ex10-1




Exhibit 10.1










SECURITIES PURCHASE AGREEMENT




Among




ANTEX BIOLOGICS INC.




and




THE PURCHASERS LISTED ON SCHEDULE I




Dated as of July 3, 2001














 









SECURITIES PURCHASE AGREEMENT


            THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July
3, 2001, among Antex Biologics Inc., a Delaware corporation (the “Company”),
and the various purchasers identified and listed on Schedule I hereto (each
referred to herein as a “Purchaser” and, collectively, the “Purchasers.”)


            WHEREAS, the Company and the Purchasers are executing and delivering this
Agreement in reliance upon the exemption from securities registration afforded
by Rule 506 under Regulation D as promulgated by the United States Securities
and Exchange Commission (the “Commission”) under Section 4(2) of the Securities
Act of 1933, as amended (the “Securities Act”);


            WHEREAS, subject to the terms and conditions set forth in this Agreement,
the Company desires to issue and sell to the Purchasers, and the Purchasers
desire to acquire from the Company, 3,000 shares of the Company’s Series B
Convertible Preferred Stock, par value $.01 per share, liquidation value $1,000
per share (the “Preferred Stock”), Class E warrants (the “Class E Warrants”) to
purchase up to 750,000 shares of the Company’s common stock, par value $.01 per
share (the “Common Stock”), in the form of Exhibit B-1 attached hereto, and
Class F warrants (the “Class F Warrants”) to purchase up to 375,000 shares of
the Common Stock, in the form of Exhibit B-2 attached hereto (the Class E
Warrants and the Class F Warrants, together the “Warrants”);


            WHEREAS, it is contemplated that the Company will sell 2,000 shares of
Preferred Stock and Class E warrants to purchase up to 500,000 shares of the
Company’s Common Stock and Class F warrants to purchase up to 250,000 shares of
the Common Stock in a separate transaction, subject to substantially the same
terms and conditions set forth in this Agreement, on or before July 31, 2001
(the “Additional Investment”); and


            WHEREAS, contemporaneously with the execution and delivery of this
Agreement, the parties hereto are executing and delivering a Registration
Rights Agreement in substantially the form of Exhibit C attached hereto (the
“Registration Rights Agreement”) pursuant to which the Company has agreed to
provide certain registration rights under the Securities Act and the rules and
regulations promulgated thereunder, and applicable state securities laws.


            NOW THEREFORE, in consideration of the promises and mutual covenants and
agreements hereinafter, the Company and the Purchasers hereby agree as follows:



ARTICLE I.




PURCHASE AND SALE OF THE PREFERRED STOCK

AND WARRANTS



      1.1 Purchase and Sale. Subject to the terms and conditions set forth
herein, the Company shall issue and sell to each Purchaser, and each Purchaser,
severally and not jointly, shall purchase from the Company on the Closing Date
(as defined below), the number of shares of

 








 Preferred Stock as set forth for such Purchaser on Schedule I. The
Preferred Stock shall have the respective rights, preferences and privileges
set forth in the Certificate of Designation (the “Certificate of Designation”),
in the form of Exhibit A annexed hereto, which shall be approved by the
Purchasers and the Company’s Board of Directors and filed on or prior to the
Closing Date by the Company with the Secretary of State of Delaware.


      1.2 Closings.


            a. The Closing. The closing of the purchase and sale of the Preferred
Stock and the issuance of the Warrants (the “Closing”) shall take place at the
offices of Akin, Gump, Strauss, Hauer & Feld, L.L.P., 590 Madison Avenue, New
York, New York 10022, or by transmission by facsimile and overnight courier,
immediately following the execution hereof, or such later date or different
location as the parties shall agree, but not prior to the date that the
conditions set forth in Section 4.1 have been satisfied or waived by the
appropriate party (the “Closing Date”). At the Closing:


                  (i) Each Purchaser shall deliver, as directed by the Company, its portion
of the purchase price as set forth next to its name on Schedule I in United
States dollars in immediately available funds to an account or accounts
designated in writing by the Company;


                  (ii) The Company shall deliver to each Purchaser a certificate(s)
representing the shares of Preferred Stock purchased by such Purchaser as set
forth on Schedule I hereto;


                  (iii) The Company shall deliver to each Purchaser Class E Warrants, in the
form of Exhibit B-1 hereto and Class F Warrants in the form of Exhibit B-2
hereto, representing the right to acquire the number of shares of Common Stock
purchased by such Purchaser as set forth on Schedule I hereto; and


                  (iv) The parties shall execute and deliver each of the documents referred
to in Section 4.1 hereof.



ARTICLE II.




REPRESENTATIONS AND WARRANTIES



      2.1 Representations, Warranties and Agreements of the Company. The
Company hereby makes the following representations and warranties to each of
the Purchasers:


            a. Organization and Qualification. The Company is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Delaware, with the requisite corporate power and authority to own and use
its properties and assets and to carry on its business as currently conducted.
Except as set forth on Schedule 2.1(a), the Company has no subsidiaries
(collectively, the “Subsidiaries”). Each of the Subsidiaries (which for
purposes of this Agreement means any Person (as defined below) in which the
Company, directly or indirectly, owns the majority of such Person’s capital
stock or holds an equivalent equity or


2







similar interest) is a corporation duly incorporated, validly existing and
in good standing under the laws of the jurisdiction of its incorporation, with
the requisite corporate power and authority to own and use its properties and
assets and to carry on its business as currently conducted. Each of the
Company and its Subsidiaries is duly qualified as a foreign corporation to do
business and is in good standing as a foreign corporation in each jurisdiction
in which the nature of the business conducted or property owned by it makes
such qualification necessary, except where the failure to be so qualified or in
good standing, as the case may be, would not, individually or in the aggregate,
(i) adversely affect the legality, validity or enforceability of this Agreement
or any of the Transaction Documents (as defined in Section 2.1(b)) or any of
the transactions contemplated hereby or thereby, (ii) have or result in a
material adverse effect on the business, results of operations, assets,
prospects, or financial condition of the Company and its Subsidiaries, taken as
a whole or (iii) impair the Company’s ability to perform fully on a timely
basis its obligations under any Transaction Document (any of (i), (ii) or
(iii), being a “Material Adverse Effect”).


            b. Authorization; Enforcement. The Company has the requisite corporate
power and authority to enter into and to consummate the transactions
contemplated by this Agreement and the Certificate of Designation, the Warrants
and the Registration Rights Agreement (collectively, the “Transaction
Documents”), and otherwise to carry out its obligations hereunder and
thereunder. The execution and delivery of this Agreement and each of the
Transaction Documents by the Company and the consummation by it of the
transactions contemplated hereby and thereby have been duly authorized by all
necessary corporate action and no further action is required by the Company,
its Board of Directors or its stockholders in connection therewith. The
Company has full corporate power and authority to issue, sell and deliver the
Preferred Stock, the Conversion Shares (as defined below), the Warrants and the
Warrant Shares (as defined below) pursuant to this Agreement and the
Transaction Documents. This Agreement and each of the Transaction Documents
have been duly executed by the Company and when delivered in accordance with
the terms hereof or thereof will constitute the valid and binding obligations
of the Company enforceable against the Company in accordance with their terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating
to, or affecting generally the enforcement of, creditors’ rights and remedies
or by other equitable principles of general application, and except that rights
to indemnification and contribution may be limited by federal or state
securities laws or public policy relating thereto.


            c. Capitalization. As of the date hereof, the authorized and issued
capital stock of the Company and its Subsidiaries and the ownership thereof is
as set forth in Schedule 2.1(c). All of such outstanding shares of capital
stock have been, or upon issuance will be, duly authorized and validly issued,
fully paid and nonassessable and were issued in accordance with the
registration or qualification provisions of the Securities Act, or pursuant to
valid exemptions therefrom. Except as disclosed on Schedule 2.1(c), (i) no
shares of the Company’s capital stock are subject to preemptive rights or any
other similar rights or any liens, claims or encumbrances suffered or permitted
by the Company, nor is any holder of the Common Stock entitled to preemptive or
similar rights arising out of any agreement or understanding with the Company
by virtue of any Transaction Document, (ii) there are no outstanding options,
warrants, scrip rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into or
exchangeable or exercisable for, or giving any Person (as defined

