0001279569-10-001424 Sample Contracts

STANDBY PURCHASE AGREEMENT
Standby Purchase Agreement • December 1st, 2010 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario

WHEREAS Lorus proposes to effect an offering of Rights to the holders of record of its Shares pursuant to a short form prospectus, such Rights being exercisable for one Unit;

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FIRST SUPPLEMENTAL INDENTURE
Warrant Indenture • December 1st, 2010 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada (hereinafter referred to as the “Warrant Agent”)

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AMENDING AGREEMENT
Standby Purchase Agreement • December 1st, 2010 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances)

WHEREAS Lorus and the Standby Purchaser (the “Parties”) have entered into a standby purchase agreement dated September 16, 2010 (the “Agreement”);

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