0001140361-07-018755 Sample Contracts

NANOVIRICIDES, INC.
Investor Subscription Agreement • September 27th, 2007 • Nanoviricides, Inc. • Services-commercial physical & biological research • Nevada

INVESTORSUBSCRIPTION AGREEMENT (the "Subscription Agreement") dated September 21, 2007, between NANOVIRICIDES, INC., a Nevada corporation (the "Company") and the person or persons executing this Agreement on the last page (the "Subscriber"). All documents mentioned herein are incorporated by reference.

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Contract
Warrant Agreement • September 27th, 2007 • Nanoviricides, Inc. • Services-commercial physical & biological research • Nevada

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO NANOVIRICIDES, INC., THAT SUCH REGISTRATION IS NOT REQUIRED.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 27th, 2007 • Nanoviricides, Inc. • Services-commercial physical & biological research • Nevada

This Registration Rights Agreement (this "Agreement") is made this 21st day of September, 2007, by NANOVIRICIDES, INC., a publicly-owned Nevada corporation (the "Company") and each of the Purchasers set forth on the signature page hereto (individually a "Purchaser" and collectively, the "Purchasers").

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