3








 below) any right to subscribe for or acquire, any shares of capital stock
of the Company or any of its Subsidiaries, or contracts, commitments,
understandings or arrangements by which the Company or any of its Subsidiaries
is or may become bound to issue additional shares of capital stock of the
Company or any of its Subsidiaries or options, warrants, scrip rights to
subscribe to, calls or commitments of any character whatsoever relating to, or
securities or rights convertible into, any shares of capital stock of the
Company or any of its Subsidiaries, (iii) there are no outstanding debt
securities of the Company or any of its Subsidiaries, (iv) there are no
contracts, commitments, understandings, agreements or arrangements under which
the Company or any of its Subsidiaries is obligated to register the sale of any
of their securities under the Securities Act (except the Registration Rights
Agreement), (v) there are no outstanding securities of the Company or any of
its Subsidiaries which contain any redemption or similar provisions, and there
are no contracts, commitments, understandings, agreements or arrangements by
which the Company or any of its Subsidiaries is or may become bound to redeem a
security of the Company or any of its Subsidiaries, (vi) there are no
securities or instruments containing anti-dilution or similar provisions that
will be triggered by the issuance of the shares of Preferred Stock or Warrants,
or upon the conversion of the Preferred Stock or exercise of the Warrants,
(vii) the Company does not have any stock appreciation rights or “phantom
stock” plans or agreements, or any similar plan or agreement and (viii) to the
knowledge of the Company, except as specifically disclosed in the SEC Documents
(as defined in Section 2.1(k)), no Person or group of related Persons
beneficially owns (as determined pursuant to Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and no Person
or group of related Persons has the right to acquire by agreement with or by
obligation binding upon the Company beneficial ownership of in excess of 5% of
the Common Stock. As used herein, “Person” means an individual or corporation,
partnership, trust, incorporated or unincorporated association, joint venture,
limited liability company, joint stock company, government (or an agency or
subdivision thereof) or other entity of any kind.


            d. Authorization, Validity and Issuance of Shares. The shares of Common
Stock issuable upon conversion of the Preferred Stock and exercise of the
Warrants (collectively, the “Underlying Shares”) are duly authorized and
reserved for issuance and the shares of Common Stock issued upon conversion of
the Preferred Stock (the “Conversion Shares”) and exercise of the Warrants (the
“Warrant Shares”) will be validly issued, fully paid and nonassessable, free
and clear of all liens and encumbrances, other than liens and encumbrances
created by the Purchasers (collectively, “Liens”), and are not subject to any
preemptive or similar rights existing on the date hereof. Assuming the
accuracy of the representations and warranties of the Purchasers under Section
2.2 hereof, the issuance by the Company of the Preferred Stock, the Warrants
and the Underlying Shares is exempt from registration under the Securities Act.
When issued by the Company in accordance with the terms of this Agreement, the
Preferred Stock and the Warrants will be validly issued, fully paid and
nonassessable.


            e. No Conflicts. The execution, delivery and performance of this
Agreement and each of the Transaction Documents by the Company and the
consummation by the Company of the transactions contemplated hereby and thereby
(including the issuance of the Underlying Shares) do not (i) conflict with or
violate any provision of the certificate of incorporation of the Company (the
“Certificate of Incorporation”), the bylaws of the Company (the “Bylaws”) or
other organizational documents of the Company or any of the Subsidiaries, (ii)
subject to obtaining the consents referred to in Section 2.1(f), conflict with,
or constitute a material breach

4








or a default (or an event which with notice or lapse of time or both would
become a default) under, or give to other Persons any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture, patent,
license or instrument (evidencing a Company or Subsidiary debt or otherwise) to
which the Company or any of its Subsidiaries is a party or by which any
property or asset of the Company or any of its Subsidiaries is bound or
affected, or (iii) result in a material violation of any law, rule, regulation,
order, judgment, injunction, decree or other restriction of any court or
governmental authority to which the Company or any of its Subsidiaries is
subject (including federal and state securities laws and regulations and the
rules and regulations of the principal market, system or exchange on which the
Common Stock is traded, quoted or listed), applicable to the Company or any of
its Subsidiaries, or by which any material property or asset of the Company or
any of its Subsidiaries is bound or affected.


            f. Consents and Approvals. Neither the Company nor any of its
Subsidiaries is required to obtain any consent, waiver, authorization or order
of, give any notice to, or make any filing or registration with, any court or
other federal, state, local or other governmental authority, regulatory or self
regulatory agency, or other Person in connection with the execution, delivery
and performance by the Company of this Agreement or the Transaction Documents,
other than (i) the filing of a registration statement with the Commission,
(ii) the application(s) or any letter(s) acceptable to the American Stock
Exchange (“AMEX”) for the listing or quoting of the Underlying Shares on AMEX
(and with any other national securities exchange or market on which the Common
Stock is then traded, listed or quoted), (iii) any filings, notices or
registrations under applicable state securities laws and (iv) the filing of the
Certificate of Designation with the Secretary of State of Delaware (the
“Required Approvals”).


            g. Litigation; Proceedings. There is no action, suit, notice of
violation, proceeding or investigation pending or, to the knowledge of the
Company or any of its Subsidiaries, threatened against or affecting the Company
or any of its Subsidiaries or any of their respective properties or assets
before or by any court, governmental or administrative agency or regulatory
authority (federal, state, county, local or foreign) or any arbitrator, which
(i) challenges the legality, validity or enforceability of this Agreement or
any of the Transaction Documents or (ii) could reasonably be expected to,
individually or in the aggregate, have a Material Adverse Effect.


            h. No Default or Violation. Neither the Company nor any of its
Subsidiaries (i) is in default under or in violation of any indenture, loan or
other credit agreement or any other agreement or instrument to which it is a
party or by which it or any of its properties or assets is bound and which is
required to be included as an exhibit to any SEC Document (as defined in
Section 2.1(k)) or will be required to be included as an exhibit to the
Company’s next filing under either the Securities Act or the Exchange Act, (ii)
is in material violation of any law, rule, regulation order, judgment,
injunction, decree or other restriction of any court, arbitrator or
governmental authority applicable to it, (iii) is in material violation of any
law, statute, ordinance, rule or regulation of any governmental authority to
which it is subject (iv) is in default under or any material violation of any
of the provisions of its respective certificate of incorporation, bylaws or
other organizational documents or (v) is in default under or in violation of
any of the listing or quotation requirements of AMEX as in effect on the date
hereof and the Company is not aware of any facts which would reasonably lead to
delisting or suspension of the Common Stock by AMEX in the foreseeable future.
The business of the Company and its

5








Subsidiaries has not been conducted in violation of any law, statute,
ordinance, rule or regulation of any governmental authority, except where such
violations have not resulted or would not reasonably result, individually or in
the aggregate, in a Material Adverse Effect. Neither the Company nor any of
its Subsidiaries is in breach of any agreement where such breach, individually
or in the aggregate, would have a Material Adverse Effect


            i. Disclosure; Absence of Certain Changes. None of this Agreement, the
Schedules to this Agreement, the Transaction Documents, the SEC Documents (as
defined in Section 2.1(k)) or any other written or formally presented
information, report, exhibit, schedule or document identified on Schedule
2.1(i), furnished by or on behalf of the Company in connection with the
negotiation of the transactions contemplated hereby contained at the time it
was or is so furnished any untrue statement of a material fact or omits to
state any material fact necessary in order to make the statements made herein
and therein, in light of the circumstances under which they were made, not
misleading. Except as disclosed in SEC Documents filed on EDGAR at least five
business days prior to the date hereof, since March 31, 2001, there has been no
material adverse change and no material adverse development in the business,
properties, operations, financial condition, liabilities or results of
operations of the Company or the Subsidiaries. The Company has not taken any
steps, and does not currently expect to take any steps, to seek protection
pursuant to any bankruptcy law nor does the Company or any of its Subsidiaries
have any knowledge or reason to believe that its creditors intend to initiate
involuntary bankruptcy proceedings. No event, liability, development or
circumstance has occurred or exists, or is contemplated to occur, with respect
to the Company or its Subsidiaries or their respective businesses, properties,
operations or financial condition or, insofar as can reasonably be foreseen,
prospects, that would be required to be disclosed by the Company under
applicable securities laws on a registration statement (including by way of
incorporation by reference) filed with the Commission under the Securities Act,
on the date this representation is made, relating to an issuance and sale by
the Company of its Common Stock and which has not been publicly disclosed.


