0001144204-08-041135 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 22nd, 2008 • Optigenex Inc. • Medicinal chemicals & botanical products • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 15, 2008, by and among Optigenex Inc., a Delaware corporation with its headquarters located at 1170 Valley Brook Avenue, Lyndhurst, NJ 07071 (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 • July 22nd, 2008 • Optigenex Inc. • Medicinal chemicals & botanical products • New York

SECURITY AGREEMENT (this “Agreement”), dated as of July 15, 2008, by and among Optigenex Inc., a Delaware corporation (“Parent” or “Company”) and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • July 22nd, 2008 • Optigenex Inc. • Medicinal chemicals & botanical products • New York

INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of July 15, 2008, by and among Optigenex Inc., a Delaware corporation (“Parent” or “Company”) and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

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