0001072613-07-001739 Sample Contracts

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • August 2nd, 2007 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of July 2007, by and among Matritech, Inc. (the “Company”) and each of the other signatories hereto (each a “Participating Holder” and collectively, the “Participating Holders”).

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AGREEMENT AND AMENDMENT TO 15% SECURED CONVERTIBLE PROMISSORY NOTES DATED JANUARY 13, 2006 AND DATED JANUARY 22, 2007
15% Secured Convertible Promissory Notes • August 2nd, 2007 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Delaware

This Agreement and Amendment is executed and delivered on this 27th day of July 2007 by and among Matritech, Inc. (the “Borrower”), the undersigned holders of a majority of the outstanding principal amount of those certain 15% Secured Convertible Promissory Notes issued by the Borrower on January 13, 2006 (the “Series A Notes”) pursuant to the Securities Purchase Agreement, dated as of January 13, 2006, by and among the Borrower and the purchasers party thereto (the “Series A Purchase Agreement”) and the undersigned holders of a majority of the outstanding principal amount of those certain 15% Secured Convertible Promissory Notes issued by the Borrower on January 22, 2007 (the “Series B Notes”) pursuant to the Securities Purchase Agreement, dated as of January 22, 2007, by and among the Borrower and the purchasers party thereto (the “Series B Purchase Agreement”). The undersigned holders of a majority of the outstanding principal amount of the Series A Notes shall be referred to as the

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