            j. Private Offering. The Company and, to the knowledge of the Company,
all Persons acting on its behalf have not made, directly or indirectly, offers
or sales of any securities or solicited any offers to buy any securities under
circumstances that would require registration of the Preferred Stock, the
Warrants, the Conversion Shares, the Warrant Shares or the Underlying Shares or
the issuance of such securities under the Securities Act. The offer, sale and
issuance of the Preferred Stock, the Warrants, the Conversion Shares and the
Warrant Shares to the Purchasers will not be integrated with any other offer,
sale and issuance of the Company’s securities.


            k. SEC Documents; Financial Statements. The Common Stock of the Company
is registered pursuant to Section 12(b) of the Exchange Act. The Company has
filed all reports, schedules, forms, statements and other documents required to
be filed by it with the Commission pursuant to the reporting requirements of
the Exchange Act, including pursuant to Sections 13, 14 or 15(d) thereof (the
foregoing materials and all exhibits included therein and financial statements
and schedules thereto and documents (other than exhibits to such documents)
incorporated by reference therein being collectively referred to herein as the
“SEC Documents”), on a timely basis or has received a valid extension of such
time of filing and has filed any such SEC Documents prior to the expiration of
any such extension. As of their respective dates, the

6








SEC Documents complied in all material respects with the requirements of
the Securities Act and the Exchange Act and the rules and regulations of the
Commission promulgated thereunder, and none of the SEC Documents, when filed,
contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading. All agreements to which the Company or any of its Subsidiaries
is a party or to which the property or assets of the Company or any of its
Subsidiaries are subject and which are required to be filed as exhibits to the
SEC Documents have been filed as exhibits to the SEC Documents as required and
neither the Company nor any of its Subsidiaries nor, to the Company’s
knowledge, any other party is in breach of any such agreement. As of their
respective dates, the financial statements of the Company included in the SEC
Documents comply as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the Commission with
respect thereto as in effect at the time of filing. Such financial statements
have been prepared in accordance with United States generally accepted
accounting principles applied on a consistent basis during the periods
involved, except as may be otherwise specified in such financial statements or
the notes thereto, and fairly present in all material respects the financial
position of the Company as of and for the dates thereof and the results of
operations and cash flows for the periods then ended, subject, in the case of
unaudited statements, to normal, immaterial year-end audit adjustments.
Neither the Company nor any of its Subsidiaries nor, to the knowledge of the
Company, any of their officers, directors, employees or agents has provided the
Purchasers with any material, nonpublic information, except as set forth on
Schedule 2.1(i). The Company acknowledges that the Purchasers will be trading
in the securities of the Company in reliance on the foregoing representation
and warranty.


            l. Broker’s Fees. No fees or commissions or similar payments with respect
to the transactions contemplated by this Agreement and the Transaction
Documents have been paid or will be payable by the Company to any broker,
financial advisor, finder, investment banker, or bank, other than as set forth
on Schedule 2.1(l).


            m. Form S-3 Eligibility. The Company is eligible to register securities
(including the Underlying Shares) for resale with the Commission on Form S-3
(or any successor form) promulgated under the Securities Act.


            n. Listing and Maintenance Requirements Compliance. The principal market
on which the Common Stock is currently traded is AMEX. The Company has not in
the three years preceding the date hereof received notice (written or oral)
from AMEX (or any stock exchange, market or trading facility on which the
Common Stock is or has been traded or listed (or on which it has been quoted))
to the effect that the Company is not in compliance with the listing or
maintenance requirements of such market, trading facility or exchange. The
Company is not aware of any facts that would reasonably lead to delisting or
suspension of the Common Stock by AMEX. As of the date hereof, the Company is
in compliance with all such maintenance requirements.


            o. Intellectual Property Rights. The Company and its Subsidiaries own or
possess adequate rights or licenses to use all trademarks, trademark
applications, trade names and service marks, whether or not registered, and all
patents, patent applications, copyrights, inventions, licenses, approvals,
governmental authorizations, trade secrets and intellectual

7








property rights (collectively, “Intellectual Property Rights”) which are
necessary for use in connection with their respective businesses as now
conducted and as described in the SEC Documents. None of the Company’s
Intellectual Property Rights is expected to expire or terminate within two
years from the date of this Agreement. To the knowledge of the Company,
neither the Company nor any of its Subsidiaries has infringed or is infringing
on any of the Intellectual Property Rights of any Person and there is no claim,
action or proceeding which has been made or brought or alleged against, or to
the Company’s knowledge, is being made, brought or threatened against, the
Company or any of its Subsidiaries regarding the infringement of any of the
Intellectual Property Rights, and the Company and its Subsidiaries are unaware
of any facts or circumstances which might give rise to any of the foregoing,
except where any of the foregoing would not have a Material Adverse Effect.
The Company and its Subsidiaries have taken reasonable security measures to
protect the secrecy, confidentiality and value of all of their Intellectual
Property Rights.


            p. Registration Rights; Rights of Participation. (i) the Company has not
granted or agreed to grant to any Person any rights (including “piggy-back”
registration rights) to have any securities of the Company registered with the
Commission or any other governmental authority which have not been satisfied
and (ii) no Person, including, but not limited to, current or former
stockholders of the Company, underwriters, brokers or agents, has any right of
first refusal, preemptive right, right of participation, or any similar right
to participate in the transactions contemplated by this Agreement or any
Transaction Document.


            q. Internal Accounting Controls. The Company and each of the Subsidiaries
maintain a system of internal accounting controls sufficient to provide
reasonable assurance that (i) transactions are executed in accordance with
management’s general or specific authorizations, (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with
United States generally accepted accounting principles and to maintain asset
accountability, (iii) access to assets is permitted only in accordance with
management’s general or specific authorizations and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.


            r. Tax Status; Firpta. The Company and each of its Subsidiaries have made
or filed all federal and state income and all other tax returns, reports and
declarations required by any jurisdiction to which it is subject (unless and
only to the extent that the Company and each of its Subsidiaries has set aside
on its books provisions reasonably adequate for the payment of all unpaid and
unreported taxes) and has paid all taxes and other governmental assessments and
charges that are material in amount, shown or determined to be due on such
returns, reports and declarations, except those being contested in good faith,
and have set aside on their books provisions reasonably adequate for the
payment of all taxes for periods subsequent to the periods to which such
returns, reports or declarations apply. There are no unpaid taxes in any
material amount claimed to be due from the Company or any of its Subsidiaries
by the taxing authority of any jurisdiction, and the Company knows of no basis
for any such claim. The Company is not a “United States real property holding
corporation” within the meaning of Section 847(c)(2) of the Internal Revenue
Code of 1986, as amended.


