WWW.EXFILE.COM, INC. -- MATRITECH, INC. -- EXHIBIT 4.2 TO FORM 8-K


    EXHIBIT
      4.2

    


    PURCHASE
      AND SALE AGREEMENT

     

    THIS
      PURCHASE AND SALE AGREEMENT (this
“Agreement”) is made and entered into as of the ___ day of July 2007, by and
      among Matritech, Inc. (the “Company”) and each of the other signatories
      hereto (each a “Participating Holder” and collectively, the “Participating
      Holders”).

     

    WHEREAS,
      the Participating Holders hold
      warrants originally issued by the Company on March 31, 2003 representing the
      right of each Participating Holder to purchase the number of shares of common
      stock of the Company stated in their respective signature blocks below (each
      a
“Warrant” and collectively, the “Warrants”); and

     

    WHEREAS,
      the Company desires to
      purchase the Warrants and the Participating Holders are amenable to selling
      the
      Warrants to the Company on the terms set forth herein.

    


    NOW,
      THEREFORE, for good and valuable
      consideration, the receipt and adequacy of which are hereby acknowledged, the
      parties agree as follows:

    


    1.          
      Subject to and in accordance with the terms and conditions of this Agreement,
      each Participating Holder signing this Agreement will sell to the Company and
      the Company will purchase from such Participating Holder all (but not less
      than
      all) of the Warrants owned by such Participating Holder for a purchase price
      equal to the number of shares covered by the Warrant held by the Participating
      Holder (the “Warrant Shares”) times $0.04, as set forth in its
      respective signature blocks below (each, a “Purchase
      Price”).  Between the date of this Agreement and April 1, 2008,
      the Company agrees that it will not purchase any Warrant or other warrants
      originally issued on March 31, 2003, at a higher price than $0.04 per share
      (the
“Higher Price”) unless it contemporaneously pays to the Participating Holder an
      extra amount equal to the Participating Holder’s Warrants Shares times the
      difference between the Higher Price and $0.04 (the “Equalizing
      Payment”).  If the Company makes an Equalizing Payment to a
      Participating Holder, the $0.04 figures in Section 7 hereof shall each be
      adjusted upwards to the Higher Price.

     

    


    2.           Each
      of the Participating Holders, individually, and not jointly, represent and
      warrant that it holds its Warrant and it agrees that it will not assign or
      transfer its Warrant or any portion thereof prior to July 31, 2007;
provided, however, notwithstanding anything herein to the
      contrary, each Participating Holder shall have the right to exercise all or
      any
      part of its Warrant at any time following the date hereof until the Closing
      (as
      defined below) in which case the Purchase Price shall be adjusted
      accordingly.  Each of the Participating Holders agrees to deliver its
      original Warrant 

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    to
      the
      Company (which will be held in escrow by the Company until Closing) along with
      two signed copies of this Agreement.

    


    3.          
      On or before July 31, 2007, the parties will consummate the purchase and sale
      of
      the Warrants (the “Closing”) as follows:

    


    
      	
               

            	
              (a)

            	
              The
                Company will cease holding any Warrants in escrow and will accept
                delivery
                of each Participating Holder’s Warrant;
                and

            


    

    


    
      	
               

            	
              (b)

            	
              The
                Company will deliver to each Participating Holder in U.S. dollars,
                by
                check sent by Federal Express to the address for payments set forth
                below
                (or will deliver funds via wire transfer at the request of the
                Participating Holder), an amount equal to each Participating Holder’s
                Purchase Price.

            


    

    


    4.           If
      the Closing has not occurred by July 31, 2007, the Company will return to the
      Participating Holder the original Warrant and the two copies of this Agreement
      delivered by the Participating Holder.

    


                5.           Notwithstanding
      the foregoing, each Participating Holder shall have the right to cancel its
      obligation (as to that Participating Holder only and not as to any other
      Participating Holder) to sell its Warrants to the Company in the event that,
      on
      or before July 31, 2007, the Company announces or consummates (i) an equity
      or
      convertible debt financing with gross proceeds to the Company of, in the
      aggregate, $2 million or more and if for equity, at a per share price above
      $0.40 per share or if for convertible debt, at a conversion price per share
      above $0.40 per share, or (ii) a sale, merger or similar change of control
      transaction as a result of which the stockholders of the Company in their
      capacity as such no longer own a majority of the outstanding equity securities
      of the Company or a sale of all or substantially all of the assets of the
      Company, in either case where proceeds to each common stockholder are
      established as or are projected to be $0.40 or more per share (any such
      acquisition or financing is referred to herein as a
“Transaction”).  In order to exercise its right to cancel, a
      Participating Holder must provide written notice to the Company no later than
      5:00 p.m. Eastern time on the fifth business day after an announcement of a
      completed or agreed-upon (i.e., execution of a binding letter of intent)
      Transaction.  Any Participating Holder may request access to material
      non-public terms of a Transaction in order to assist it in deciding on whether
      to exercise its right to cancel.  The Company will endeavor to
      promptly comply with all such requests provided the Participating Holder
      executes appropriate documentation agreeing to maintain the confidentiality
      of
      disclosed information and not to trade in the Company’s
      securities.  The submission of a request for access to additional
      non-public information shall not, however, extend the period within which the
      Participating Holder may exercise its rights under this paragraph.

