0001140361-07-024781 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 19th, 2007 • Auriga Laboratories, Inc. • Pharmaceutical preparations • Massachusetts

Registration Rights Agreement (the “Agreement”), dated as of December 17, 2007, by and between Auriga Laboratories, Inc., a corporation organized under the laws of State of Delaware, with its principal executive office at 10635 Santa Monica Blvd., Suite 120, Los Angeles, California 90025 (the “Company”), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted company, with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Holder”).

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INVESTMENT AGREEMENT
Investment Agreement • December 19th, 2007 • Auriga Laboratories, Inc. • Pharmaceutical preparations • Massachusetts

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of December 17, 2007 by and between Auriga Laboratories, Inc., a Delaware corporation (the "Company"), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted company (the "Investor").

STANDARD OFFICE LEASE BY AND BETWEEN CAMARILLO OFFICE PARTNERS I, LLC, a California limited liability company, AS LANDLORD, AND AURIGA LABORATORIES, INC., a Delaware corporation, AS TENANT SUITE 150
Standard Office Lease • December 19th, 2007 • Auriga Laboratories, Inc. • Pharmaceutical preparations • California

This Standard Office Lease ("Lease") is made and entered into as of this 13th day of December, 2007, by and between CAMARILLO OFFICE PARTNERS I LLC, a California limited liability company ("Landlord"), and AURIGA LABORATORIES INC., a Delaware corporation ("Tenant").

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