8









            s. Application to Takeover Protection. The Company and its Board of
Directors have taken all necessary action, if any, in order to render
inapplicable any control share acquisition, business combination or other
similar anti-takeover provision under the Certificate of Incorporation, Bylaws
or the laws of the state of incorporation of the Company which is or could
become applicable to the Purchasers or the Transaction Documents as a result of
the transactions contemplated by this Agreement and the Transaction Documents.
None of the transactions contemplated by this Agreement and the Transaction
Documents, including the conversion of the Preferred Stock and the exercise of
the Warrants, will trigger any poison pill provisions of any of the Company’s
stockholders’ rights or similar agreements.


            t. Solicitation Materials. The Company has not (i) distributed any
offering materials in connection with the offering and sale of the Preferred
Stock or the Warrants, other than the SEC Documents, the Schedules to this
Agreement, any amendments and supplements thereto or (ii) solicited any offer
to buy or sell the Preferred Stock or the Warrants by means of any form of
general solicitation or advertising. Neither the Company, nor any of its
Affiliates, nor any Person acting on its or their behalf, has engaged or will
engage in any form of general solicitation or general advertising (within the
meaning of Regulation D under the Securities Act) in connection with the offer
or sale of the Preferred Stock or the Warrants.


            u. Seniority; Exclusivity. No class of equity securities of the Company
will be senior to the Preferred Stock in right of payment, whether upon
liquidation, dissolution or otherwise. So long as any Preferred Stock issued
hereunder remain outstanding, the Company shall not exchange, redeem or convert
any of the Company’s capital stock for or into indebtedness, including
convertible debt, of the Company.


            v. Other Agreements. The Company has not, directly or indirectly, made
any agreements with any Purchasers relating to the terms and conditions of the
transactions contemplated by the Transaction Documents except as set forth in
the Transaction Documents.


      Each Purchasers acknowledges and agrees that the Company makes no
representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in this Section 2.1.


      2.2 Representations and Warranties of the Purchasers. Each of the
Purchasers, severally and not jointly, hereby represents and warrants to the
Company (as to itself) as follows:


            a. Organization; Authority. Such Purchaser is a corporation or a limited
duration company or a limited liability company or limited partnership duly
formed, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, organization or formation with the requisite
power and authority, corporate or otherwise, to enter into and to consummate
the transactions contemplated hereby and by the Transaction Documents and
otherwise to carry out its obligations hereunder and thereunder. The purchase
by such Purchaser of the Preferred Stock and the Warrants hereunder has been
duly authorized by all necessary action on the part of such Purchaser. Each of
this Agreement and the Registration Rights Agreement has been duly executed and
delivered by such Purchaser and constitutes the valid and legally binding
obligation of such Purchaser, enforceable against such Purchaser in accordance
with its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization,

9








moratorium, liquidation or similar laws relating to, or affecting
generally the enforcement of, creditors’ rights and remedies or by other
equitable principles of general application, and except that rights to
indemnification and contribution may be limited by federal or state securities
laws or public policy relating thereto.


            b. Investment Intent. Such Purchaser is acquiring the Preferred Stock and
the Warrants for its own account and not with a present view to or for
distributing or reselling the Preferred Stock, the Warrants, the Conversion
Shares or the Warrant Shares or any part thereof or interest therein in
violation of the Securities Act; provided, however, that by making the
representations herein, such Purchaser does not agree to hold any of the
Preferred Stock, the Warrants, the Conversion Shares or the Warrant Shares for
any minimum or other specific term and reserves the right to dispose of the
Preferred Stock at any time in accordance with or pursuant to a registration
statement or an exemption under the Securities Act.


            c. Purchaser Status. At the time such Purchaser was offered the Preferred
Stock and the Warrants, at the Closing Date and on the date or dates of
exercise of the warrants, (i) it was and will be an “accredited investor” as
defined in Rule 501 under the Securities Act and (ii) such Purchaser, either
alone or together with its representatives, had and will have such knowledge,
sophistication and experience in business and financial matters so as to be
capable of evaluating the merits and risks of the prospective investment in the
Preferred Stock and the Warrants.


            d. Reliance. Such Purchaser understands and acknowledges that (i) the
Preferred Stock and the Warrants are being offered and sold to such Purchaser
without registration under the Securities Act in a private placement that is
exempt from the registration provisions of the Securities Act under Section
4(2) of the Securities Act or Regulation D promulgated thereunder and (ii) the
availability of such exemption depends in part on, and the Company will rely
upon the accuracy and truthfulness of, the representations set forth in this
Section 2.2 and such Purchaser hereby consents to such reliance.


            e. Information. Such Purchaser and its advisors, if any, have been
furnished with all materials relating to the business, finances and operations
of the Company and materials relating to the offer and sale of the Preferred
Stock and the Warrants which have been requested by such Purchaser or its
advisors. Such Purchaser and its advisors, if any, have been afforded the
opportunity to ask questions of the Company. Neither such inquiries nor any
other due diligence investigation conducted by such Purchaser or any of its
advisors or representatives shall modify, amend or affect such Purchaser’s
right to rely on the Company’s representations and warranties contained in
Section 2.1 above or representations and warranties of the Company contained in
any other Transaction Document. Such Purchaser understands that its investment
in the Preferred Stock and the Warrants involves a significant degree of risk.


            f. Governmental Review. Such Purchaser understands that no United States
federal or state agency or authority any other government or governmental
agency has passed upon or made any recommendation or endorsement of the
Preferred Stock or Warrants.


            g. Residency. Such Purchaser is a resident of the jurisdiction set forth
immediately below such Purchaser’s name on Schedule II hereto.

10








      The Company acknowledges and agrees that the Purchasers make no
representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in this Section 2.2.


ARTICLE III.


OTHER AGREEMENTS


      3.1 Transfer Restrictions; Legends.


            a. Transfer Restrictions. If any Purchaser should decide to transfer or
dispose of the Preferred Stock, the Warrants, the Conversion Shares or the
Warrant Shares held by it, such Purchaser understands and agrees that it may do
so only pursuant to an effective registration statement under the Securities
Act, to the Company or pursuant to an available exemption from the registration
requirements of the Securities Act (including Rule 144 promulgated under the
Securities Act (“Rule 144”)). The Company shall announce any material
nonpublic information that it legally is required to announce on or prior to
the Effectiveness Date (as defined in the Registration Rights Agreement) of the
registration statement filed pursuant to the Registration Rights Agreement. In
connection with any transfer or disposition of any Preferred Stock, Warrants,
Conversion Shares or Warrant Shares other than pursuant to an effective
registration statement or to the Company, the Company may require the
transferor thereof to provide to the Company a written opinion of counsel
experienced in the area of United States securities laws selected by the
transferor, the form and substance of which opinion shall be customary for
opinions of counsel in comparable transactions and reasonably acceptable to the
Company, to the effect that such transfer or disposition does not require
registration of such transferred securities under the Securities Act; provided,
however, that if the Preferred Stock, Warrants, Conversion Shares or Warrant
Shares may be sold pursuant to Rule 144(k), no written opinion of counsel shall
be required from the Purchaser if such Purchaser provides reasonable assurances
that such security can be sold pursuant to Rule 144(k). Notwithstanding the
foregoing, the Company hereby consents to and agrees to register any transfer
by any Purchaser to an Affiliate of such Purchaser, provided that the
transferee certifies to the Company that it is an “accredited investor” as
defined in Rule 501(a) under the Securities Act. Any such transferee shall
agree in writing to be bound by the terms of this Agreement and shall have the
rights of a Purchaser under this Agreement and the Transaction Documents. If a
Purchaser provides the Company with an opinion of counsel, the form and
substance of which opinion shall be customary for opinions of counsel in
comparable transactions and reasonably acceptable to the Company, to the effect
that a public sale, assignment or transfer of the Preferred Stock, the
Conversion Shares, the Warrants and the Warrant Shares may be made without
registration under the Securities Act or the Purchaser provides the Company
with reasonable assurances that the Warrants, the Conversion Shares and/or the
Warrant Shares can be sold pursuant to Rule 144(k), the Company shall permit
the transfer, and, in the case of the Conversion Shares and the Warrant Shares,
promptly instruct its transfer agent to issue one or more certificates in such
name and in such denominations as specified by such Purchase and without any
restrictive legend. Notwithstanding the foregoing or anything else contained
herein to the contrary, the Preferred Stock, the Warrants, the Conversion
Shares and the Warrant Shares may be pledged as collateral in connection with a
bona fide margin account or other lending arrangement.

11








            b. Legend. Each Purchaser agrees to the imprinting, so long as is
required by this Section 3.1(b), of the following legend on the Preferred
Stock, the Warrants, the Conversion Shares and the Warrant Shares:



		
	 	      THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION 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.



