0001279569-07-001692 Sample Contracts

PINNACLE SHARE PURCHASE AGREEMENT BETWEEN 6707157 CANADA INC. AND LORUS THERAPEUTICS INC. MADE AS OF July 10, 2007 McCarthy Tétrault LLP
Share Purchase Agreement • November 20th, 2007 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario

AND WHEREAS New Lorus desires to sell and the Purchaser desires to purchase the Shares upon and subject to the terms and conditions set out in this Agreement;

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ASSIGNMENT, NOVATION AND AMENDMENT AGREEMENT AND CONSENT
Assignment, Novation and Amendment Agreement • November 20th, 2007 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario

WHEREAS Lorus, TEMIC and GeneSense (a wholly owned subsidiary of Lorus) entered into a subscription agreement dated as of October 6, 2004 (the “Subscription Agreement”) providing for, among other things, the issuance by Lorus of the Convertible Debentures to TEMIC (the Subscription Agreement and the Convertible Debentures collectively referred to herein as the “Debenture Documents”);

WARRANT REPURCHASE AGREEMENT
Warrant Repurchase Agreement • November 20th, 2007 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario

THE ERIN MILLS INVESTMENT CORPORATION, a corporation incorporated under the laws of the Province of Ontario (hereinafter referred to as the “Vendor”),

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