0000812796-05-000002 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 3rd, 2005 • Dor Biopharma Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this "Agreement") is dated as of February 1, 2005, among DOR BioPharma, Inc., a Delaware corporation (the "Company"), and the investors identified on the signature pages hereto (each, an "Investor" and collectively, the "Investors").

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 3rd, 2005 • Dor Biopharma Inc • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 1, 2005, by and among DOR BioPharma, Inc., a Delaware corporation (the “Company”), and the Investors signatory hereto (each such Investor, an “Investor” and collectively, the “Investors”).

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