securing of, available shares to borrow in order to effect Short Sales or
similar transactions after the public announcement of the transactions
contemplated by this Agreement and other Transaction Documents.

     

    (g) Other
Fees.  Such Purchaser acknowledges that the Company has agreed
to pay the Placement Agent a fee, as set forth in the Prospectus Supplement in
respect of the sale of the Securities.

     

    (h) Advice of
Counsel.  Such Purchaser understands, agrees and acknowledges
that nothing in the General Disclosure Package, and any amendments or
supplements thereto, this Agreement or any other Transaction Document
constitutes legal, tax or investment advice. Such Purchaser has consulted such
legal, tax and investment advisors as it, in its sole discretion, has deemed
necessary or appropriate in connection with its purchase of the
Securities.

     

    (i) Associations.  Such
Purchaser represents that, except as set forth on the
signature page hereto, (i) it has had no position, office or other
material relationship within the past three years with the Company or persons
known to it to be Affiliates of the Company, (ii) it is not a, and it has no
direct or indirect affiliation or association with any, FINRA member or an
Associated Person (as such term is defined under FINRA Membership and
Registration Rules Section 1011(b)) as of the date hereof, and (iii) neither it
nor any group of investors (as identified in a public filing made with the
Commission) of which it is a member, acquired, or obtained the right to acquire,
20% or more of the Common Stock (or securities convertible or exercisable for
Common Stock) or the voting power of the Company on a post-transaction
basis.

     

    The
Company acknowledges and agrees that, except as expressly permitted in Section
3.1, the representations contained in Section 3.2 shall not modify, amend or
affect such Purchaser’s right to rely on the Company’s representations and
warranties contained in this Agreement or any representations and warranties of
the Company contained in any other Transaction Document or any other document or
instrument executed and/or delivered in connection with this Agreement or the
consummation of the transaction contemplated hereby.  Notwithstanding
any investigation made by any Purchaser, all covenants, agreements,
representations and warranties made by any Purchaser herein shall survive the
execution of this Agreement, the delivery to the Purchaser of the Securities
being purchased and the payment therefor.

     

    ARTICLE
IV.

     

    OTHER
AGREEMENTS OF THE PARTIES

     

    Each covenant and agreement of the
Company and each Purchaser set forth in this Article IV shall continue in full
force and effect in accordance with its terms as set forth in this Article IV,
except that if no period is set forth in this Article IV with respect to such
covenant or agreement then for so long as any Warrant remains outstanding,
unexpired and unexercised.

     

    4.1 Warrant
Shares.  If all or any portion of a Warrant is exercised at a
time when there is an effective registration statement to cover the issuance of
the Warrant Shares or if the Warrant is exercised via cashless exercise, the
Warrant Shares issued pursuant to any such exercise shall be issued free of all
legends.  If at any time following the date hereof a Purchaser (or
holder) provides a notice of exercise with respect to a Warrant to the Company
and at such time the Registration Statement (or any subsequent registration
statement registering the sale of the Warrant Shares) is not effective or is not
otherwise available for the issuance of the Warrant Shares, the Company shall
immediately notify such Purchaser (or holder of the Warrants) in writing that
such registration statement is not then effective and thereafter shall promptly
notify such Purchaser (or holder) when the registration statement is effective
again and available for the issuance of the Warrant Shares (it being understood
and agreed that the foregoing shall not limit the ability of the Company to
issue, or any Purchaser to sell, any of the Warrant Shares in compliance with
applicable federal and state securities laws).  The Company shall use
commercially reasonable efforts to keep a registration statement (including the
Registration Statement) registering the issuance of the Warrant Shares effective
during the term of the outstanding, unexercised Warrants.

     

    4.2 Furnishing of
Information.  Until the earliest of the time that (i) no
Purchaser owns Securities or (ii) the Warrants have terminated or expired, the
Company covenants to timely file (or obtain extensions in respect thereof and
file within the applicable grace period) all reports required to be filed by the
Company after the date hereof pursuant to the Exchange Act.  As long
as any Purchaser owns Securities, if the Company is not required to file reports
pursuant to the Exchange Act, it will prepare and make publicly available in
accordance with Rule 144(c) such information as is required for the Purchasers
to sell the Securities under Rule 144.  The Company further covenants
that it will use commercially reasonable efforts to take such further action as
any Purchaser (which at such time owns any Shares or Warrants) may reasonably
request, to the extent required from time to time to enable such Person to sell
such Securities without registration under the Securities Act, including without
limitation, within the requirements of the exemption provided by under Rule
144.

     

    4.3 Integration.  The
Company shall not sell, offer for sale or solicit offers to buy or otherwise
negotiate in respect of any security (as defined in Section 2 of the Securities
Act) that would be integrated with the offer or sale of the Securities for
purposes of the rules and regulations of any Trading Market such that it would
require shareholder approval prior to the closing of such other transaction
unless shareholder approval is obtained before the closing of such subsequent
transaction.

     

    4.4 Securities Laws Disclosure;
Publicity.  The Company shall, by 8:30 a.m. (New York City
time) on the Trading Day immediately following the date hereof, issue a press
release disclosing the material terms of the transactions contemplated hereby,
and issue a Current Report on Form 8-K (“Signing 8-K”)
disclosing the material terms of the transactions contemplated hereby, and
including the material Transaction Documents as exhibits thereto within the time
required by the Exchange Act.  The Company may, by 8:30 a.m. (New York
City time) on the Trading Day immediately following the Closing Date, issue a
Current Report on Form 8-K (“Closing 8-K”)
disclosing the material terms of the transactions contemplated
hereby.  From and after the issuance of such press release, the
Company shall have publicly disclosed all material, non-public information
delivered to any of the Purchasers by the Company or any of its subsidiaries, or
any of their respective officers, directors, employees or agents in connection
with the transactions contemplated by the Transaction Documents.  The
Company and each Purchaser shall consult with each other in issuing any other
press releases with respect to the transactions contemplated hereby, and neither
the Company nor any Purchaser shall issue any such other press release nor
otherwise make any such public statement with respect to the transactions
contemplated hereby without the prior consent of the Company, with respect to
any other press release of any Purchaser, or without the prior consent of each
Purchaser, with respect to any other press release of the Company, which consent
shall not unreasonably be withheld or delayed, except if such disclosure is
required by law, in which case the disclosing party shall promptly provide the
other party with prior notice of such public statement or
communication.  Notwithstanding the foregoing, the Company shall not
publicly disclose the name of any Purchaser, or include the name of any
Purchaser in any filing with the Commission or any regulatory agency or Trading
Market, without the prior written consent of such Purchaser, except (a) as
required by federal securities law in connection with the filing of final
Transaction Documents (including signature pages thereto) with the Commission
and (b) to the extent such disclosure is required by law or Trading Market
regulations, in which case the Company shall, other than with respect to the
inclusion of signature pages to the Transaction Documents that are attached as
exhibits to the Signing 8-K, provide the Purchasers with prior notice of such
disclosure permitted under this clause (b).

     

    4.5 RESERVED.

     

    4.6 Non-Public
Information.  Except with respect to the material terms and
conditions of the transactions contemplated by the Transaction Documents, the
Company covenants and agrees that, neither it, nor any other Person acting on
its behalf will provide any Purchaser or its agents or counsel with any
information that the Company believes constitutes material non-public
information, unless prior thereto such Purchaser shall have executed a written
agreement with the Company regarding the confidentiality and use of such
information.  The Company understands and confirms that each Purchaser
shall be relying on the foregoing covenant in effecting transactions in
securities of the Company.

     

    4.7 Use of
Proceeds.  The Company shall use the net proceeds from the sale
of the Securities hereunder as disclosed in the Prospectus.

     

    4.8 Indemnification of
Purchasers.   Subject to the provisions of this Section
4.8, the Company will indemnify and hold each Purchaser and its directors,
officers, shareholders, members, partners, employees and agents (and any other
Persons with a functionally equivalent role of a Person holding such titles
notwithstanding a lack of such title or any other title), each Person who
controls such Purchaser (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act), and the directors, officers, shareholders,
agents, members, partners or employees (and any other Persons with a
functionally equivalent role of a Person holding such titles notwithstanding a
lack of such title or any other title) of such controlling persons (each, a
“Purchaser
Party”) harmless from any and all losses, liabilities, obligations,
claims, contingencies, damages, costs and expenses, including all judgments,
amounts paid in settlements, court costs and reasonable attorneys’ fees and
costs of investigation that any such Purchaser Party may suffer or incur as a
result of or relating to (a) any breach of any of the representations,
warranties, covenants or agreements made by the Company in this Agreement or in
the other Transaction Documents or (b) any action instituted against a Purchaser
in any capacity, or any of them or their respective Affiliates, by any
stockholder of the Company who is not an Affiliate of such Purchaser, with
respect to any of the transactions contemplated by the Transaction Documents
(unless such action is based upon a breach of such Purchaser’s representations,
warranties or covenants under any Transaction Document or any agreement or
understanding such Purchaser or any of its Affiliates may have with any such
stockholder or any violations by such Purchaser or any of its Affiliates of
state or federal securities laws or any conduct by such Purchaser or any of its
Affiliates which constitutes fraud, gross negligence, willful misconduct or
malfeasance).  If any action shall be brought against any Purchaser
Party in respect of which indemnity may be sought pursuant to this Agreement,
such Purchaser Party shall promptly notify the Company in writing, and the
Company shall have the right to assume the defense thereof with counsel of its
own choosing reasonably acceptable to the Purchaser Party.  Any
Purchaser Party shall have the right to employ separate counsel in any such
action and participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such Purchaser Party except to the extent
that (i) the employment thereof has been specifically authorized by the Company
in writing, (ii) the Company has failed after a reasonable period of time to
assume such defense and to employ counsel or (iii) in such action there is, in
the reasonable opinion of counsel, a material conflict on any material issue
between the position of the Company and the position of such Purchaser Party, in
which case the Company shall be responsible for the reasonable fees and expenses
of no more than one such separate counsel.  The Company will not be
liable to any Purchaser Party under this Agreement (y) for any settlement by a
Purchaser Party effected without the Company’s prior written consent, which
shall not be unreasonably withheld or delayed; or (z) to the extent, but only to
the extent that a loss, claim, damage or liability is attributable to any
Purchaser Party’s breach of any of the representations, warranties, covenants or
agreements made by such Purchaser Party in this Agreement or in the other
Transaction Documents. The indemnification required by this Section 4.8 shall be
made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or are incurred. The
indemnity agreements contained herein shall be in addition to any cause of
action or similar right of any Purchaser Party against the Company or others,
and (y) any liabilities the Company may be subject to pursuant to
law.