            Neither the Preferred Stock, the Warrants, the Conversion Shares nor the
Warrant Shares shall contain the legend set forth above (or any other legend)
(i) at any time while a registration statement is effective under the
Securities Act covering such security, (ii) if in the written opinion of
counsel to the Company experienced in the area of United States securities laws
such legend is not required under applicable requirements of the Securities Act
(including judicial interpretations and pronouncements issued by the staff of
the Commission) or (iii) if such Preferred Stock, Warrants, Conversion Shares
or Warrant Shares may be sold pursuant to Rule 144(k). The Company agrees that
it will provide each Purchaser, upon request, with a certificate or
certificates representing Securities, Warrants, Conversion Shares or Warrant
Shares, free from such legend at such time as such legend is no longer required
hereunder. If such certificate or certificates had previously been issued with
such a legend or any other legend, the Company shall, upon request issue such
certificate or certificates free of any legend.


      3.2 Stop Transfer Instruction. The Company may not make any notation on
its records or give instructions to any transfer agent of the Company which
enlarge the restrictions on transfer set forth in Section 3.1, except as
required by law.


      3.3 Furnishing of Information. As long as any Purchaser owns the
Preferred Stock, the Warrants, the Conversion Shares or the Warrant Shares, the
Company will cause the Common Stock to continue at all times to be registered
under Section 12 of the Exchange Act, will timely file (or obtain extensions in
respect thereof and file within the applicable grace period) all reports
required to be filed by the Company after the date hereof pursuant to Sections
13, 14 or 15(d) of the Exchange Act and will not take any action or file any
document (whether or not permitted by the Exchange Act or the rules thereunder)
to terminate or suspend such reporting and filing obligations. As long as any
Purchaser owns the Preferred Stock, the Warrants, the Conversion Shares or the
Warrant Shares, if the Company is not required to file reports pursuant to
Sections 13(a) or 15(d) of the Exchange Act, it will prepare and make publicly
available in accordance with Rule 144(c) promulgated under the Securities Act
annual and quarterly financial statements, together with a discussion and
analysis of such financial statements in form and substance substantially
similar to those that would otherwise be required to be included in reports
required by Sections 13(a) or 15(d) of the Exchange Act, as well as any other
information required thereby, in the time period that such filings would have
been required to have been made under the Exchange Act. The Company also
agrees to send the following to each Purchaser prior to

12








and during the Effectiveness Period (as defined in the Registration Rights
Agreement): (i) either electronic notice that the Company has issued a press
release or a copy of the press release and (ii) copies of any notices and other
information made available or given to the stockholders of the Company
generally, contemporaneously with the making available or giving thereof to the
stockholders. The Company further covenants that it will take such further
action as any holder of the Preferred Stock, the Warrants, the Conversion
Shares or the Warrant Shares may reasonably request at no cost to the Company,
all to the extent required from time to time to enable such Person to sell the
Preferred Stock, the Warrants, the Conversion Shares, or the Warrant Shares
without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144 promulgated under the Securities Act, including
delivering the legal opinion referenced above in Section 3.1(a). Upon the
request of any such Person, the Company shall deliver to such Person a written
certification of a duly authorized officer as to whether it has complied with
such requirements.


      3.4 Blue Sky Laws. In accordance with the Registration Rights Agreement,
the Company shall (a) qualify the Conversion Shares and the Warrant Shares
under the securities or “blue sky” laws of such jurisdictions as the Purchasers
may request (or obtain an exemption from such qualification), (b) shall provide
evidence of any such action so taken to each Purchaser on or prior to the
Closing Date and (c) shall continue such qualification at all times through the
resale of all Conversion Shares or Warrant Shares, but in any event not past
the third anniversary of the Closing Date.


      3.5 Integration. Other than in connection with the Additional Investment,
the Company shall not sell, offer for sale or solicit offers to buy or
otherwise negotiate in respect of any security (as defined in Section 2 of the
Securities Act) that would be integrated with the offer or sale of the
Preferred Stock, the Warrants, the Conversion Shares or the Warrant Shares in a
manner that would require the registration under the Securities Act of the sale
of the Preferred Stock, the Warrants, the Conversion Shares or the Warrant
Shares to any Purchaser or cause the offering of such securities to be
integrated with any other offering of securities by the Company for the purpose
of any stockholder approval provision applicable to the Company or its
securities.


      3.6 Listing, Registration and Reservation of Conversion Shares and Warrant
Shares.


            a. The Company shall (i) not later than five (5) business days after the
closing date of the Additional Investment or August 5, 2001, whichever is
earlier, prepare and file with AMEX (as well as any other national securities
exchange or market on which the Common Stock is then listed, traded or quoted)
additional shares listing applications or letters acceptable to AMEX covering
and listing a number of shares of Common Stock which is at least equal to the
maximum number of Underlying Shares then issuable, assuming that the payment of
all future dividends on such shares then outstanding were made in shares of
Common Stock and assuming the maximum adjustment to the Initial Conversion
Price in Section 5(a)(i) of the Certificate of Designation, without regard to
any limitation on the Holder’s ability to convert the Preferred Stock or
exercise the Warrants, (ii) take all steps necessary to cause the Underlying
Shares to be approved for listing or quotation on AMEX (as well as any other
national securities exchange or market on which the Common Stock is then
listed, traded or quoted) as soon as possible thereafter, (iii) use its
reasonable efforts to maintain, so long as any other shares of Common

13








Stock shall be so listed, such listing of all such Underlying Shares on
AMEX (as well as on any other national securities exchange or market on which
the Common Stock is then listed, traded or quoted), and (iv) provide to the
Purchasers evidence of such listing. Neither the Company nor any of its
Subsidiaries shall take any action that may result in the delisting or
suspension of the Common Stock on AMEX. The Company shall promptly provide to
each Purchaser copies of any notices it receives from AMEX regarding the
continued eligibility of the Common Stock for listing, so long as such notice
does not include material, nonpublic information. The Company shall pay all
fees and expenses in connection with satisfying its obligations under this
Section 3.6(a).


            b. The Company at all times shall reserve a sufficient number of shares of
its authorized but unissued Common Stock to provide for the full conversion of
the outstanding Preferred Stock (including the payment of all dividends
thereon) and exercise of the outstanding Warrants. If at any time the number
of shares of Common Stock authorized and reserved for issuance is insufficient
to cover the number of Conversion Shares and Warrant Shares issued and issuable
upon conversion of the Preferred Stock and exercise of the Warrants (based on
the Conversion Price (as defined in the Certificate of Designation) of the
Preferred Stock in effect from time to time and the Exercise Price (as defined
in the Warrants) of the Warrants in effect from time to time) without regard to
any limitation on conversions or exercises, the Company will promptly take all
corporate action necessary to authorize and reserve 100% of the maximum number
of Underlying Shares then issuable, assuming that the payment of all future
dividends on such shares then outstanding were made in shares of Common Stock
and assuming the maximum adjustment to the Initial Conversion Price in Section
5(a)(i) of the Certificate of Designation, without regard to any limitation on
the Holder’s ability to convert the Preferred Stock or exercise the Warrants,
including, without limitation, calling a special meeting of stockholders to
authorize additional shares to meet the Company’s obligations under this
Section 3.6(b), in the case of an insufficient number of authorized shares, and
using its reasonable efforts to obtain stockholder approval of an increase in
such authorized number of shares.


      3.7 Notice of Breaches; and Violations; Purchaser Default.


            a. Notice of Breach. The Company and each Purchaser shall give prompt
written notice to the each other of any material breach by it of any
representation, warranty or other agreement contained in this Agreement or in
the Transaction Documents, as well as any events or occurrences arising after
the date hereof and prior to the Closing Date, which would reasonably be likely
to cause any representation or warranty or other agreement of such party, as
the case may be, contained herein to be incorrect or breached as of the Closing
Date, provided such notice will not constitute material nonpublic information.
However, no disclosure by any party pursuant to this Section 3.7 shall be
deemed to cure any breach of any representation, warranty or other agreement
contained herein or in the Transaction Documents.


            b. Notice of Violation. Notwithstanding the generality of Section 3.7(a),
the Company shall promptly notify (provided such notification will not
constitute material nonpublic information) each Purchaser of any notice or
claim (written or oral) that it receives from any lender of the Company or any
of its Subsidiaries to the effect that the consummation of the transactions
contemplated hereby and by the Transaction Documents violates or would violate
any written agreement or understanding between such lender and the Company or
any of its

14








Subsidiaries, and the Company shall promptly furnish by facsimile to the
Purchasers a copy of any written statement in support of or relating to such
claim or notice.


            c. Purchaser Default. The default by any Purchaser of any of its
obligations, representations or warranties under this Agreement or the
Transaction Documents shall not be imputed to, and shall have no effect upon,
any other Purchaser or affect the Company’s obligations under this Agreement or
any Transaction Document to any non-defaulting Purchaser.


