Common use of Purchase and Sale of Notes and Warrants Clause in Contracts

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, promissory notes in the aggregate principal amount of up to Six Hundred Thousand Dollars ($600,000) bearing interest at the rate of fifteen percent (15%) per annum, in substantially the form attached hereto as Exhibit B (the “Notes”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Warrants, in substantially the form attached hereto as Exhibit C (the “Warrants”), to purchase the number of shares of Common Stock set forth opposite such Purchaser’s name on Exhibit A attached hereto. The Warrants shall have an exercise price equal to the Warrant Price (as defined in the respective Warrant) and shall be exercisable as stated therein. Each Warrant shall have a term of three (3) years from the later of i) the date it is issued (the “Issuance Date”) or ii) June 30, 2007.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, convertible promissory notes in the aggregate principal amount of up to Six Million Six Hundred Thousand Dollars ($600,0006,600,000) bearing interest at the rate of fifteen nine percent (159%) per annum, convertible into shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), in substantially the form attached hereto as Exhibit B (the “Notes”). Each Note shall be issued in a multiple of one Thousand Dollars ($1,000). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Warrants, in substantially the form attached hereto as Exhibit C (the “Warrants”), to purchase the a number of shares of Common Stock equal to the amounts set forth opposite such Purchaser’s name on Exhibit A attached hereto. The Warrants shall expire five (5) years following the Closing Date and shall have an exercise price per share equal to the Warrant Price (as defined in the respective Warrant) and shall be exercisable as stated therein. Each Warrant shall have a term of three (3) years from the later of i) the date it is issued (the “Issuance Date”) or ii) June 30, 2007Warrants).

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, (i) senior secured convertible promissory notes in the aggregate principal amount of up to Five Million Six Hundred Sixty-Five Thousand Dollars ($600,000) bearing interest at 5,665,000), convertible into shares of the rate of fifteen percent Company's common stock, par value $.0001 per share (15%) per annumthe "Common Stock"), in substantially the form attached hereto as Exhibit B (the “"Notes”"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “"Securities Act”"), including Regulation D (“"Regulation D”"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers each Purchaser shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit C C-1 (the “"Series A Warrants”"), to purchase the a number of shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares issuable upon conversion of such Purchaser's Note at an exercise price per share equal to $0.65 and a term of five (5) years following issuance and (ii) Series B Warrants, in substantially the form attached hereto as Exhibit C-2 (the "Series B Warrants" and together with the Series A Warrants, the "Warrants"), to purchase, in accordance with the terms thereof, a number of shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares issuable upon conversion of such Purchaser's Note at an exercise price per share equal to $0.01 and a term of five (5) years following issuance. The number of shares of Common Stock issuable upon exercise of the Warrants issuable to each Purchaser is set forth opposite such Purchaser’s 's name on Exhibit A attached hereto. The Warrants shall have an exercise price equal to the Warrant Price (as defined in the respective Warrant) and shall be exercisable as stated therein. Each Warrant shall have a term of three (3) years from the later of i) the date it is issued (the “Issuance Date”) or ii) June 30, 2007.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, senior secured convertible promissory notes in the aggregate principal amount of up to Six Hundred Thousand Ten Million Dollars ($600,000) bearing interest at 10,000,000), convertible into shares of the rate of fifteen percent Company's common stock, par value $0.001 per share (15%) per annumthe "Common Stock"), in substantially the form attached hereto as Exhibit B (the “"Notes”"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “"Securities Act”"), including Regulation D (“"Regulation D”"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Warrants, in substantially the form attached hereto as Exhibit C (the “"Warrants”"), to purchase the a number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Notes purchased pursuant to this Agreement as set forth opposite such Purchaser’s 's name on Exhibit A attached hereto. The Warrants shall expire five (5) years following the Closing Date and shall have an exercise price per share equal to the Warrant Price (as defined in the respective Warrant) and shall be exercisable as stated therein. Each Warrant shall have a term of three (3) years from the later of i) the date it is issued (the “Issuance Date”) or ii) June 30, 2007Warrants).