     

    4.9 Reservation of Common
Stock. As of the date hereof, the Company has reserved and the Company
shall continue to reserve and keep available at all times, free of preemptive
rights, a sufficient number of shares of Common Stock for the purpose of
enabling the Company to issue Shares pursuant to this Agreement and Warrant
Shares pursuant to any exercise of the Warrants.

     

    4.10 Listing of Common
Stock. The Company hereby agrees to use its commercially reasonable
efforts to maintain the listing or quotation of the Common Stock on the Trading
Market on which it is currently listed, and on or before the Closing, the
Company shall file a Listing of Additional Shares notification with Nasdaq (the
“LAS”) in respect of the Shares and Warrant Shares and promptly respond to all
comments (if any) from such Trading Market in respect of such LAS, until it
receives written confirmation, via e-mail or otherwise, that the review process
for the LAS has been completed. The Company further agrees, if the Company
applies to have the Common Stock traded on any other Trading Market, it will
then include in such application all of the Shares and Warrant Shares, and will
use commercially reasonable efforts to take such other action as is necessary to
cause all of the Shares and Warrant Shares to be listed or quoted on such other
Trading Market as promptly as possible.  The Company will then use
commercially reasonable efforts to take all action reasonably necessary to
continue the listing and trading of its Common Stock on a Trading Market and
will use commercially reasonable efforts to comply in all respects with the
Company’s reporting, filing and other obligations under the bylaws or rules of
the Trading Market.

     

    4.11 DWAC.  No
later than one (1) business day after the execution of this Agreement by
the Purchaser and the Company, the Purchaser shall direct the broker-dealer at
which the account or accounts to be credited with the Shares being purchased by
such Purchaser are maintained, which broker/dealer shall be a DTC participant,
to set up a Deposit/Withdrawal at Custodian (“DWAC”) instructing American Stock
Transfer & Trust Company, the Company’s transfer agent, to credit such
account or accounts with the Shares by means of an electronic book-entry
delivery. Such DWAC shall indicate the settlement date for the deposit of the
Shares, which date shall be provided to the Purchaser by the Placement
Agent.

     

    4.12 Subsequent Equity
Sales.  The Company shall not, for a period of 90 days after
the date of the Prospectus Supplement, but in no event ending later than March
22, 2010 (the “Lock-Up Period”), without the prior written consent of the
Purchasers, (1) offer to sell, sell, pledge, contract to sell, purchase any
option to sell, grant any option for the purchase of, lend, or otherwise dispose
of, or require the Company to file with the Commission a registration statement
under the Act to register, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock or warrants or
other rights to acquire shares of Common Stock of which they are now, or may in
the future become, the beneficial owner (within the meaning of Rule 13d-3
under the Exchange Act) (other than (A) the Shares and Warrants to be sold
hereunder and the Warrant Shares issuable upon exercise of the Warrants sold
hereunder, (B) pursuant to employee stock option plans or Rule10b5-1 plans, or
upon the conversion or exchange of outstanding convertible or exchangeable,
which includes, without limitation, (i) the issuance of securities upon the
exercise or conversion of any options or convertible or exchangeable securities
issued by the Company prior to the date hereof and (ii) the grant of options,
warrants, Common Stock or other convertible or exchangeable securities under any
duly authorized Company stock option, restricted stock plan or stock purchase
plan whether now existing or hereafter approved by the Company and its
stockholders in the future, and the issuance of Common Stock in respect thereof,
(C) the issuance of securities of the Company in connection with any equity line
of credit, (D) in the event the Company’s securities are included in a
nationally recognized stock index, the issuance in any manner whatsoever by the
Company of Common Stock to certain index funds that track such stock index, (E)
(i) any shares of Common Stock issued or sold (whether as a milestone payment or
otherwise) in connection with any joint venture, partnering or other arrangement
with any strategic investor or partner of the Company or (ii) the issuance of
securities pursuant to any contract or agreement to which the Company or any of
its subsidiaries is a party as of the date hereof, or (F) (i) any share of
Common Stock issued or sold (whether as a milestone payment or otherwise) in
connection with any acquisition made by the Company or (ii) the issuance of
securities of the Company in connection with a Strategic Transaction, or (2)
enter into any swap or other derivatives transaction that transfers to another,
in whole or in part, any of the economic benefits or risks of ownership of such
shares of Common Stock, whether any such transaction described in clause (1) or
(2) above is to be settled by delivery of Common Stock or other securities, in
cash or otherwise; except that, if (i) during the period that begins on the date
that is 15 calendar days plus three business days before the last day of the
Lock-Up Period and ends on the last day of the Lock-Up Period, the Company
issues an earnings release or material news or a material event relating to the
Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the
Company announces that it will release earnings results during the 16-day period
beginning on the last day of the Lock-Up Period, the restrictions imposed by
this section shall continue to apply until the expiration of the date that is
15 calendar days plus three business days after the date on which the
issuance of the earnings release or the material news or material event occurs,
provided, however, this
provision will not apply if (x) within three days of the termination of the
Lock-Up Period, the Company delivers to the Purchasers a certificate, signed by
the Chief Financial Officer or Chief Executive Officer of the Company,
certifying on behalf of the Company that the Company’s shares of Common Stock
are, as of the date of delivery of such certificate, “actively trading
securities,” as defined in Regulation M under the Exchange Act, or (y) the
Purchasers shall waive in writing such extension.  For purposes of
this paragraph, a “Strategic Transaction” means a transaction or relationship in
which the Company issues shares of Common Stock, Common Stock Equivalents or
convertible or exchangeable securities to a person or entity that the Company
determines in good faith is, itself or through its subsidiaries, in a business
synergistic with, or strategic to, the business of the Company or any subsidiary
thereof. Without limiting the foregoing, a “Strategic Transaction” shall include
(a) any acquisition or license by the Company or any of its subsidiaries of any
business, assets or intellectual property of any person or entity, and (b) any
joint venture, partnership, collaboration or other arrangement with respect to
any product candidate or potential product candidate of the Company or any of
its subsidiaries.

     

    4.13 Equal Treatment of
Purchasers.  No consideration (including any modification of
any Transaction Document) shall be offered or paid to any Purchaser to amend or
consent to a waiver or modification of any provision of any of the Transaction
Documents unless the same consideration is also offered to all of the Purchasers
which then own any Securities.  For clarification purposes, this
provision constitutes a separate right granted to each Purchaser by the Company
and negotiated separately by each Purchaser, and is intended for the Company to
treat the Purchasers as a class and shall not in any way be construed as the
Purchasers acting in concert or as a group with respect to the purchase,
disposition or voting of Securities or otherwise.

     

    4.14 Certain Transactions and
Confidentiality. Each Purchaser, severally and not jointly with the other
Purchasers, covenants that neither it nor any Affiliate acting on its behalf or
pursuant to any understanding with it will execute any purchases or sales,
including Short Sales of any of the Company’s securities during the period
commencing with the execution of this Agreement and ending at such time that the
transactions contemplated by this Agreement are first publicly announced
pursuant to the initial press release as described in Section 4.4.  Each
Purchaser, severally and not jointly with the other Purchasers, covenants that
until such time as the transactions contemplated by this Agreement are publicly
disclosed by the Company pursuant to the initial press release as described in
Section 4.4, such Purchaser will maintain the confidentiality of the existence
and terms of this transaction and the information included in the Disclosure
Schedules.  Notwithstanding the foregoing and notwithstanding anything
contained in this Agreement to the contrary, the Company expressly acknowledges
and agrees that (i) no Purchaser makes any representation, warranty or covenant
hereby that it will not engage in effecting transactions in any securities of
the Company after the time that the transactions contemplated by this Agreement
are first publicly announced pursuant to the initial press release as described
in Section 4.4, (ii) no Purchaser shall be restricted or prohibited from
effecting any transactions in any securities of the Company in accordance with
applicable securities laws from and after the time that the transactions
contemplated by this Agreement are first publicly announced pursuant to the
initial press release as described in Section 4.4 and (iii) no Purchaser shall
have any duty of confidentiality to the Company or its Subsidiaries after the
issuance of the initial press release as described in Section 4.4. 
Notwithstanding the foregoing, in the case of a Purchaser that is a
multi-managed investment vehicle whereby separate portfolio managers manage
separate portions of such Purchaser’s assets and the portfolio managers have no
direct knowledge of the investment decisions made by the portfolio managers
managing other portions of such Purchaser’s assets, the covenant set forth above
shall only apply with respect to the portion of assets managed by the portfolio
manager that made the investment decision to purchase the Securities covered by
this Agreement.

