SECURITIES PURCHASE AGREEMENT TO PURCHASE CONVERTIBLE NOTES AND COMMON STOCK PURCHASE WARRANTS SYNTHETIC BLOOD INTERNATIONAL, INC.Securities Purchase Agreement • March 21st, 2008 • Synthetic Blood International Inc • Services-commercial physical & biological research • California
The Securities, as described herein, have not been registered with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and are being offered in reliance on exemptions from registration provided in Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of SYNTHETIC BLOOD INTERNATIONAL INC.Synthetic Blood International Inc • March 21st, 2008 • Services-commercial physical & biological research • California
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Synthetic Blood International Inc., a New Jersey corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SYNTHETIC BLOOD INTERNATIONAL, INC. CONVERTIBLE NOTE DUE JANUARY 2013Synthetic Blood International Inc • March 21st, 2008 • Services-commercial physical & biological research • California
THIS CONVERTIBLE NOTE is one of a series of duly authorized and issued Convertible Notes of Synthetic Blood International Inc., a New Jersey corporation, having a principal place of business at 3189 Airway Avenue, Building C, Costa Mesa, California 92626 (the “Company”), designated as the Convertible Notes Due January 2013 (this Note, the “Note” and collectively with the other such series of Notes, the “Notes”). The Notes are being issued by the Company in connection with an unregistered private placement of the Notes in the aggregate principal amount of up to $13.5 million. The Notes are being issued to the Holder pursuant to a purchase agreement by which the Holder agreed to purchase Notes and Warrants.
