0001144204-07-012448 Sample Contracts

Contract
Grant Life Sciences, Inc. • March 13th, 2007 • In vitro & in vivo diagnostic substances • New York

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF MARCH 7, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 13th, 2007 • Grant Life Sciences, Inc. • In vitro & in vivo diagnostic substances • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 7, 2007, by and among Grant Life Sciences, Inc., a Nevada corporation with its headquarters located at 3550 Wilshire Blvd., Suite 1700, Los Angeles, CA 90010 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).

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SECURITY AGREEMENT
Security Agreement • March 13th, 2007 • Grant Life Sciences, Inc. • In vitro & in vivo diagnostic substances • New York

SECURITY AGREEMENT (this “Agreement”), dated as of March 7, 2007, by and among Grant Life Sciences, Inc., a Nevada corporation (“Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

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INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • March 13th, 2007 • Grant Life Sciences, Inc. • In vitro & in vivo diagnostic substances • New York
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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 13th, 2007 • Grant Life Sciences, Inc. • In vitro & in vivo diagnostic substances • New York
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