     

    4.15  Delivery of Warrants
After Closing.  The Company shall deliver, or cause to be
delivered, the respective Warrant certificates purchased by each Purchaser to
such Purchaser within 3 Trading Days of the Closing Date.

     

    4.16 Capital
Changes.  Until the one year anniversary of the Closing Date,
the Company shall not undertake a reverse or forward stock split or
reclassification of the Common Stock without the prior written consent of the
Purchasers holding a majority in interest of the Shares.

     

    ARTICLE
V.

     

    MISCELLANEOUS

     

    5.1 Termination. 
This Agreement may be terminated by any Purchaser, as to such Purchaser’s
obligations hereunder only and without any effect whatsoever on the obligations
between the Company and the other Purchasers, by written notice to the other
parties, if the Closing has not been consummated on or before December 22, 2009;
provided, however, that no such
termination will affect the right of any party to sue for any breach by the
other party (or parties).

     

    5.2 Fees and
Expenses.  Except as expressly set forth in the Transaction
Documents to the contrary, each party shall pay the fees and expenses of its
advisers, counsel, accountants and other experts, if any, and all other expenses
incurred by such party incident to the negotiation, preparation, execution,
delivery and performance of this Agreement.  The Company shall pay all
Transfer Agent fees, stamp taxes and other taxes and duties (other than any
income taxes or duties) levied in connection with the delivery of any Securities
to the Purchasers.

     

    5.3 Entire
Agreement.  The Transaction Documents, together with the
exhibits and schedules thereto, the Prospectus and the Prospectus Supplement,
contain the entire understanding of the parties with respect to the subject
matter hereof and supersede all prior agreements and understandings, oral or
written, with respect to such matters, which the parties acknowledge have been
merged into such documents, exhibits and schedules.

     

    5.4 Notices.  Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be in writing and shall be deemed given and
effective on the earliest of: (a) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number set forth on
the signature pages attached hereto prior to 5:30 p.m. (New York City time) on a
Trading Day, (b) the next Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number set
forth on the signature pages attached hereto on a day that is not a Trading Day
or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second
(2nd)
Trading Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service or (d) upon actual receipt by the party to whom such
notice is required to be given.  The address for such notices and
communications shall be as set forth on the signature pages attached
hereto.

     

    5.5 Amendments;
Waivers.  No provision of this Agreement may be waived,
modified, supplemented or amended except in a written instrument signed, in the
case of an amendment, by the Company and the Purchasers holding at least 67% in
interest of the Shares then outstanding or, in the case of a waiver, by the
party against whom enforcement of any such waived provision is
sought.  No waiver of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any
other provision, condition or requirement hereof, nor shall any delay or
omission of any party to exercise any right hereunder in any manner impair the
exercise of any such right.

     

    5.6 Headings.  The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof.

     

    5.7 Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and permitted
assigns.  The Company may not assign this Agreement or any rights or
obligations hereunder without the prior written consent of each Purchaser which
at such time owns any Shares or Warrants (other than by merger or other
Fundamental Transaction (as defined in the Warrants) in which the Company is not
the surviving entity).  Any Purchaser may assign any or all of its
rights under this Agreement to any Person to whom such Purchaser assigns or
transfers any Securities, provided that such transferee agrees in writing to be
bound, with respect to the transferred Securities, by the provisions of the
Transaction Documents that apply to the “Purchasers.”

     

    5.8 No Third-Party
Beneficiaries.  This Agreement is intended for the benefit of
the parties hereto and their respective successors and permitted assigns and is
not for the benefit of, nor may any provision hereof be enforced by, any other
Person, except (i) as otherwise set forth in Section 4.8 and (ii) that
Ladenburg, the placement agent for the transaction, shall be an express
third-party beneficiary of the representations and warranties of the Company and
Purchasers hereunder.

     

    5.9 Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of the Transaction Documents shall be governed by
and construed and enforced in accordance with the internal laws of the State of
New York, without regard to the principles of conflicts of law
thereof.  Each party agrees that all legal proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by
this Agreement and any other Transaction Documents (whether brought against a
party hereto or its respective affiliates, directors, officers, shareholders,
employees or agents) shall be commenced exclusively in the state and federal
courts sitting in the City of New York, borough of Manhattan. Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the City of New York, borough of Manhattan for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein (including with respect to
the enforcement of any of the Transaction Documents), and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is improper or is an inconvenient venue for such
proceeding.  Each party hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way
any right to serve process in any other manner permitted by law.  If
either party shall commence an action or proceeding to enforce any provisions of
the Transaction Documents, then, in addition to the obligations of the Company
under Section 4.8, the prevailing party in such action or proceeding shall be
reimbursed by the other party for its reasonable attorneys’ fees and other costs
and expenses incurred with the investigation, preparation and prosecution of
such action or proceeding.

     

    5.10 Survival.  Notwithstanding
any investigation at any time made by or on behalf of any party to this
Agreement, or of any information any party to this Agreement may have, all
representations and warranties made in this Agreement (and the indemnification
obligations of the Company with respect to its representations and warranties
contained in this Agreement) shall survive the Closing and continue in effect
for a period of two (2) years from the date hereof; provided, however, that if a
bona fide claim for indemnification is asserted before the expiration of the
survival period of a representation or warranty in accordance with Section 4.8,
the representation or warranty which is the subject of the claim shall continue
in effect with respect to such claim until the claim is settled, adjudicated or
otherwise resolved.

     

    5.11 Execution.  This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart.  In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” signature page were an original thereof.

     

    5.12 Severability.  If
any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same
or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

     

    5.13 Replacement of
Securities.  If any certificate or instrument evidencing any
Securities is mutilated, lost, stolen or destroyed, the Company shall issue or
cause to be issued in exchange and substitution for and upon cancellation
thereof (in the case of mutilation), or in lieu of and substitution therefor, a
new certificate or instrument, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction.  The
applicant for a new certificate or instrument under such circumstances shall
also pay any reasonable third-party costs (including customary indemnity)
associated with the issuance of such replacement Securities.

     

    5.14 Remedies.  In
addition to being entitled to exercise all rights provided herein or granted by
law, including recovery of damages, each of the Purchasers and the Company will
be entitled to specific performance under the Transaction
Documents.  The parties agree that monetary damages may not be
adequate compensation for any loss incurred by reason of any breach of
obligations contained in the Transaction Documents and hereby agree to waive and
not to assert in any action for specific performance of any such obligation the
defense that a remedy at law would be adequate.

     

    5.15 Payment Set
Aside.  To the extent that the Company makes a payment or
payments to any Purchaser pursuant to any Transaction Document or a Purchaser
enforces or exercises its rights thereunder, and such payment or payments or the
proceeds of such enforcement or exercise or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside, recovered
from, disgorged by or are required to be refunded, repaid or otherwise restored
to the Company, a trustee, receiver or any other person under any law
(including, without limitation, any bankruptcy law, state or federal law, common
law or equitable cause of action), then to the extent of any such restoration
the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been
made or such enforcement or setoff had not occurred.

     

    5.16 Independent Nature of
Purchasers’ Obligations and Rights.  The obligations of each
Purchaser under any Transaction Document are several and not joint with the
obligations of any other Purchaser, and no Purchaser shall be responsible in any
way for the performance or non-performance of the obligations of any other
Purchaser under any Transaction Document.  Nothing contained herein or
in any other Transaction Document, and no action taken by any Purchaser pursuant
thereto, shall be deemed to constitute the Purchasers as a partnership, an
association, a joint venture or any other kind of entity, or create a
presumption that the Purchasers are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by the
Transaction Documents.  Each Purchaser shall be entitled to
independently protect and enforce its rights including, without limitation, the
rights arising out of this Agreement or out of the other Transaction Documents,
and it shall not be necessary for any other Purchaser to be joined as an
additional party in any proceeding for such purpose.  Each Purchaser
has been represented by its own separate legal counsel in their review and
negotiation of the Transaction Documents.  For reasons of
administrative convenience only, each Purchaser and its respective counsel have
chosen to communicate with the Company through WS.  WS does not
represent any of the Purchasers and only represents Ladenburg. The Company has
elected to provide all Purchasers with the same terms and Transaction Documents
for the convenience of the Company and not because it was required or requested
to do so by any of the Purchasers.

     

    5.17 Saturdays, Sundays,
Holidays,
etc.                                                                If
the last or appointed day for the taking of any action or the expiration of any
right required or granted herein shall not be a Business Day, then such action
may be taken or such right may be exercised on the next succeeding Business
Day.

     

    5.18 Construction. The
parties agree that each of them and/or their respective counsel has reviewed and
had an opportunity to revise the Transaction Documents and, therefore, the
normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation
of the Transaction Documents or any amendments hereto. In addition, each and
every reference to share prices and shares of Common Stock in any Transaction
Document shall be subject to adjustment for reverse and forward stock splits,
stock dividends, stock combinations and other similar transactions of the Common
Stock that occur after the date of this Agreement.

