FORM OF WARRANT AGREEMENTWarrant Agreement • December 23rd, 2014 • Platinum Partners Value Arbitrage Fund, LP • Electromedical & electrotherapeutic apparatus • Delaware
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
Platinum Partners Value Arbitrage Fund L.P. c/o Platinum PartnersLetter of Agreement • December 23rd, 2014 • Platinum Partners Value Arbitrage Fund, LP • Electromedical & electrotherapeutic apparatus • Delaware
This Letter of Agreement, including the Exhibits attached hereto (collectively, this “Agreement”), sets forth the terms and conditions of the investment by Platinum Partners Value Arbitrage Fund L.P. and its affiliates (“Platinum”) and certain other investors (collectively with Platinum, the “Investors”) in Echo Therapeutics, Inc. (the “Company”). In consideration of the good and valuable consideration, including the mutual covenants, agreements and promises set forth in this Agreement and elsewhere, the receipt and sufficiency of which are hereby acknowledged, each of the Investors and the Company hereto agree as follows.
ContractSecurities Purchase Agreement • December 23rd, 2014 • Platinum Partners Value Arbitrage Fund, LP • Electromedical & electrotherapeutic apparatus • New York
