0001299933-05-004892 Sample Contracts

Contract
Waiver and Third • September 26th, 2005 • Memory Pharmaceuticals Corp • Pharmaceutical preparations

Waiver and Third Amendment to Investor Rights Agreement, dated as of September 21, 2005 (this “Amendment”), among Memory Pharmaceuticals Corp. (the “Company”) and the investors set forth on the signature page hereto (the “Investors”)

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Contract
Securities Purchase Agreement • September 26th, 2005 • Memory Pharmaceuticals Corp • Pharmaceutical preparations • New York

Securities Purchase Agreement, dated as of September 21, 2005 (this “Agreement”), among Memory Pharmaceuticals Corp., a Delaware corporation (the “Company”), and the Purchasers listed on Exhibit A hereto, together with their permitted transferees (each, a “Purchaser” and collectively, the “Purchasers”).

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