     

    5.19 WAIVER OF JURY
TRIAL.  IN ANY ACTION, SUIT, OR
PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE
PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY
APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY
WAIVES FOREVER TRIAL BY JURY.

     

    


     

    (Signature
Pages Follow)

     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    IN WITNESS WHEREOF, the parties hereto
have caused this Securities Purchase Agreement to be duly executed by their
respective authorized signatories as of the date first indicated
above.

     

    


    
      	
              RAPTOR
      PHARMACEUTICAL CORP.

               

               

            	
              Address for Notice:

              9
      Commercial Blvd., Suite 200

              Novato,
      CA  94949

              Attention:  Christopher
      M. Starr, Ph.D., CEO

            
	
              By: /s/ Christopher M. Starr,
      Ph.D.

                   Name:
      Christopher M. Starr, Ph.D.

                   Title:
      Chief Executive Officer and Director

               

              With
      a copy to (which shall not constitute notice):

            	
              Fax:
      415-382-1368

            
	
              Paul,
      Hastings, Janofsky & Walker, LLP

              Attention:  Siobhan
      McBreen Burke, Esq.

              515
      South Flower Street, 25th
      Floor

              Los
      Angeles, CA  90071

               

            	 
      


    

    


    


    


    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
PAGE FOR PURCHASER FOLLOWS]

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO RPTP SECURITIES PURCHASE AGREEMENT]

    


    


    
      	
               

              Ayer
      Capital Management, LP

              (Ayer
      Capital Partners Master Fund, L.P.)

            
	
              By:

            	
              /s/
      Jay Venkatesan

            
	
              Authorized
      Signatory:

            	
              Jay
      Venkatesan

            
	
              Title:

            	
              Portfolio
      Manager

            
	
              Number
      of Units:

            	
              654,658

            
	
               

              Integrated
      Core Strategies (US) LLC

            
	
              By:

            	
              /s/
      Larry Statsky

            
	
              Authorized
      Signatory:

            	
              Larry
      Statsky

            
	
              Title:

            	
              Chief
      Administrative Officer

            
	
              Number
      of Units:

            	
              375,000

            
	
               

              Capital
      Ventures International

            
	
              By:

            	
              /s/
      Martin Kobinger

            
	
              Authorized
      Signatory:

            	
              Martin
      Kobinger

            
	
              Title:

            	
              Investment
      Manager

            
	
              Number
      of Units:

            	
              250,000

            
	
               

              CNH
      Diversified Opportunities Master Account, L.P.

            
	
              By:

            	
              /s/
      Bradley D. Asness

            
	
              Authorized
      Signatory:

            	
              Bradley
      D. Asness

            
	
              Title:

            	
              General
      Counsel & Authorized Signatory

            
	
              Number
      of Units:

            	
              200,000

            
	
               

               

              Cummings
      Bay Capital

            
	
              By:

            	
              /s/
      Michael Gregory

            
	
              Authorized
      Signatory:

            	
              Michael
      Gregory

            
	
              Title:

            	
              Authorized
      Person

            
	
              Number
      of Units:

            	
              165,000

            
	
               

              Straus
      Partners, L.P.

            
	
              By:

            	
              /s/
      Ravinder Holder

            
	
              Authorized
      Signatory:

            	
              Ravender
      Holder

            
	
              Title:

            	
              General
      Partner

            
	
              Number
      of Units:

            	
              153,060

            
	
               

              Opus
      Point Capital Preservation Fund, LP

            
	
              By:

            	
              /s/
      Michael S. Weiss

            
	
              Authorized
      Signatory:

            	
              Michael
      S. Weiss

            
	
              Title:

            	
              Fund
      Manager

            
	
              Number
      of Units:

            	
              150,000

            
	
               

              Cranshire
      Capital LP

            
	
              By:

            	
              /s/
      Keith A. Goodman

            
	
              Authorized
      Signatory:

            	
              Keith
      A. Goodman

            
	
              Title:

            	
              COO
      – Downsview Capital, Inc., the General Partner

            
	
              Number
      of Units:

            	
              125,000

            
	
               

              Platinum
      PPLO

            
	
              By:

            	
              s/s
      Michael Goldberg

            
	
              Authorized
      Signatory:

            	
              Michael
      Goldberg

            
	
              Title:

            	
              Portfolio
      Manager

            
	
              Number
      of Units:

            	
              125,000

            
	
               

              Cynergy
      Healthcare Investors LLC 2009

            
	
              By:

            	
              /s/
      Patrick Adams

            
	
              Authorized
      Signatory:

            	
              Patrick
      Adams

            
	
              Title:

            	
              Managing
      Member/President

            
	
              Number
      of Units:

            	
              125,000

            
	
               

              Perceptive
      Life Sciences Master Fund Ltd

            
	
              By:

            	
              /s/
      Joseph Edelman

            
	
              Authorized
      Signatory:

            	
              Joseph
      Edelman

            
	
              Title:

            	
              C.E.O/Managing
      Member

            
	
              Number
      of Units:

            	
              125,000

            
	
               

              RHP
      Master Fund, Ltd.

            
	
              By:

            	
              /s/
      Keith Marlowe

            
	
              Authorized
      Signatory:

            	
              Keith
      Marlowe

            
	
              Title:

            	
              Director

            
	
              Number
      of Units:

            	
              125,000

            
	
               

              Royal
      Capital Management Corp.

            
	
              By:

            	
              /s/
      Margaret Haddock

            
	
              Authorized
      Signatory:

            	
              Margaret
      Haddock

            
	
              Title:

            	
              Manager,
      Financial Control

            
	
              Number
      of Units:

            	
              125,000

            
	
               

               

               

               

               

              Midsummer
      Ventures, LP

            
	
              By:

            	
              /s/
      Michel Amsalem

            
	
              Authorized
      Signatory:

            	
              Michel
      Amsalem

            
	
              Title:

            	
              Authorized
      Signatory

            
	
              Number
      of Units:

            	
              100,000

            
	
               

              Straus
      Healthcare Partners, L.P.

            
	
              By:

            	
              /s/
      Ravinder Holder

            
	
              Authorized
      Signatory:

            	
              Ravinder
      Holder

            
	
              Title:

            	
              General
      Partner

            
	
              Number
      of Units:

            	
              96,940

            
	
               

              RCG
      PB Ltd.

            
	
              By:

            	
              /s/
      Jeff Solomon

            
	
              Authorized
      Signatory:

            	
              Jeff
      Solomon

            
	
              Title:

            	
              Authorized
      Signatory

            
	
              Number
      of Units:

            	
              93,750

            
	
               

              Geneve
      Corp

            
	
              By:

            	
              /s/Michael
      Gregory

            
	
              Authorized
      Signatory:

            	
              Michael
      Gregory

            
	
              Title:

            	
              Authorized
      Person

            
	
              Number
      of Units:

            	
              85,000

            
	
               

              Rosalind
      Capital Partners L.P. (ROSA)

            
	
              By:

            	
              /s/
      Steven Salamon

            
	
              Authorized
      Signatory:

            	
              Steven
      Salamon

            
	
              Title:

            	
              President,
      Rosalind Advisors, Inc.

            
	
              Number
      of Units:

            	
              84,898

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
               

              DAFNA
      LifeScience Select Ltd

            
	
              By:

            	
              /s/
      Nathan Fischel, MD, CFA

            
	
              Authorized
      Signatory:

            	
              Nathan
      Fischel, MD, CFA

            
	
              Title:

            	
              Managing
      Member

            
	
              Number
      of Units:

            	
              83,700

            
	
               

              Ayer
      Capital Management, LP

              (Epworth
      – Ayer Capital)

            
	
              By:

            	
              /s/
      Jay Venkatesan

            
	
              Authorized
      Signatory:

            	
              Jay
      Venkatesan

            
	
              Title:

            	
              Portfolio
      Manager

            
	
              Number
      of Units:

            	
              80,776

            
	
               

              Hammerman
      Capital Partners, LP

            
	
              By:

            	
              /s/
      Jason Hammerman

            
	
              Authorized
      Signatory:

            	
              Jason
      Hammerman

            
	
              Title:

            	
              Managing
      Member

            
	
              Number
      of Units:

            	
              50,000

            
	
               

              Opus
      Point Healthcare Innovations Fund, LP

            
	
              By:

            	
              /s/
      Michael S. Weiss

            
	
              Authorized
      Signatory:

            	
              Michael
      S. Weiss

            
	
              Title:

            	
              Fund
      Manager

            
	
              Number
      of Units:

            	
              50,000

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
               

              BBS
      Capital Fund, LP

            
	
              By:

            	
              /s/
      Berke Bakay

            
	
              Authorized
      Signatory:

            	
              Berke
      Bakay

            
	
              Title:

            	
              Principal

            
	
              Number
      of Units:

            	
              50,000

            
	
               

              BioHedge
      Holdings Limited

            
	
              By:

            	
              /s/
      Steven Salamon

            
	
              Authorized
      Signatory:

            	
              Steven
      Salamon

            
	
              Title:

            	
              President,
      Rosalind Advisors, Inc.

            
	
              Number
      of Units:

            	
              40,102

            
	
               

              Octagon
      Capital Partners

            
	
              By:

            	
              /s/
      Steven Hart

            
	
              Authorized
      Signatory:

            	
              Steven
      Hart

            
	
              Title:

            	
              General
      Partner

            
	
              Number
      of Units:

            	
              37,500

            
	
               

              Ramius
      Enterprise Master Fund Ltd.

