0001193125-05-006579 Sample Contracts

REGISTRATION TERMS
Registration Rights Agreement • January 14th, 2005 • Synthetic Blood International Inc • Services-commercial physical & biological research • California

The following agreement (“Agreement”) on the terms of registration rights granted in connection with the purchase and sale of common stock and warrants by Synthetic Blood International, Inc., a New Jersey corporation (the “Company”), to purchasers (each such purchaser, a “Purchaser” and collectively, the “Purchasers”) tendering to the Company the Offshore Securities Purchase Agreement dated November 3, 2004 (the “Purchase Agreement”) is effective November 3, 2004.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • January 14th, 2005 • Synthetic Blood International Inc • Services-commercial physical & biological research • Delaware

This Agreement shall constitute the irrevocable offer of the undersigned to purchase, in the amounts and subject to the terms set forth in this Agreement, shares of common stock, par value $0.01 per share, and an equal number of warrants to purchase common stock of the Company, the form of which is attached hereto as Exhibit A ( collectively the “Securities”) of Synthetic Blood International, Inc., a New Jersey corporation (the “Company”), at a purchase price of $0.20 for each share and warrant. On execution by both parties, this Agreement shall become a bilateral agreement binding on both the undersigned and the Company and the undersigned agrees to be bound by the terms of the warrant attached hereto as Exhibit A. Each part of this Agreement must be completed by the undersigned and, by execution below, the undersigned acknowledges that he/she understands that the Company is relying on the accuracy and completeness hereof in complying with its obligations under applicable securities l

OFFSHORE SECURITIES PURCHASE AGREEMENT
Offshore Securities Purchase Agreement • January 14th, 2005 • Synthetic Blood International Inc • Services-commercial physical & biological research • California

This Offshore Securities Purchase Agreement (this “Agreement”) is made by Synthetic Blood International, Inc., a New Jersey corporation (the “Company”), and the purchaser identified on the signature page hereto, including its successors and assigns, (the “Buyer”); and

OFFSHORE SECURITIES PURCHASE AGREEMENT November 3, 2004
Offshore Securities Purchase Agreement • January 14th, 2005 • Synthetic Blood International Inc • Services-commercial physical & biological research • California

This Offshore Securities Purchase Agreement (this “Agreement”) is made by Synthetic Blood International, Inc., a New Jersey corporation (the “Company”), and the purchaser identified on the signature page hereto, including its successors and assigns, (the “Buyer”); and

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