    


                6.          
      In the event the Company engages in a Dilutive Issuance (as defined in the
      Warrants) after the Participating Holders sell the Warrants pursuant to this
      Agreement but prior to April 1, 2008, the Company agrees to calculate what
      the
      exercise price of the 

     

     

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    Warrants
      would have been after the Dilutive Issuance in accordance with the terms of
      the
      Warrants if the Warrants had not been sold to the Company (the “Pro Forma
      Adjusted Exercise Price”), and the Company will advise the Participating
      Holders in writing of that Pro Forma Adjusted Exercise Price.

    


    7.            With
      regard to each Warrant Share, each Participating Holder will have the right
      to
      deliver notice (the “Top Off Notice”) to the Company, on or before April
      1, 2008, demanding that the Company make an additional cash payment to the
      Participating Holder, calculated as follows:

    


    (A)
      the
      Participating Holder will calculate the average of the daily volume-weighted
      average trading price of the Company’s common stock on the primary trading
      market for the five most recent trading days ending on the date the
      Participating Holder delivers the Top Off Notice (in accordance with the notice
      provision of the Warrant) (the “VWAP”);

    


    (B)
      the
      amount due each Participating Holder for each Warrant Share included in the
      Top
      Off Notice (the “Top Off Payment”) shall be determined by multiplying (x)
      the number of Warrant Shares included in the Top Off Notice by (y) the
      VWAP minus the sum of (i) the lower of (a) the original exercise price of
      the Warrants or (b) the Pro Forma Adjusted Exercise Price and (ii) $0.04;
      and

    


    (C)
      the
      Company will pay the Top Off Payment to the Participating Holder, in U.S.
      dollars, by wire transfer or by check (at the option of the Participating
      Holder), within five business days after delivery of the Top Off
      Notice.  After April 1, 2008, the Participating Holders will have no
      further right to any payment on account of the Warrants.

    


    


    For
      the
      avoidance of doubt, Participating Holders may deliver more than one Top Off
      Notice but no Warrant Share shall be included in more than one Top Off
      Notice.  It is the purpose of this provision to permit Participating
      Holders to deliver a Top Off Notice in respect of part or all of their Warrant
      Shares in such Participating Holder’s discretion, but once a Top Off Notice has
      been delivered with respect to a Warrant Share, that Warrant Share may not
      be
      included in another Top Off Notice.

    


    8.           This
      Agreement constitutes the entire agreement among the parties with respect to
      the
      subject matter hereof.

    


    9.           This
      Agreement may be executed in counterparts each of which shall be deemed an
      original but all of which when taken together shall constitute but one and
      the
      same instrument, and by facsimile transmission or portable document format,
      which facsimile or portable document format signatures shall be considered
      original executed counterparts.

     

     

     

     

     

     

     

     

     

     

    
 

    
      
         

      

      
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    IN
      WITNESS WHEREOF, each of the parties
      has duly executed this Agreement as of the date first above
      written.

    


    


    MATRITECH,
      INC.

    


    


    By:_____________________

    Name:

    Title:

    


    


    


    (signatures
      continue on the following pages)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      [Signature
        Page to Agreement and Amendment]

    

    
      
         

      

      
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              Participating
                Holder

            	
              Shares
                Covered by Warrant

            	
              Purchase
                Price

            
	 	 	 
	
               

               

              By:_____________________

              Name:

              Title:

            	 	 
	
               

               

               

              Address
                for Notices:

               

               

               

            	 	 
	
              Tel:

            	 
	
              Fax:

            	 	 
	
               

              Address
                for Payments:

               

               

               

            	 	 


    

    


    
 

     

     

     

    
       

      
        [Signature
          Page to Agreement and Amendment]

      

      
        
           

        

        
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