            
	
              By:

            	
              /s/
      Jeff Solomon

            
	
              Authorized
      Signatory:

            	
              Jeff
      Solomon

            
	
              Title:

            	
              Authorized
      Signatory

            
	
              Number
      of Units:

            	
              31,250

            
	
               

               

               

               

               

              Opus
      Pont Healthcare (Low Net) Fund, LP

            
	
              By:

            	
              /s/
      Michael S. Weiss

            
	
              Authorized
      Signatory:

            	
              Michael
      S. Weiss

            
	
              Title:

            	
              Fund
      Manager

            
	
              Number
      of Units:

            	
              25,000

            
	
               

              Opus
      Point Healthcare Value Fund, LP

            
	
              By:

            	
              /s/
      Michael S. Weiss

            
	
              Authorized
      Signatory:

            	
              Michael
      S. Weiss

            
	
              Title:

            	
              Fund
      Manager

            
	
              Number
      of Units:

            	
              25,000

            
	
               

              Iroquois
      Master Fund Ltd.

            
	
              By:

            	
              /s/
      Joshua Silverman

            
	
              Authorized
      Signatory:

            	
              Joshua
      Silverman

            
	
              Title:

            	
              Authorized
      Signatory

            
	
              Number
      of Units:

            	
              25,000

            


    

    


    
      	
               

              DAFNA
      LifeScience Ltd

            
	
              By:

            	
              /s/
      Nathan Fischel, MD, CFA

            
	
              Authorized
      Signatory:

            	
              Nathan
      Fischel, MD, CFA

            
	
              Title:

            	
              Managing
      Member

            
	
              Number
      of Units:

            	
              23,300

            
	
               

               

               

               

               

               

              DAFNA
      LifeScience Market Neutral Ltd

            
	
              By:

            	
              /s/
      Nathan Fischel, MD, CFA

            
	
              Authorized
      Signatory:

            	
              Nathan
      Fischel, MD, CFA

            
	
              Title:

            	
              Managing
      Member

            
	
              Number
      of Units:

            	
              18,000

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
               

              Ayer
      Capital Management, LP

              (Ayer
      Capital Partners Kestrel Fund, LP)

            
	
              By:

            	
              /s/
      Jay Venkatesan

            
	
              Authorized
      Signatory:

            	
              Jay
      Venkatesan

            
	
              Title:

            	
              Portfolio
      Manager

            
	
              Number
      of Units:

            	
              14,566

            
	
               

              Lion
      Gate Capital

            
	
              By:

            	
              /s/
      Kenneth Rickel

            
	
              Authorized
      Signatory:

            	
              Kenneth
      Rickel

            
	
              Title:

            	
              President

            
	
              Number
      of Units:

            	
              35,058

            


    

    


    


    


    


    Information
for Delivery of uncertificated Securities by DWAC :  [PROVIDE THIS UNDER SEPARATE
COVER]

    


    EIN
Number:  [PROVIDE
THIS UNDER SEPARATE COVER]

    


    


    [SIGNATURE
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    SCHEDULE
I

     

    ISSUER
FREE WRITING PROSPECTUS

     

    None.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
3.1(h)

     

    SUBSIDIARIES

     

    


     

    Name of SubsidiaryJurisdiction of
Organization

    


    Raptor
Pharmaceuticals
Corp.                                                                           Delaware

    


    TPTX,
Inc.                                                                           Delaware

    


    Name of Indirect
SubsidiaryJurisdiction of
Organization

    


    Raptor
Therapeutics
Inc.                                                                           Delaware

    


    Raptor
Discoveries
Inc.                                                                           Delaware


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Exhibit
A

    


    Form of
Series [A/B] Warrant

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    [SERIES
A/B] WARRANT

     

    
      	
              Warrant
      No. ___

            	
              Issue
      Date: December __, 2009

            


    

    
      	
               
      

            	
              (“Issue
      Date”)

            


    

     

    Raptor
Pharmaceutical Corp., a Delaware corporation (the “Company”), hereby
certifies that, for value received, _______________or its permitted registered
assigns (the “Holder”), is entitled
to purchase from the Company up to a total of ___________ shares of common
stock, $0.001 par value (the “Common Stock”), of
the Company (each such share, a “Warrant Share” and
all such shares, the “Warrant Shares”) at
an exercise price equal to $2.45 per share (as adjusted from time to time as
provided herein, the “Exercise Price”), at
any time and from time to time on or after June __, 2010 [the date occurring 180
days from the Issue Date] (the “Trigger Date”) and
through and including the _____ 1 anniversary of the Issue
Date.

     

    This
Warrant is being issued pursuant to that certain securities purchase agreement,
dated December 17, 2009, by and between the Company and the purchasers
identified therein (the “Purchase
Agreement”).  All such warrants are referred to herein,
collectively, as the “Warrants.” The
original issuance of the Warrants and the Warrant Shares by the Company pursuant
to the Subscription Agreement has been registered pursuant to a Registration
Statement on Form S-3 (File No.  333-162374) (together with any
registration statement filed by the Company pursuant to Rule 462(b) under the
Securities Act, the “Registration
Statement”).

     

    1. Definitions.  In
addition to the terms defined elsewhere in this Warrant, capitalized terms that
are not otherwise defined herein have the meanings given to such terms in the
Purchase Agreement.

    


    2. List of Warrant
Holders.  The Company shall register this Warrant, upon records
to be maintained by the Company for that purpose (the “Warrant Register”),
in the name of the record Holder (which shall include the initial Holder or, as
the case may be, any registered assignee to which this Warrant is permissibly
assigned hereunder from time to time).  The Company may deem and treat
the registered Holder of this Warrant as the absolute owner hereof for the
purpose of any exercise hereof or any distribution to the Holder, and for all
other purposes, absent actual written notice to the contrary.

    


    3. List of Transfers;
Restrictions on Transfer.

    


    (a) This
Warrant and the Warrant Shares are subject to the restrictions on transfer set
forth in this Section 3.

    


    (b) Subject
to compliance with any applicable securities laws and the terms and conditions
set forth in this Warrant, this Warrant and all rights hereunder are
transferable, in whole or in part, upon surrender of this Warrant with a
properly executed Notice of Assignment (in the form attached hereto) at the
principal office of the Company (or, if another office or agency has been
designated by the Company for such purpose, then at such other office or
agency).  The Company shall register any such transfer of all or any
portion of this Warrant in the Warrant Register, upon surrender of this Warrant,
with the Form of Assignment attached hereto duly completed and signed, to the
Company at its address specified herein.  Upon any such registration
or transfer, a new Warrant to purchase Common Stock, in substantially the form
of this Warrant (any such new Warrant, a “New Warrant”),
evidencing the portion of this Warrant so transferred shall be issued to the
transferee and a New Warrant evidencing the remaining portion of this Warrant
not so transferred, if any, shall be issued to the transferring
Holder.  The acceptance of the New Warrant by the transferee thereof
shall be deemed the acceptance by such transferee of all of the rights and
obligations in respect of the New Warrant that the Holder has in respect of this
Warrant.

    


    
      	
              4.  

            	
              Exercise and Duration
      of Warrants.

            


    

    


    (a) All or
any part of this Warrant shall be exercisable by the registered Holder at any
time and from time to time on or after the Trigger Date and through and
including the Expiration Date, subject to the conditions and restrictions
contained in this Warrant.  At 5:00 p.m., New York City time, on the
Expiration Date, the portion of this Warrant not exercised prior thereto in
accordance herewith shall be and become void and of no value and this Warrant
shall be terminated and no longer outstanding.

    


    (b) The
Holder may exercise this Warrant in accordance herewith by delivering to the
Company (i) an Exercise Notice, in the form attached hereto (the “Exercise Notice”),
completed and duly signed, and (ii) payment of the aggregate Exercise Price, or,
if available, pursuant to the cashless exercise procedure specified in Section
10(b) below  and all taxes required to be paid by the Holder, if any,
pursuant to Section 6, which shall be paid by wire transfer of immediately
available funds for the number of Warrant Shares as to which this Warrant is
being exercised.  The date such items are delivered to the Company (as
determined in accordance with the notice provisions hereof) is an “Exercise Date.” On or
before the first (1st) Business Day following the date on which the Company has
received the Exercise Notice, the Company shall transmit to a facsimile number
set forth in the Exercise Notice a confirmation of receipt of the Exercise
Notice to the Holder and also will notify the Company’s transfer
agent.    Notwithstanding anything herein to the contrary,
the Holder shall not be required to physically surrender this Warrant to the
Company until the Holder has purchased all of the Warrant Shares available
hereunder and the Warrant has been exercised in full, in which case, the Holder
shall surrender this Warrant to the Company for cancellation within three (3)
Trading Days of the date the final Exercise Notice is delivered to the
Company.  Partial exercises of this Warrant resulting in purchases of
a portion of the total number of Warrant Shares available hereunder shall have
the effect of lowering the outstanding number of Warrant Shares purchasable
hereunder in an amount equal to the applicable number of Warrant Shares
purchased.  The Holder and the Company shall maintain records showing
the number of Warrant Shares purchased and the date of such
purchases.  The Company shall deliver any objection to any Exercise
Notice within 1 Business Day of receipt of such notice.  In the event
of any dispute or discrepancy, the records of the Company shall be controlling
and determinative in the absence of manifest error. The Holder and any assignee, by
acceptance of this Warrant, acknowledge and agree that, by reason of the
provisions of this paragraph, following the purchase of a portion of the Warrant
Shares hereunder, the number of Warrant Shares available for purchase hereunder
at any given time may be less than the amount stated on the face
hereof.

