ContractWarrant Agreement • September 4th, 2007 • Advanced BioPhotonics Inc. • Measuring & controlling devices, nec • New York
Contract Type FiledSeptember 4th, 2007 Company Industry JurisdictionTHIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF AUGUST 29, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 4th, 2007 • Advanced BioPhotonics Inc. • Measuring & controlling devices, nec • New York
Contract Type FiledSeptember 4th, 2007 Company Industry JurisdictionREGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 29, 2007, by and among Advanced Biophotonics Inc., a Delaware corporation with its headquarters located at 125 Wilbur Place, Suite 120, Bohemia, NY 11716 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).
SECURITY AGREEMENTSecurity Agreement • September 4th, 2007 • Advanced BioPhotonics Inc. • Measuring & controlling devices, nec • New York
Contract Type FiledSeptember 4th, 2007 Company Industry JurisdictionSECURITY AGREEMENT (this “Agreement”), dated as of August 29, 2007, by and among Advanced Biophotonics Inc., a Delaware corporation (“Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • September 4th, 2007 • Advanced BioPhotonics Inc. • Measuring & controlling devices, nec • New York
Contract Type FiledSeptember 4th, 2007 Company Industry JurisdictionINTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement” dated as of August 29, 2007, by and among Advanced Biophotonics Inc., a Delaware corporation (the “Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 4th, 2007 • Advanced BioPhotonics Inc. • Measuring & controlling devices, nec • New York
Contract Type FiledSeptember 4th, 2007 Company Industry JurisdictionSECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 29, 2007, by and among Advanced Biophotonics Inc., a Delaware corporation, with headquarters located at 125 Wilbur Place, Suite 120, Bohemia, NY 11716 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
ADVANCED BIOPHOTONICS INC.Secured Convertible Notes Amendment • September 4th, 2007 • Advanced BioPhotonics Inc. • Measuring & controlling devices, nec
Contract Type FiledSeptember 4th, 2007 Company IndustryThis letter shall serve as an amendment to the outstanding Secured Convertible Notes (collectively, the “Notes”) issued pursuant to the Securities Purchase Agreements between Advanced BioPhotonics Inc. (the “Company”) and each of: (i) AJW Partners, LLC; (ii) AJW Offshore, Ltd.; (iii) AJW Qualified Partners, LLC; and (iv) New Millennium Capital Partners II, LLC (collectively, the “Purchasers”) dated as of November 14, 2005, September 12, 2006 and October 31, 2006.