      3.8 Form D. The Company agrees to file a Form D with respect to the
Preferred Stock and the Warrants as required by Rule 506 under Regulation D
under the Securities Act and to provide a copy thereof to each Purchaser
promptly after such filing.


      3.9 Future Financings.


            a. During the ninety (90) days following the date of the Closing (the
“Financing Restriction Period”), the Company shall not issue any privately
placed discounted, variable priced or re-setting equity or equity-like
securities, including debt securities with an equity feature, except in
connection with the Additional Investment or in connection with a transaction
issuing additional securities to the Purchasers.


            b. After the Financing Restriction Period, except for (i) the issuance of
the Underlying Shares, (ii) shares of Common Stock deemed to have been issued
by the Company in connection with any plan which has been approved by the Board
of Directors of the Company prior to the date hereof, pursuant to which the
Company’s securities may be issued to any employee, officer, director or
consultant of the Company, (iii) shares of Common Stock issuable upon the
exercise of any options or warrants outstanding on the date hereof and listed
on Schedule 2.1(c) (iv) securities to be issued in transactions set forth on
Schedule 2.1(c) or (v) additional securities to be issued in connection with a
transaction with the Purchasers, if the Company agrees to issue shares of
Common Stock or other securities convertible into or exchangeable or
exercisable for Common Stock (the “New Security”) within six (6) months of the
Effectiveness Date (as defined in the Registration Rights Agreement), on the
date of such issuance or sale (a “Future Financing”), the Company shall provide
to the Purchasers by 5:00 p.m. (New York time) on or before the third (3rd)
Trading Day (as defined below) after the decision to issue the New Security has
been made, written notice of the Future Financing containing in reasonable
detail (x) the proposed terms of the Future Financing, (y) the amount of the
proceeds that will be raised and (z) the Person with whom such Future Financing
shall be effected, and attached to which shall be a term sheet or similar
document relating thereto (the “Future Financing Notice”). Upon receiving the
Future Financing Notice, each Purchaser shall have the right to purchase, on
the same terms as the Future Financing, an amount of New Securities having a
purchase price which shall not exceed the sum of (1) the aggregate purchase
price of the Preferred Stock purchased by such Purchaser and (2) the aggregate
purchase price of the Warrants purchased by such Purchaser. In the event a
Purchaser desires to exercise the right granted under this Section 3.9, such
Purchaser must notify the Company on or prior to the fifth (5th)Trading Day
after such Purchaser has received the Future Financing Notice. In the event
the terms and conditions of a proposed Future Financing are amended in any
respect after delivery of the Future Financing Notice but prior to the closing
of the proposed Future Financing to which such Future Financing Notice relates,
the Company shall deliver a new notice to each Purchaser

15








describing the amended terms and conditions of the proposed Future
Financing and each Purchaser thereafter shall have an option during the five
(5) Trading Days following delivery of such new notice to purchase its share of
the New Securities being offered on the same terms as contemplated by such
proposed Future Financing, as amended. The foregoing sentence shall apply to
successive amendments to the terms and conditions of any proposed Future
Financing. In the event one or more Purchasers elect not to exercise their
rights granted hereby, the Company shall permit those Purchasers electing to
exercise the right granted under this Section 3.9 to purchase, on a pro rata
basis equal to its percentage ownership of the then outstanding Preferred
Stock, the number of New Securities that the non-participating Purchaser(s)
would have been eligible to purchase, if they had exercised their right
hereunder. Those Purchasers desiring to purchase New Securities must notify
the Company of their intention to do so within five (5) Trading Days after the
Company has informed the Purchasers of their right to purchase New Securities.
Within five (5) Trading Days of the closing of the Future Financing, the
transactions contemplated by this Section 3.9 shall close, subject to the
completion of mutually satisfactory documentation, and the Company shall tender
to each Purchaser certificates representing the New Securities that it agreed
to purchase and the Purchasers shall make payment for the entire purchase price
in immediately available funds at the closing of such sale. As used herein,
“Trading Day” shall mean a day on which the AMEX (or in the event the Common
Stock is not quoted on AMEX, such other securities market on which the Common
Stock is listed, traded or quoted) is open for trading.


      3.10 Use of Proceeds. The Company shall use the proceeds from the sale of
the Preferred Stock and the exercise of the Warrants for research and
development and general corporate purposes in the biotechnology industry.


      3.11 Transactions with Affiliates. So long as any Preferred Stock or
Warrants are outstanding, the Company shall not, and shall cause each of its
Subsidiaries not to, enter into, amend, modify or supplement, or permit any of
its Subsidiaries to enter into, amend, modify or supplement, any agreement,
transaction, commitment or arrangement with any of its or any of its
Subsidiaries’ officers, directors or persons who were officers or directors at
any time during the previous two (2) years, stockholders who beneficially own
10% or more of the Common Stock, or Affiliates or any individual related by
blood, marriage or adoption to any such individual or with any Person in which
any such Person owns a 10% or more beneficial interest (each, a “Related
Party”), except for (a) customary employment arrangements and benefit programs
approved by the Board, (b) any agreement, transaction, commitment or
arrangement on an arm’s length basis on terms no less favorable than terms
which would have been obtainable from a Person other than such Related Party,
(c) any agreement, transaction, commitment or arrangement which is approved by
a majority of the disinterested directors of the Company, or (d) any transfer
of assets to a wholly-owned subsidiary. For purposes hereof, any director who
is also an officer of the Company or any of its Subsidiaries of the Company
shall not be a disinterested director with respect to any such agreement,
transaction, commitment or arrangement. “Affiliate” for purposes of this
Agreement means, with respect to any Person, another Person that, directly or
indirectly, (i) controls that Person, (ii) is controlled by that Person or
(iii) is under common control with that Person. “Control” for purposes of this
Agreement, when used with respect to any Person, means the possession, direct
or indirect, of the power to cause the direction of the management and policies
of such Person, whether through the

16








ownership of voting securities, by contract or otherwise; and the terms
“affiliated”, “controlling” and “controlled” have meanings correlative to the
foregoing.


      3.12 Transfer Agent Instructions. At the Closing the Company shall issue
irrevocable instructions to its transfer agent (and shall issue to any
subsequent transfer agent as required), to issue certificates, registered in
the name of each such Purchaser or its respective nominee(s), for the
Conversion Shares and/or the Warrant Shares (the “Irrevocable Transfer Agent
Instructions”). So long as required pursuant to Section 3.1(b), all such
certificates shall bear the restrictive legend specified in Section 3.1(b) of
this Agreement. The Company warrants that no instruction other than the
Irrevocable Transfer Agent Instructions referred to in this Section 3.12, and
stop transfer instructions to give effect to Section 3.1 hereof (in the case of
the Conversion Shares and the Warrant Shares, prior to registration of the
Conversion Shares and the Warrant Shares under the Securities Act) will be
given by the Company to its transfer agent (except as required by law) and that
the Preferred Stock, the Warrants, the Conversion Shares and the Warrant Shares
shall otherwise be freely transferable on the books and records of the Company
as and to the extent provided in this Agreement and the Transaction Documents.
If a Purchaser provides the Company with an opinion of counsel, the form and
substance of which opinion shall be customary for opinions of counsel in
comparable transactions and reasonably acceptable to the Company, to the effect
that a public sale, assignment or transfer of the Preferred Stock, the
Conversion Shares, the Warrants and/or the Warrant Shares may be made without
registration under the Securities Act or the Purchaser provides the Company
with reasonable assurances that the Preferred Stock, the Warrants, the
Conversion Shares and/or the Warrant Shares can be sold pursuant to Rule
144(k), the Company shall permit the transfer, and, in the case of the
Conversion Shares and the Warrant Shares, promptly instruct its transfer agent
to issue one or more certificates in such name and in such denominations as
specified by such Purchaser and without any restrictive legend.