    


    
      	
              5.  

            	
              Delivery of Warrant
      Shares.

            


    

    


    (a) Upon
exercise of this Warrant in accordance herewith, the Company shall promptly (but
in no event later than three Trading Days after the Exercise Date) issue or
cause to be issued and cause to be delivered to or upon the written order of the
Holder and in such name or names as the Holder may designate, a certificate for
the Warrant Shares issuable upon such exercise, free of restrictive legends
unless the Registration Statement is not then effective or the Warrant Shares
are not freely transferable without volume restrictions pursuant to Rule 144
under the Securities Act.  The Holder, or any Person permissibly so
designated by the Holder to receive Warrant Shares, shall be deemed to have
become the holder of record of such Warrant Shares as of the Exercise Date with
respect thereto.  If the Warrant Shares can be issued without
restrictive legends, the Company shall, upon the written request of the Holder,
use its commercially reasonable efforts to deliver, or cause to be delivered,
Warrant Shares hereunder electronically through the Depository Trust and
Clearing Corporation (“DTC”) or another
established clearing corporation performing similar functions, if
available.

    


    (b) If by the
close of the third Trading Day after the date on which delivery of certificates
representing the Warrant Shares issuable in connection with the exercise of this
Warrant is required hereunder, the Company fails to deliver to the Holder a
certificate representing the required number of Warrant Shares in the manner
required pursuant to Section 5(a) hereof, and if after such third Trading Day
and prior to the receipt of such Warrant Shares, the Holder is required by its
broker to purchase (in an open market transaction or otherwise) shares of Common
Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares
which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the
Company shall, (1) pay in cash to the Holder the amount by which (x) the
Holder’s total purchase price (including brokerage commissions, if any) for the
shares of Common Stock so purchased exceeds (y) the amount obtained by
multiplying (A) the number of Warrant Shares that the Company was required to
deliver to the Holder in connection with the exercise at issue times (B) the
price at which the sell order giving rise to such purchase obligations was
executed, and (2) at the option of the Holder, either reinstate the portion of
the Warrant and equivalent number of Warrant Shares for which such exercise was
not honored or deliver to the Holder the number of shares of Common Stock that
would have been issued had the Company timely complied with its exercise and
delivery obligations hereunder.  For example, if the Holder purchases
Common Stock having a total purchase price of $11,000 to cover a Buy-In with
respect to an attempted exercise of shares of Common Stock with an aggregate
sale price giving rise to such purchase obligation of $10,000, under clause (1)
of the immediately preceding sentence the Company shall be required to pay the
Holder $1,000.  The Holder shall provide the Company written notice
indicating the amounts payable to the Holder in respect of the Buy-In and, upon
request of the Company, evidence of the amount of such loss.

    


    (c) To the
extent permitted by law, the Company’s obligations to issue and deliver Warrant
Shares in accordance with the terms hereof are absolute and unconditional,
irrespective of any action or inaction by the Holder to enforce the same, any
waiver or consent with respect to any provision hereof, the recovery of any
judgment against any Person or any action to enforce the
same.  Nothing herein shall limit a Holder’s right to pursue any other
remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with
respect to the Company’s failure to timely deliver certificates representing
shares of Common Stock upon exercise of the Warrant as required pursuant to the
terms hereof.

    


    6. Charges, Taxes and
Expenses.  Issuance and delivery of certificates for shares of
Common Stock upon exercise of this Warrant shall be made without charge to the
Holder for any issue or transfer tax, transfer agent fee or other incidental
expense in respect of the issuance of such certificates, all of which taxes and
expenses shall be paid by the Company; provided, however, that the Company shall
not be required to pay any tax that may be payable in respect of any transfer
involved in the registration of any certificates for Warrant Shares or Warrants
in a name other than that of the Holder and the Company may require, as a
condition to the transfer thereof, the payment of a sum sufficient to reimburse
it for any transfer tax incidental thereto.  The Holder shall be
responsible for all other tax liability or expense that may arise as a result of
holding or transferring this Warrant or receiving Warrant Shares upon exercise
hereof.

    


    7. Replacement of
Warrant.  If this Warrant is mutilated, lost, stolen or
destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation hereof, or in lieu of and substitution
for this Warrant, a New Warrant, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction and customary and
reasonable indemnity (which shall not include a surety bond), if
requested.  Applicants for a New Warrant under such circumstances
shall also comply with such other reasonable regulations and procedures and pay
such other reasonable third-party costs as the Company may
prescribe.  If a New Warrant is requested as a result of a mutilation
of this Warrant, then the Holder shall deliver such mutilated Warrant to the
Company as a condition precedent to the Company’s obligation to issue the New
Warrant.

    


    8. Reservation of Warrant
Shares; Listing.  The Company covenants that it will at all
times reserve and keep available out of the aggregate of its authorized but
unissued and otherwise unreserved Common Stock, solely for the purpose of
enabling it to issue Warrant Shares upon exercise of this Warrant as herein
provided, the number of Warrant Shares that are then issuable and deliverable
upon the exercise of this entire Warrant, free from preemptive rights or any
other contingent purchase rights of persons other than the Holder (taking into
account the adjustments and restrictions of Section 9 hereof).  The
Company covenants that all Warrant Shares so issuable and deliverable shall,
upon issuance in accordance with the terms hereof (including the payment of the
applicable Exercise Price (in cash or through a “cashless exercise”)), be duly
and validly authorized, issued and fully paid and nonassessable.  The
Company will from time to time take all commercially reasonable actions which
may be necessary so that the Warrant Shares, upon their issuance upon the
exercise of Warrants, will be listed on the principal securities exchanges and
markets within the United States of America, if any, on which other shares of
Common Stock are then listed.

    


    9. Certain
Adjustments.  The Exercise Price and number of Warrant Shares
issuable upon exercise of this Warrant are subject to adjustment from time to
time as set forth in this Section 9.

    


    (a) Stock Dividends and
Splits.  If the Company, at any time while this Warrant is
outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a
distribution on any class of capital stock that is payable in shares of Common
Stock, (ii) subdivides outstanding shares of Common Stock into a larger number
of shares, or (iii) combines outstanding shares of Common Stock into a smaller
number of shares, then in each such case the Exercise Price shall be multiplied
by a fraction of which the numerator shall be the number of shares of Common
Stock outstanding immediately before such event and of which the denominator
shall be the number of shares of Common Stock outstanding immediately after such
event.  Any adjustment made pursuant to clause (i) of this paragraph
shall become effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution, and any
adjustment pursuant to clause (ii) or (iii) of this paragraph shall become
effective immediately after the effective date of such subdivision or
combination.

    


    (b) Subsequent Rights
Offerings.  If the Company, at any time while the Warrant is
outstanding, shall issue rights, options or warrants to all holders of Common
Stock (and not to the Holders) entitling them to subscribe for or purchase
shares of Common Stock at a price per share less than the VWAP on the record
date mentioned below, then, the Exercise Price shall be multiplied by a
fraction, of which the denominator shall be the number of shares of the Common
Stock outstanding on the date of issuance of such rights, options or warrants
plus the number of additional shares of Common Stock offered for subscription or
purchase, and of which the numerator shall be the number of shares of the Common
Stock outstanding on the date of issuance of such rights, options or warrants
plus the number of shares which the aggregate offering price of the total number
of shares so offered (assuming receipt by the Company in full of all
consideration payable upon exercise of such rights, options or warrants) would
purchase at such VWAP.  Such adjustment shall be made whenever such
rights, options or warrants are issued, and shall become effective immediately
after the record date for the determination of stockholders entitled to receive
such rights, options or warrants.  Notwithstanding anything herein to
the contrary, the foregoing provisions in this Section 9(b) shall not apply to,
or be triggered by, any rights issued by the Company (either separately or that
attach to any securities of the Company) in connection with any stockholder
rights agreement, poison pill or other similar anti-takeover provision under the
Company’s certificate of incorporation, bylaws or other documents.