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company Issuer shall issue and sell to the PurchasersInvestors, and the Purchasers Investors shall purchase from the CompanyIssuer, severally and not jointly in accordance with Exhibit A, (i) secured convertible promissory notes in the aggregate principal amount of up to Six Hundred Thousand Dollars ($600,000) bearing interest at the rate of fifteen percent (15%) per annum, in substantially the form attached hereto as Exhibit B B-1 (the “First Lien Notes”), in the case of Biotex Pharma Investments LLC (the “Lead Investor”) and, to the extent purchasing Notes having an aggregate principal amount not in excess of $100,000, any other purchasers of First Lien Notes identified on Exhibit A (together with the Lead Investor, the "First Lien Investors”), or Exhibit B-2 (the “Second Lien Notes”), in the case of the other Investors (the “Second Lien Investors”) and (ii) warrants in substantially the form attached hereto as Exhibit C (the “Warrants”) for the purchase of shares of the Issuer’s common stock, par value $.001 per share (the “Common Stock”). The Company Issuer and the Purchasers Investors are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Warrants, in substantially the form attached hereto as Exhibit C (the “Warrants”), to purchase the number of shares of Common Stock set forth opposite such Purchaser’s name on Exhibit A attached hereto. The Warrants shall have an exercise price equal to the Warrant Price (as defined in the respective Warrant) and shall be exercisable as stated therein. Each Warrant shall have a term of three (3) years from the later of i) the date it is issued (the “Issuance Date”) or ii) June 30, 2007.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, promissory notes in the aggregate principal amount of up to Six Hundred Thousand Five Million Dollars ($600,000) bearing interest at the rate of fifteen percent (15%) per annum5,000,000), in substantially the form attached hereto as Exhibit B (the “Notes”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, each of the Purchasers shall be issued (i) Warrants, in substantially the form attached hereto as Exhibit C (the “Warrants”), to purchase exercisable in the number of aggregate into 800,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock set forth opposite such Purchaser’s name on Exhibit A attached heretoStock”). The Warrants shall have an exercise price equal to the Warrant Price (as defined in the respective WarrantWarrants) and shall be exercisable as stated therein. Each Warrant The Warrants shall have a term of three expire five (35) years from the later of i) the date it is issued Closing Date (the “Issuance Date”) or ii) June 30, 2007as defined below).

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth in Exhibit A hereto) from the Company, a senior secured promissory notes note in the aggregate principal amount of up to Six Hundred Thousand Three Million Dollars ($600,000) bearing interest at the rate of fifteen percent (15%) per annum3,000,000), in substantially the form attached hereto as Exhibit B (the “Notes”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditionsconditions and for no additional consideration, each of the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit C (the “Series A Warrants,” or the “Warrants”), to purchase the number of up to 5,500,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock set forth opposite such Purchaser’s name on Exhibit A attached heretoStock”). The Warrants shall expire seven (7) years following the Closing Date and shall have an exercise price per share equal to the Warrant Price (as defined in the respective Warrant) and shall be exercisable as stated therein. Each Warrant shall have a term of three (3) years from the later of i) the date it is issued (the “Issuance Date”) or ii) June 30, 2007).

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, (i) senior secured convertible promissory notes in the aggregate principal amount of up to Three Million Six Hundred Thousand Dollars ($600,000) bearing interest at 3,600,000), convertible into shares of the rate of fifteen percent Company's common stock, par value $.0001 per share (15%) per annumthe “Common Stock”), in substantially the form attached hereto as Exhibit B (the “"Notes”"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “"Securities Act”"), including Regulation D (“"Regulation D”"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers each Purchaser shall be issued (i) Series A-2 Warrants, in substantially the form attached hereto as Exhibit C (the “"Warrants”"), to purchase the a number of shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares issuable upon conversion of such Purchaser’s Note at an exercise price per share equal to $0.65 and a term of five (5) years following issuance. The number of shares of Common Stock issuable upon exercise of the Warrants issuable to each Purchaser is set forth opposite such Purchaser’s name on Exhibit A attached hereto. The Warrants shall have an exercise price equal to the Warrant Price (as defined in the respective Warrant) and shall be exercisable as stated therein. Each Warrant shall have a term of three (3) years from the later of i) the date it is issued (the “Issuance Date”) or ii) June 30, 2007.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, promissory notes in the aggregate principal amount of up to Six Hundred Thousand One Million Dollars ($600,0001,000,000) bearing interest at the rate of fifteen percent (15%) per annum, in substantially the form attached hereto as Exhibit B (the “Notes”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Warrants, in substantially the form attached hereto as Exhibit C (the “Warrants”), to purchase the number of shares of Common Stock set forth opposite such Purchaser’s name on Exhibit A attached hereto. The Warrants shall have an exercise price equal to the Warrant Price (as defined in the respective Warrant) and shall be exercisable as stated therein. Each Warrant shall have a term of three (3) years from the later of i) the date it is issued (the “Issuance Date”) or ii) June 30, 2007.

Purchase and Sale of Notes and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, convertible promissory notes in the aggregate principal amount of up to Four Million Six Hundred Twenty Thousand Dollars ($600,0004,620,000) bearing interest at the rate of fifteen seven percent (157%) per annum, convertible into shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), in substantially the form attached hereto as Exhibit B (the “Notes”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”) and Regulation S (“Regulation S”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, each of the Purchasers shall be issued (i) Warrants, in substantially the form attached hereto as Exhibit C (the “Warrants”), to purchase the number of shares of Common Stock set forth opposite such Purchaser’s name on Exhibit A attached hereto. The Warrants shall have an exercise price equal to the Warrant Price (as defined in the respective WarrantWarrants) and shall be exercisable as stated therein. Each Warrant The Warrants shall have a term of three expire five (35) years from the later of i) the date it is issued Closing Date (the “Issuance Date”) or ii) June 30, 2007as defined below).