AVAX TECHNOLOGIES, INC. CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT Dated as of October 24, 2008Purchase Agreement • November 19th, 2008 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Delaware
AVAX Technologies, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to the Purchasers listed on the signature pages hereto (individually, a “Purchaser” and collectively the “Purchasers”), up to $1,500,000 aggregate principal amount of the Company’s 6% Convertible Notes Due December 31, 2008 (individually, a “Note” and collectively, the “Notes”) and warrants to purchase up to 15, fully paid and non-assessable shares of common stock, par value $.004 per share, of the Company (the “Common Stock”) for $0.10 per share (individually a “Warrant” and collectively, the “Warrants”) pursuant to this Convertible Note and Warrant Purchase Agreement (the “Agreement”). The Notes will be convertible into shares of Common Stock or other securities of the Company, as more fully described therein.
ContractAvax Technologies Inc • November 19th, 2008 • Biological products, (no disgnostic substances) • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. THIS NOTE IS SUBJECT TO THAT CERTAIN CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT, DATED OCTOBER 24, 2008, BY AND AMONG THE COMPANY AND THE PURCHASERS NAMED THEREIN.
AMENDMENT TO CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENTConvertible Note and Warrant Purchase Agreement • November 19th, 2008 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Delaware
This Amendment to Convertible Note and Warrant Purchase Agreement (this “Amendment”) is entered into effective as of October 24, 2008 (the “Effective Date”), by and between AVAX Technologies, Inc., a Delaware corporation (the “Company”), and each of the purchasers (the “Purchasers”) of the Company’s 6% Convertible Notes Due December 31, 2008 (the “Convertible Promissory Notes”) issued pursuant to that certain Convertible Note and Warrant Purchase Agreement, dated as of October 24, 2008 (the “Purchase Agreement”), by and between the Company. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.
