0001193125-05-044720 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 8th, 2005 • Glycogenesys Inc • Biological products, (no disgnostic substances) • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 4th day of March, 2005 by and among GlycoGenesys, Inc., a Nevada corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement, dated March , 2005, by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement.

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Contract
Warrant Agreement • March 8th, 2005 • Glycogenesys Inc • Biological products, (no disgnostic substances) • New York

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS.

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PURCHASE AGREEMENT
Purchase Agreement • March 8th, 2005 • Glycogenesys Inc • Biological products, (no disgnostic substances) • New York
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