0001193125-04-197569 Sample Contracts

Contract
Biosphere Medical Inc • November 15th, 2004 • Pharmaceutical preparations • New York

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

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INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • November 15th, 2004 • Biosphere Medical Inc • Pharmaceutical preparations • New York

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of this 10th day of November, 2004, by and among BioSphere Medical, Inc., a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto (each an “Investor” and collectively the “Investors”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 15th, 2004 • Biosphere Medical Inc • Pharmaceutical preparations • New York

THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of this 10th day of November, 2004, by and among BioSphere Medical, Inc., a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto (each an “Investor” and collectively, the “Investors”).

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