ContractWarrant Agreement • July 3rd, 2007 • Intellect Neurosciences, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION WITH RESPECT TO THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.
INTELLECT NEUROSCIENCES, INC. Convertible Promissory NoteConvertible Promissory Note • July 3rd, 2007 • Intellect Neurosciences, Inc. • Pharmaceutical preparations • New York
This Note is executed and delivered in connection with that certain ‘Subscription Agreement dated as of May [ ], 2007 by and between the Company and the payee (as the same may from time to time be amended, modified or supplemented, the “Purchase Agreement”). All terms defined in the Purchase Agreement shall have the same definitions when used herein, unless otherwise defined herein.
