ContractAdvanced BioPhotonics Inc. • November 3rd, 2006 • Measuring & controlling devices, nec • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF OCTOBER 31, 2006, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2006 • Advanced BioPhotonics Inc. • Measuring & controlling devices, nec • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 31, 2006, by and among Advanced Biophotonics Inc., a Delaware corporation with its headquarters located at 125 Wilbur Place, Suite 120, Bohemia, NY 11716 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 3rd, 2006 • Advanced BioPhotonics Inc. • Measuring & controlling devices, nec • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of October 31, 2006, by and among Advanced Biophotonics Inc., a Delaware corporation, with headquarters located at 125 Wilbur Place, Suite 120, Bohemia, NY 11716 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