      3.13 Ordinary Course Brokerage and Trading. Subject to compliance with
all applicable securities laws and AMEX regulations, no Purchaser shall be
prohibited from engaging in its ordinary course brokerage and trading
activities in respect of the Company’s Common Stock.


      3.14 Reasonable Efforts. Each of the parties hereto shall use its
reasonable efforts to satisfy each of the conditions to be satisfied by it as
provided in Article IV of this Agreement.


      3.15 Corporate Existence. Until such time as all of the Purchasers
provide the Company with written notice that they do not beneficially own any
Preferred Stock or Warrants, the Company shall maintain its corporate existence
and shall not sell all or substantially all of the Company’s assets, except in
the event of a merger or consolidation or sale of all or substantially all of
the Company’s assets, where the surviving or successor Person in such
transaction assumes the Company’s obligations hereunder and under the
agreements and instruments entered into in connection herewith.


      3.16 No Violation of Applicable Law. Notwithstanding any provision of
this Agreement to the contrary, if the redemption of Preferred Stock otherwise
required under this Agreement, the Certificate of Designation or any other
Transaction Document would be prohibited by the relevant provisions of the
Delaware General Corporation Law, such

17








redemption shall be effected as soon as it is permitted under such law;
provided, however, that from the fifth (5th) day after such redemption notice
until such redemption price is paid in full, interest on any such unpaid amount
shall accrue and be payable at the rate of 1% per month in accordance with the
Certificate of Designation.


ARTICLE IV.


CONDITIONS


      4.1 Closing Conditions.


            a. Conditions Precedent to the Obligation of the Company to Sell. The
obligation of the Company to sell the Preferred Stock and the Warrants
hereunder is subject to the satisfaction or waiver (with prior written notice
to each Purchaser) by the Company, at or before the Closing, of each of the
following conditions:


                  (i) Accuracy of the Purchasers’ Representations and Warranties. The
representations and warranties of each Purchaser set forth in this Agreement
shall be true and correct in all material respects (except for representations
and warranties that speak as of a specific date) as of the Closing Date;


                  (ii) Performance by the Purchasers. Each Purchaser shall have performed,
satisfied and complied in all material respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or
complied with by such Purchaser at or prior to the Closing; and


                  (iii) No Injunction. No statute, rule, regulation, executive order,
decree, ruling or injunction shall have been enacted, entered, promulgated,
endorsed or threatened or is pending by or before any court or governmental
authority of competent jurisdiction which prohibits or threatens to prohibit
the consummation of any of the transactions contemplated by this Agreement and
the Transaction Documents.


            b. Conditions Precedent to the Obligation of the Purchasers to Purchase
the Preferred Stock and Warrants. The obligation of each Purchaser hereunder
to acquire and pay for the Preferred Stock and Warrants is subject to the
satisfaction or waiver (with prior written notice to the Company and each other
Purchaser) by such Purchaser, at or before the Closing, of each of the
following conditions:


                  (i) Accuracy of the Company’s Representations and Warranties. The
representations and warranties of the Company set forth in this Agreement and
in the Registration Rights Agreement shall be true and correct in all material
respects (except for representations and warranties that speak as of a specific
date) as of the Closing Date;


                  (ii) Performance by the Company. The Company shall have performed,
satisfied and complied in all respects with all covenants, agreements and
conditions required by this Agreement and the Transaction Documents to be
performed, satisfied or complied with by the Company at or prior to the
Closing;

18








                  (iii) No Injunction. No statute, rule, regulation, executive order,
decree, ruling or injunction shall have been enacted, entered, promulgated,
endorsed or threatened or is pending by or before any court or governmental
authority of competent jurisdiction which prohibits or threatens to prohibit
the consummation of any of the transactions contemplated by this Agreement and
the Transaction Documents;


                  (iv) No Suspensions of Trading in Common Stock. The trading in the Common
Stock shall not have been suspended by the Commission or on AMEX (except for
any suspension of trading of limited duration solely to permit dissemination of
material information regarding the Company);


                  (v) Listing of Common Stock. The Common Stock, on the Closing Date, shall
be listed for trading on AMEX;


                  (vi) [Intentionally Omitted];


                  (vii) Shares of Common Stock. The Company shall have duly reserved the
number of Underlying Shares required by this Agreement and the Transaction
Documents to be reserved for issuance upon conversion of the Preferred Stock
and the exercise of the Warrants;


                  (viii) Adverse Changes. As of the Closing Date, no event, liability,
development or circumstance has occurred or exists, or is contemplated to
occur, with respect to the Company or its Subsidiaries or their respective
businesses, properties, operations or financial condition or, insofar as can
reasonably be foreseen, prospects, that would be required to be disclosed by
the Company under applicable securities laws on a registration statement
(including by way of incorporation by reference) filed with the Commission,
relating to an issuance and sale by the Company of its Common Stock and which
has not been publicly disclosed;


                  (ix) Litigation. No action, proceeding or litigation shall have been
instituted or threatened against the Company which could reasonably be expected
to, individually or in the aggregate, have a Material Adverse Effect;


                  (x) [Intentionally Omitted];


                  (xi) Transfer Agent Instructions. The Irrevocable Transfer Agent
Instructions, in a form acceptable to the Purchasers, shall have been delivered
to the Company’s transfer agent with a copy forwarded to each Purchaser; and


                  (xii) Resolutions. The Board of Directors of the Company shall have
adopted resolutions consistent with Section 2.1(b) and in a form reasonably
acceptable to each Purchaser (the “Resolutions”).


            c. Documents and Certificates. At the Closing, the Company shall have
delivered to the Purchasers the following in form and substance reasonably
satisfactory to the Purchasers:

19








                  (i) Opinion. An opinion of the Company’s legal counsel in the form
attached hereto as Exhibit D dated as of the Closing Date;


                  (ii) Security. A Security(ies) representing the Preferred Stock purchased
by each Purchaser as set forth next to such Purchaser’s name on Schedule I,
registered in the name of such Purchaser, with a Conversion Price equal to
$2.00, each in form satisfactory to the Purchaser;


                  (iii) Warrant. Class E Warrants and Class F Warrants substantially in the
form of Exhibits B-1 and B-2 hereto, with the Exercise Price equal to $2.50,
with regard to the Class E Warrants and $3.00, with regard to the Class F
Warrants, representing the Warrants being purchased by each Purchaser as set
forth next to such Purchaser’s name on Schedule I, registered in the name of
such Purchaser;


                  (iv) Registration Rights. The Company shall have executed and delivered
the Registration Rights Agreement, substantially in the form of Exhibit C
hereto;


                  (v) Officer’s Certificate. An Officer’s Certificate dated the Closing
Date and signed by an executive officer of the Company confirming the
compliance by the Company with the conditions precedent set forth in this
Section 4.1 as of the Closing Date;


                  (vi) Secretary’s Certificate. A Secretary’s Certificate dated the Closing
Date and signed by the Secretary or Assistant Secretary of the Company
certifying (A) either (1) that attached thereto are true and complete copies of
the Certificate of Incorporation and Bylaws, as in effect on the Closing Date
or (2) that such true and complete copies of the Certificate of Incorporation
and Bylaws, as in effect on the Closing Date have previously been filed with
the Commission and (B) that attached thereto is a true and complete copy of the
Resolutions duly adopted by the Board of Directors of the Company authorizing
the execution, delivery and performance of this Agreement and of the
Transaction Documents, and that such Resolutions have not been modified,
rescinded or revoked;


                  (vii) Certificates of Incorporation. The Company shall have delivered to
each of the Purchasers a copy of a certificate evidencing the incorporation and
good standing of the Company in the State of Delaware issued by the Secretary
of State of the State of Delaware as of a date within ten (10) days of the
Closing Date. The Company shall have delivered to each of the Purchasers a
copy of its Certificate of Incorporation as certified by the Secretary of State
of the State of Delaware within ten (10) days of the Closing Date;


                  (viii) Certificates of Designation. The Certificate of Designation shall
have been duly approved by the Company’s Board of Directors and filed with the
Secretary of State of Delaware, and the Company shall have delivered a copy
thereof to the Purchasers certified as filed by the office of the Secretary of
State of Delaware.


