0001054274-05-000029 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 16th, 2005 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus • Florida

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 16, 2005, by and between HEPALIFE TECHNOLOGIES, INC., a Florida corporation, (the "Company"), and FUSION CAPITAL FUND II, LLC (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

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UNITED STATES DEPARTMENT OF AGRICULTURE TYPE OF RESEARCH AGREEMENT RESEARCH AGREEMENT Cooperative Research and Development Agreement AGREEMENT NO. 58-3K95-3-967 TYPE OF ACTION NEW AGENCY (Name and Address) Agricultural Research Service 1400...
Research Agreement Research Agreement • December 16th, 2005 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus • District of Columbia

PRINCIPAL INVESTIGATOR (Name and Address) Harmel Rayat (Same as Above) FINANCE OFFICE (Complete Mailing Address) USDA, ARS, BA, Budget and Fiscal Office 10300 Baltimore Ave. Bldg. 003, Rm. 206, BARC-West Beltsville, MD 20705-2350

Contract
Department of Agriculture Research Agreement • December 16th, 2005 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus

UNITED STATES DEPARTMENT OF AGRICULTURE RESEARCH AGREEMENT TYPE OF RESEARCH AGREEMENT Cooperative Research and Development Agreement

RESTATED FINDER AGREEMENT
Finder Agreement • December 16th, 2005 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus

Restated Finder And Agreement , dated as of the 1st day of August, 2005 (the “Restated Agreement”), between Pacific Capsource, Inc., (“Finder”), a Nevada Corporation, with offices located at 1751 Greenwich, San Francisco, CA 94123, and HepaLife Technologies, Inc. (“Client”), a Florida Corporation, with offices located at Suite 216, 1628 West 1st Avenue, Vancouver, B.C., V6J 1G1.

TERMINATION AGREEMENT
Termination Agreement • December 16th, 2005 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus • Illinois

TERMINATION AGREEMENT (the “Agreement”), dated as of December 14, 2005, by and between HEPALIFE TECHNOLOGIES, INC., a Florida corporation, (the “Company”), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability company (the “Buyer”).

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • December 16th, 2005 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus • Florida

COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of December 16, 2005, by and between HEPALIFE TECHNOLOGIES, INC., a Florida corporation (the “Company”), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.

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