0001193125-08-114904 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 15th, 2008 • PreMD Inc. • Services-medical laboratories • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 29, 2008 between PreMD 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”).

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SUBSIDIARY GUARANTEE
Subsidiary Guarantee • May 15th, 2008 • PreMD Inc. • Services-medical laboratories • New York

SUBSIDIARY GUARANTEE, dated as of February 29, 2008 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between PreMd Inc., a Canadian corporation (the “Company”) and the Purchasers.

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