0001021890-06-000034 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • February 6th, 2006 • Lifeline Therapeutics, Inc. • Pharmaceutical preparations

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE EXERCISED, SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

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SELLING AGREEMENT January 14, 2005
Selling Agreement • February 6th, 2006 • Lifeline Therapeutics, Inc. • Pharmaceutical preparations • Colorado

Re: Private placement offering of up to $8,000,000, consisting of up to 400 units (“Units”) at an offering price of $20,000.00 per Unit, each Unit comprised of ten thousand shares of common stock of Lifeline Therapeutics, Inc. (“Company”) and ten thousand three-year warrants to purchase one share of common stock (“Warrant”) at an exercise price of $2.50 per share.

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