    


    (c) Pro Rata
Distributions.  If the Company, at any time while this Warrant
is outstanding, shall distribute to all holders of Common Stock (and not to the
Holders) evidences of its indebtedness or assets (including cash and cash
dividends) or rights or warrants to subscribe for or purchase any security) for
no consideration, then in each such case the Exercise Price shall be adjusted by
multiplying the Exercise Price in effect immediately prior to the record date
fixed for determination of stockholders entitled to receive such distribution by
a fraction of which the denominator shall be the VWAP determined as of the
record date mentioned above, and of which the numerator shall be such VWAP on
such record date less the then per share fair market value at such record date
of the portion of such assets or evidence of indebtedness so distributed
applicable to one outstanding share of the Common Stock as determined by the
Board of Directors in good faith.  In either case the adjustments
shall be described in a statement provided to the Holder of the portion of
assets or evidences of indebtedness so distributed or such subscription rights
applicable to one share of Common Stock.  Such adjustment shall be
made whenever any such distribution is made and shall become effective
immediately after the record date mentioned above.  Notwithstanding
anything herein to the contrary, the foregoing provisions in this Section 9(c)
shall not apply to, or be triggered by, any rights issued by the Company (either
separately or that attach to any securities of the Company) in connection with
any stockholder rights agreement, poison pill or other similar anti-takeover
provision under the Company’s certificate of incorporation, bylaws or other
documents

    


    (d) Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the
Company, directly or indirectly, in one or more related transactions effects any
merger or consolidation of the Company with or into another Person, (ii) the
Company, directly or indirectly, effects any sale, lease, license, assignment,
transfer, conveyance or other disposition of all or substantially all of its
assets in one or a series of related transactions, (iii) any, direct or
indirect, purchase offer, tender offer or exchange offer (whether by the Company
or another Person) is completed pursuant to which holders of Common Stock are
permitted to sell, tender or exchange their shares for other securities, cash or
property and has been accepted by the holders of 50% or more of the outstanding
Common Stock, (iv) the Company, directly or indirectly, in one or more related
transactions effects any reclassification, reorganization or recapitalization of
the Common Stock or any compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for other securities, cash or
property, (v) the Company, directly or indirectly, in one or more related
transactions consummates a stock or share purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with another Person whereby such other Person
acquires more than 50% of the outstanding shares of Common Stock (not including
any shares of Common Stock held by the other Person or other Persons making or
party to, or associated or affiliated with the other Persons making or party to,
such stock or share purchase agreement or other business combination) (each a
“Fundamental Transaction”), then, upon any subsequent exercise of this Warrant,
the Holder shall have the right to receive, for each Warrant Share that would
have been issuable upon such exercise immediately prior to the occurrence of
such Fundamental Transaction, at the option of the Holder (without regard to any
limitation in Section 11(a) on the exercise of this Warrant), the number of
shares of common stock of the successor or acquiring corporation or of the
Company, if it is the surviving corporation, and any additional consideration
(the “Alternate Consideration”) receivable as a result of such Fundamental
Transaction by a holder of the number of shares of Common Stock for which this
Warrant is exercisable immediately prior to such Fundamental Transaction
(without regard to any limitation in Section 11(a) on the exercise of this
Warrant).  For purposes of any such exercise, the determination of the
Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect
of one share of Common Stock in such Fundamental Transaction, and the Company
shall apportion the Exercise Price among the Alternate Consideration in a
reasonable manner reflecting the relative value of any different components of
the Alternate Consideration.  If holders of Common Stock are given any
choice as to the securities, cash or property to be received in a Fundamental
Transaction, then the Holder shall be given the same choice as to the Alternate
Consideration it receives upon any exercise of this Warrant following such
Fundamental Transaction.  Notwithstanding anything to the contrary, in
the event of a Fundamental Transaction that is (1) an all cash transaction, (2)
a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act, or
(3) a Fundamental Transaction involving a person or entity not traded on a
national securities exchange, including, but not limited to, the Nasdaq Global
Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market, the
Company or any Successor Entity (as defined below) shall, at the Holder’s
option, exercisable at any time concurrently with, or within 30 days after, the
consummation of the Fundamental Transaction, purchase this Warrant from the
Holder by paying to the Holder an amount of cash equal to the Black Scholes
Value of the remaining unexercised portion of this Warrant on the date of the
consummation of such Fundamental Transaction.  “Black Scholes Value”
means the value of this Warrant based on the Black and Scholes Option Pricing
Model obtained from the “OV” function on Bloomberg, L.P. (“Bloomberg”)
determined as of the day of consummation of the applicable Fundamental
Transaction for pricing purposes and reflecting (A) a risk-free interest rate
corresponding to the U.S. Treasury rate for a period equal to the time between
the date of the public announcement of the applicable Fundamental Transaction
and the Termination Date, (B) an expected volatility equal to the greater of
100% and the 100 day volatility obtained from the HVT function on Bloomberg as
of the Trading Day immediately following the public announcement of the
applicable Fundamental Transaction, (C) the underlying price per share used in
such calculation shall be the sum of the price per share being offered in cash,
if any, plus the value of any non-cash consideration, if any, being offered in
such Fundamental Transaction and (D) a remaining option time equal to the time
between the date of the public announcement of the applicable Fundamental
Transaction and the Termination Date.  The Company shall cause any
successor entity in a Fundamental Transaction in which the Company is not the
survivor (the “Successor Entity”) to assume in writing all of the obligations of
the Company under this Warrant and the other Transaction Documents in accordance
with the provisions of this Section 9(d).  Upon the occurrence of any
such Fundamental Transaction, the Successor Entity shall succeed to, and be
substituted for (so that from and after the date of such Fundamental
Transaction, the provisions of this Warrant and the other Transaction Documents
referring to the “Company” shall refer instead to the Successor Entity), and may
exercise every right and power of the Company and shall assume all of the
obligations of the Company under this Warrant and the other Transaction
Documents with the same effect as if such Successor Entity had been named as the
Company herein.

    


    (e) Number of Warrant
Shares.  Simultaneously with any adjustment to the Exercise
Price pursuant to paragraph (a) of this Section 9, the number of Warrant Shares
that may be purchased upon exercise of this Warrant shall be increased or
decreased proportionately, so that after such adjustment the aggregate Exercise
Price payable hereunder for the adjusted number of Warrant Shares shall be the
same as the aggregate Exercise Price in effect immediately prior to such
adjustment.

    


    (f) Calculations.  All
calculations under this Section 9 shall be made to the nearest cent or the
nearest 1/100th of a share, as applicable.  The number of shares of
Common Stock outstanding at any given time shall not include shares owned or
held by or for the account of the Company, and the disposition of any such
shares shall be considered an issue or sale of Common Stock.

    


    (g) De Minimis
Adjustments.  No adjustment in the Exercise Price shall be
required unless such adjustment would require an increase or decrease of at
least $0.01 in such price; provided, however, that any adjustment which by
reason of this Section 9(f) is not required to be made shall be carried forward
and taken into account in any subsequent adjustments under this Section
9.  All calculations under this Section 9 shall be made by the Company
in good faith and shall be made to the nearest cent or to the nearest one
hundredth of a share, as applicable.  No adjustment need be made for a
change in the par value or no par value of the Company’s Common
Stock.

    


    (h) Notice of
Adjustments.  Upon the occurrence of each adjustment pursuant
to this Section 9, the Company at its expense will promptly compute such
adjustment in accordance with the terms of this Warrant and prepare a
certificate setting forth such adjustment, including a statement of the adjusted
Exercise Price and adjusted number or type of Warrant Shares or other securities
issuable upon exercise of this Warrant (as applicable), describing the
transactions giving rise to such adjustments and showing the facts upon which
such adjustment is based.  Upon written request, the Company will
promptly deliver a copy of each such certificate to the Holder and to American
Stock Transfer and Trust Company, LLC, the transfer agent of the
Company.

    


    (i) Notice of Corporate
Events.  If, while this Warrant is outstanding, the Company (i)
declares a dividend or any other distribution of cash, securities or other
property in respect of its Common Stock, including without limitation any
granting of rights or warrants to subscribe for or purchase any capital stock of
the Company, (ii) solicits stockholder approval for any Fundamental Transaction
or (iii) authorizes the voluntary dissolution, liquidation or winding up of the
affairs of the Company, then, the Company shall deliver to the Holder at least
10 Trading Days prior to the applicable record or effective date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for
the purpose of such dividend or distribution, or if a record is not to be taken,
the date as of which the holders of the Common Stock of record to be entitled to
such dividend or distribution are to be determined or (y) the date on which such
Fundamental Transaction is expected to become effective or close; provided,
however, that the failure to deliver such notice or any defect therein or in the
mailing thereof shall not affect the validity of the corporate action required
to be specified in such notice.   To the extent that any notice
provided hereunder constitutes, or contains, material, non-public information
regarding the Company or any of the Subsidiaries, the Company shall
simultaneously file such notice with the Commission pursuant to a Current Report
on Form 8-K.  The Holder shall remain entitled to exercise this
Warrant during the period commencing on the date of such notice to the effective
date of the event triggering such notice except as may otherwise be expressly
set forth herein.

    


    
      	
              10.  

            	
              Payment of Exercise
      Price.

            


    

    


    (a) Cash Exercise
Price.  The Holder shall pay the Exercise Price by wire
transfer of immediately available funds to the Company.

     
 

    (b) Cashless
Exercise.  If at the time of exercise hereof there is no
effective registration statement registering, or the prospectus contained
therein is not available for, the issuance of the Warrant Shares to the Holder
and at such time the number as described in clause (A) below is greater than the
number as described in clause (B) below, then this Warrant may also be
exercised, in whole or in part, at such time by means of a “cashless exercise”
in which the Holder shall be entitled to receive a certificate for the number of
Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A),
where:

    


    
      	
               
      

            	
               (A)
      = the VWAP on the Trading Day immediately preceding the date on which
      Holder elects to exercise this Warrant by means of a “cashless exercise,”
      as set forth in the applicable Exercise
Notice;

            


    

    


    
      	
               
      

            	
              (B)
      = the Exercise Price of this Warrant, as adjusted hereunder;
      and

            


    

    


    
      	
               
      

            	
              (X)
      = the number of Warrant Shares that would be issuable upon exercise of
      this Warrant in accordance with the terms of this Warrant if such exercise
      were by means of a cash exercise rather than a cashless
      exercise.

