0000924515-05-000016 Sample Contracts

FORM OF GT WARRANT
Spectrx Inc • August 12th, 2005 • Electromedical & electrotherapeutic apparatus

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE GEORGIA SECURITIES ACT OF 1973, AS AMENDED, PURSUANT TO AN EXEMPTION UNDER SECTION 13 OF SUCH ACT, THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER STATE. THIS WARRANT AND ANY OF SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER SAID ACTS AND ALL OTHER APPLICABLE SECURITIES LAWS UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

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WARRANT AGREEMENT
Warrant Agreement • August 12th, 2005 • Spectrx Inc • Electromedical & electrotherapeutic apparatus • Georgia

This Warrant Agreement (this "Agreement"), dated as of August 8, 2005, is made by and among SpectRx, Inc., a Delaware corporation (the "Company"), and the individuals listed on Exhibit A attached hereto (such individuals being referred to collectively herein as the "Investors").

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