0001171843-11-001675 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 31st, 2011 • Intellipharmaceutics International Inc. • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January ___, 2011, between Intellipharmaceutics International Inc., a Canadian corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 31st, 2011 • Intellipharmaceutics International Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January __, 2011, between Intellipharmaceutics International Inc., a Canadian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

SERIES [A/B] COMMON SHARES PURCHASE WARRANT INTELLIPHARMACEUTICS INTERNATIONAL INC.
Security Agreement • May 31st, 2011 • Intellipharmaceutics International Inc. • Pharmaceutical preparations

THIS SERIES [A/B] COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the ______1 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Intellipharmaceutics International Inc., a Canadian corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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