            


    

    


    “VWAP” means, for any
date, the price determined by the first of the following clauses that applies:
(a) if the Common Stock is then listed or quoted on a Trading Market, the daily
volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed
or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m.
(New York City time) to 4:02 p.m. (New York City time), (b)  if the OTC
Bulletin Board is not a Trading Market, the volume weighted average price of the
Common Stock for such date (or the nearest preceding date) on the OTC Bulletin
Board, (c) if the Common Stock is not then listed or quoted for trading on the
OTC Bulletin Board and if prices for the Common Stock are then reported in the
“Pink Sheets” published by Pink OTC Markets, Inc. (or a similar organization or
agency succeeding to its functions of reporting prices), the most recent bid
price per share of the Common Stock so reported, or (d) in all other cases,
the fair market value of a share of Common Stock as determined by the Board of
Directors of the Company in good faith.

     

    11. Limitations on
Exercise.  Notwithstanding anything to the contrary contained
herein, the number of Warrant Shares that may be acquired by the Holder upon any
exercise of this Warrant (or otherwise in respect hereof) shall be limited to
the extent necessary to ensure that, following such exercise (or other
issuance), the total number of shares of Common Stock then beneficially owned by
the Holder and its affiliates and any other Persons whose beneficial ownership
of Common Stock would be aggregated with the Holder’s for purposes of Section
13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), does
not exceed 4.99% of the total number of issued and outstanding shares of Common
Stock (including for such purpose the shares of Common Stock issuable upon such
exercise).  For such purposes, beneficial ownership shall be
determined in accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder.  Each delivery of an Exercise
Notice by the Holder will constitute a representation by the Holder that it has
evaluated the limitation set forth in this Section and determined that issuance
of the full number of Warrant Shares requested in such Exercise Notice is
permitted under this Section.  The Company’s obligation to issue
shares of Common Stock in excess of the limitation referred to in this Section
shall be suspended (and, except as provided below, shall not terminate or expire
notwithstanding any contrary provisions hereof) until such time, if any, as such
shares of Common Stock may be issued in compliance with such limitation and in
no event later than 5:00 p.m., New York City time, on the Expiration
Date.  This provision shall not restrict the number of shares of
Common Stock which a Holder may receive or beneficially own in order to
determine the amount of securities or other consideration that such Holder may
receive in the event of a Fundamental Transaction as contemplated in Section 9
of this Warrant.  By written notice to the Company, which will not be
effective until the 61st day after such notice is delivered to the Company, the
Holder may waive the provisions of this Section but only to change the
beneficial ownership limitation to 9.9% of the number of shares of the Common
Stock outstanding immediately after giving effect to the issuance of shares of
Common Stock upon exercise of this Warrant, and the provisions of this Section
11 shall continue to apply.  Upon such a change by a Holder of the
beneficial ownership limitation from such 4.99% limitation to such 9.9%
limitation, the beneficial ownership limitation may not be further waived by
such Holder.

    


    12. No Fractional
Shares.  No fractional Warrant Shares will be issued in
connection with any exercise of this Warrant.  In lieu of any
fractional shares that would otherwise be issuable, the Company shall pay cash
equal to the product of such fraction multiplied by the closing price of one
Warrant Share as reported by the applicable Trading Market on the Exercise
Date.

    


    13. Notices.  Any
and all notices or other communications or deliveries hereunder (including,
without limitation, any Exercise Notice) shall be in writing and shall be deemed
given and effective on the earliest of (i) the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number
specified in this Section 13 at or prior to 5:00 p.m.  (New York City
time) on a Trading Day, (ii) the next Trading Day after the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile number specified in this Section 13 on a day that is not a Trading Day
or later than 5:00 p.m.  (New York City time) on any Trading Day,
(iii) the Trading Day following the date of mailing, if sent by nationally
recognized overnight courier service, or (iv) upon actual receipt by the party
to whom such notice is required to be given.  The addresses for such
notices or communications shall be: (a) if to the Company, to 9 Commercial
Blvd., Suite 200, Novato, CA 94949, Attention: Chief Financial Officer,
Facsimile No.: (415) 382-1368 (or such other address as the Company shall
indicate in writing in accordance with this Section 13) or (b) if to the Holder,
to the address or facsimile number appearing on the Warrant Register (or such
other address as the Company shall indicate in writing in accordance with this
Section 13).

    


    14. Warrant
Agent.  The Company shall serve as warrant agent under this
Warrant.  Upon 30 days’ notice to the Holder, the Company may appoint
a new warrant agent.  Any corporation into which the Company or any
new warrant agent may be merged or any corporation resulting from any
consolidation to which the Company or any new warrant agent shall be a party or
any corporation to which the Company or any new warrant agent transfers
substantially all of its corporate trust or stockholders services business shall
be a successor warrant agent under this Warrant without any further
act.  Any such successor warrant agent shall promptly cause notice of
its succession as warrant agent to be mailed (by first class mail, postage
prepaid) to the Holder at the Holder’s last address as shown on the Warrant
Register.

    


    15. Miscellaneous.

    


    (a) This
Warrant shall be binding on and inure to the benefit of the parties hereto and
their respective successors and permitted assigns.  Subject to the
preceding sentence, nothing in this Warrant shall be construed to give to any
Person other than the Company and the Holder any legal or equitable right,
remedy or cause of action under this Warrant.  This Warrant may be
modified or amended or the provisions hereof waived with the written consent of
the Company and Holders holding Warrants at least equal to a majority of the
Warrant Shares issuable upon exercise of all then outstanding
Warrants.

    


    (b) All
questions concerning the construction, validity, enforcement and interpretation
of this Warrant shall be determined in accordance with the provisions of the
Purchase Agreement.

    


    (c) The
headings herein are for convenience only, do not constitute a part of this
Warrant and shall not be deemed to limit or affect any of the provisions
hereof.

    


    (d) In case
any one or more of the provisions of this Warrant shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Warrant shall not in any way be affected or
impaired thereby and the parties will attempt in good faith to agree upon a
valid and enforceable provision which shall be a commercially reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute
provision in this Warrant.

    


    (e) Prior to
exercise of this Warrant, the Holder hereof shall not, by reason of by being a
Holder, be entitled to any rights of a stockholder with respect to the Warrant
Shares.

    


    (f) This
Warrant may be executed by facsimile signature.

    


    (g) The
Holder acknowledges that the Warrant Shares acquired upon the exercise of this
Warrant, if not registered or exercised via a cashless exercise, will have
restrictions upon resale imposed by state and federal securities
laws.

    


    


    

      

    

     

      
        	
                 
      

              	
                1
      18-month anniversary of Issue Date  for the B warrants and 5
      year anniversary of the Issue Date for the A
  Warrants.

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the Company has
caused this Warrant to be duly executed by its authorized officer as of the date
first indicated above.

     

    


     

    RAPTOR
PHARMACEUTICAL CORP.

     

    


     

    


     

    By:___________________________

     

    Name:

     

    Title:

     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    EXERCISE
NOTICE

     

     

    RAPTOR
PHARMACEUTICAL CORP.

     

     

    WARRANT
NO.  ___

     

     

    DATED
___________, ______

     

     

    


     

     

    Ladies
and Gentlemen:

     

     

    (1)            The
undersigned hereby elects to exercise the above-referenced Warrant with respect
to ____________ shares of Common Stock.  Capitalized terms used herein
and not otherwise defined herein have the respective meanings set forth in the
Warrant.

     

     

    (2)            Payment
shall take the form of (check applicable box):

     

    [  ]
in lawful money of the United States by wire transfer of immediately available
funds to the Company; or

     

    [ ] [if
permitted] the cancellation of such number of Warrant Shares as is necessary, in
accordance with the formula set forth in subsection 10(b), to exercise this
Warrant with respect to the maximum number of Warrant Shares purchasable
pursuant to the cashless exercise procedure set forth in subsection
10(b).

     

     (4)            The
Warrant Shares shall be delivered to the following DWAC Account Number or by
physical delivery of a certificate to:

    


    _______________________________

    


    _______________________________

    


    _______________________________

     

     (5)            By
its delivery of this Exercise Notice, the undersigned represents and warrants to
the Company that in giving effect to the exercise evidenced hereby the Holder
will not beneficially own in excess of the number of shares of Common Stock (as
determined in accordance with Section 13(d) of the Securities Exchange Act of
1934) permitted to be owned under Section 11 of this Warrant to which this
notice relates.

     

     

    HOLDER:

     

     

    ___________________________________

     

     

    (Print Name)

     

     

    By:__________________________________

     

     

    Name:

     

     

    Title:

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    WARRANT
ORIGINALLY ISSUED ___________, 2009

     

     

    WARRANT
NO.  ____

     

     

    NOTICE
OF ASSIGNMENT

     

     

    To be
completed and signed only upon transfer of Warrant

     

     

    FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto __________
the right represented by the within Warrant to purchase __________ shares of
Common Stock to which the within Warrant relates and appoints __________
attorney to transfer said right on the books of the Company with full power of
substitution in the premises.

     

     

    Dated:

     

     

    TRANSFEROR:

     

     

    ___________________________________

     

     

    (Print Name)

     

     

    By:__________________________________

     

     

    Name:

     

     

    Title:

     

     

    


     

     

    TRANSFEREE:

     

     

    ___________________________________

     

     

    (Print Name)

     

     

    __________________________________

     

     

    __________________________________

     

     

    (Address
of Transferee)

     

     

    


     

     

    In the
presence of:

     

     

    _______________________________