ContractMedical Exchange Inc. • April 24th, 2007 • Services-medical laboratories • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE MEDICAL EXCHANGE INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 24th, 2007 • Medical Exchange Inc. • Services-medical laboratories • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of February 28, 2007, by and among The Medical Exchange Inc., a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
SECURED CONVERTIBLE NOTEMedical Exchange Inc. • April 24th, 2007 • Services-medical laboratories • New York
This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower and the Holder, dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:
SECURITY AGREEMENTSecurity Agreement • April 24th, 2007 • Medical Exchange Inc. • Services-medical laboratories • New York
This Security Agreement (the "Agreement"), dated as of February 28, 2007, is entered into by and between The Medical Exchange Inc., a Nevada corporation (“Debtor”), and Sheldon S. Traube, as collateral agent acting in the manner and to the extent described in the Collateral Agent Agreement defined below (the "Collateral Agent"), for the benefit of the parties identified on Schedule A hereto (collectively, the "Lenders").
