0001104659-11-001864 Sample Contracts

INVESTMENT AGREEMENT
Investment Agreement • January 18th, 2011 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances) • Massachusetts

Pursuant to the Put given by Advanced Life Sciences Holdings, Inc. to Dutchess Opportunity Fund, II, LP on 201 , we are now submitting the amount of common shares for you to issue to Dutchess.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 18th, 2011 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances) • Massachusetts

Registration Rights Agreement (the “Agreement”), dated as of January 18, 2011, by and between Advanced Life Sciences Holdings, Inc., a corporation organized under the laws of Delaware, USA (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership (the “Investor”).

FORBEARANCE AGREEMENT
Forbearance Agreement • January 18th, 2011 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances) • Illinois

THIS FORBEARANCE AGREEMENT (the “Forbearance”), dated as of November 23, 2010 is among ADVANCED LIFE SCIENCES, INC. (“Borrower”), ADVANCED LIFE SCIENCES HOLDINGS, INC. (“Holdings”) and MICHAEL FLAVIN (“Flavin” and together with Holdings, the “Guarantors”) and THE LEADERS BANK (“Lender”).

OMNIBUS AMENDMENT
Loan Agreement • January 18th, 2011 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances) • Illinois

This Omnibus Amendment to Second Amended and Restated Loan Agreement and Forbearance Agreement (“Amendment”) is entered into as of December 29, 2010, by and between ADVANCED LIFE SCIENCES, INC. (the “Borrower”), ADVANCED LIFE SCIENCES HOLDINGS, INC. (the “Guarantor”), and THE LEADERS BANK (“Lender”).

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