                  (ix) Lockup Letters. Each of the directors and executive officers of the
Company shall have delivered to the Purchasers a letter in the form of Exhibit
E hereto pursuant to which he or she agrees not to offer or sell more than 5%
of their aggregate ownership of Common Stock from the Closing Date until six
months following the Effectiveness Date; and

20








                  (x) Other Documents. The Company shall have delivered to each Purchaser
such other documents relating to the transactions contemplated by this
Agreement and the Transaction Documents as the Purchasers or their counsel may
reasonably request.


ARTICLE V.


INDEMNIFICATION


      5.1 Indemnification.


            a. Except to the extent that matters which could be covered by this
Article V are covered by Section 5 of the Registration Rights Agreement, in
consideration of the Purchasers’ execution and delivery of this Agreement and
the Transaction Documents and acquiring the Preferred Stock, the Conversion
Shares, the Warrants and the Warrant Shares hereunder and thereunder and in
addition to all of the Company’s other obligations under this Agreement and the
Transaction Documents, the Company shall defend, protect, indemnify and hold
harmless each Purchaser, its present Affiliates and their successors and
assigns (in accordance with the provisions of Section 6.6 hereof), and all of
their stockholders, officers, directors and employees (collectively, the
“Indemnitees”) from and against any and all actions, causes of action, suits,
claims, losses, proceedings, costs, penalties, fees (including reasonable legal
fees and expenses), liabilities and damages, and expenses in connection
therewith (irrespective of whether any such Indemnitee is a party to the action
for which indemnification hereunder is sought), and including interest,
penalties and attorneys’ fees, expenses and disbursements (the “Indemnified
Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or
relating to (a) any misrepresentation or breach of any representation or
warranty made by the Company in this Agreement or in any of the Transaction
Documents, or in any other certificate, instrument or document contemplated
hereby or thereby, (b) any breach of any covenant, agreement or obligation of
the Company contained in this Agreement or any of the Transaction Documents, or
any other certificate, instrument or document contemplated hereby or thereby,
or (c) any cause of action, suit or claim brought or made or threatened, other
than by the Company, against such Indemnitee and arising out of or resulting
from (i) the execution, delivery, performance or enforcement of this Agreement
or the Transaction Documents, (ii) any transaction financed or to be financed
in whole or in part, directly or indirectly, with the proceeds of the issuance
of the Preferred Stock or the Warrants or (iii) solely the status of such
Purchasers or holder of the Preferred Stock, the Conversion Shares, the
Warrants or the Warrant Shares as an investor in the Company. The
indemnification obligations of the Company under this paragraph shall be in
addition to any liability which the Company may otherwise have. The Company
also agrees that neither the Purchasers nor any Affiliates, partners,
directors, agents, employees or controlling Persons of the Purchaser shall have
any liability to the Company or any Person asserting claims on behalf of or in
the right of the Company in connection with or as a result of the consummation
of this Agreement or any of the Transaction Documents except to the extent that
any losses, claims, damages, liabilities or expenses incurred by the Company
result from the negligence or willful misconduct of such Purchaser or Person.
To the extent that the foregoing undertakings by the Company may be
unenforceable for any reason, the Company shall make the maximum contribution
to the payment and satisfaction of each of the Indemnified Liabilities which is
permissible under applicable law.

21








            b. All fees and expenses (including reasonable fees and expenses to the
extent incurred in connection with investigating or preparing to defend such
Proceeding in a manner not inconsistent with this Section) of the Indemnitees
shall be paid to the Indemnitees as incurred, within ten (10) business days of
written notice thereof to the Company, which notice shall be delivered no more
frequently than on a monthly basis; provided, that the Indemnitee shall
reimburse the Company for any and all such fees and expenses to the extent it
is finally judicially determined that such Indemnitee is not entitled to
indemnification hereunder.


ARTICLE VI.


MISCELLANEOUS


      6.1 Entire Agreement. This Agreement, together with the Exhibits and
Schedules hereto and the Transaction Documents, contains the entire
understanding of the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, oral or written, with
respect to such matters.


      6.2 Notices. Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this Agreement shall be in
writing and shall be deemed to have been delivered (a) upon receipt, when
delivered personally; (b) upon receipt, when sent by facsimile, provided
confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party (if received by 5:30 p.m. EST where such
notice is received) or the first business day following such delivery (if
received on or after 5:30 p.m. EST where such notice is received); or (c) two
business days after deposit with a nationally recognized overnight courier, in
each case properly addressed to the party to receive the same. The addresses
and facsimile numbers for such communications shall be:



                  If to the Company:




                                    Antex Biologics Inc.

                                    300 Professional Drive

                                    Gaithersburg, Maryland 20879

                                    Telephone: (301) 590-0129

                                    Facsimile: (301) 590-1252

                                    Attention: V.M. Esposito, Chairman and CEO




                  With a copy to:




                                    Covington & Burling

                                    1201 Pennsylvania Avenue, N.W.

                                    Washington, D.C. 20004

                                    Telephone: (202) 662-6000

                                    Facsimile: (202) 662-6291

                                    Attention: D. Michael Lefever, Esq.




22










                  If to the Transfer Agent:




                                    American Stock Transfer and Trust Company

                                    40 Wall Street

                                    New York, New York 10005

                                    Telephone: (718) 921-8293

                                    Facsimile: (718) 921-8334

                                    Attention: Isaac Freilich




                  If to Xmark Fund, Ltd. or Xmark Fund, L.P. to:




                                    Brown Simpson Asset Management, LLC

                                    152 West 57th Street, 21st Floor

                                    New York, New York 10029

                                    Telephone: (212) 247-8200

                                    Facsimile: (212) 247-1329

                                    Attention: Peter Greene




                  With a copy, in the case of Notice to Xmark Fund, Ltd. or Xmark Fund, L.P., to:




                                    Akin, Gump, Strauss, Hauer & Feld, L.L.P.

                                    590 Madison Avenue

                                    New York, New York 10022

                                    Telephone: (212) 872-1000

                                    Facsimile: (212) 872-1002

                                    Attention: James Kaye




                  If to S.A.C. Capital Associates, LLC to:




                                    S.A.C. Capital Advisors, LLC

                                    777 Long Ridge Road

                                    Stamford, Connecticut 06902

                                    Telephone: (203) 614-2000

                                    Facsimile: (203) 614-2393

                                    Attention: Peter Nussbaum




                  If to SDS Merchant Fund, LP to:




                                    One Sound Drive, Second Floor

                                    Greenwich, Connecticut 06830

                                    Telephone: (203) 629-8400

                                    Facsimile: (203) 629-0345

                                    Attention: Steve Derby




23










                  If to OTATO, L.P. to:




                                    OTA Limited Partnership

                                    1 Manhattanville Road

                                    Purchase, New York 10577

                                    Telephone: (914) 694-5857

                                    Facsimile: (914) 694-6342

                                    Attention: Vinny DiGeso



Each party shall provide written notice to the other party of any change in
address or facsimile number in accordance with the provisions hereof.


      6.3 Amendments; Waivers. No provision of this Agreement may be waived or
amended except in a written instrument signed, in the case of an amendment, by
both the Company and each of the Purchasers or, in the case of a waiver, by the
party against whom enforcement of any such waiver is sought. No waiver of any
default with respect to any provision, condition or requirement of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver
of any other provision, condition or requirement hereof, nor shall any delay or
omission of any party to exercise any right hereunder in any manner impair the
exercise of any such right accruing to it thereafter. Notwithstanding the
foregoing, no such amendment shall be effective to the extent that it applies
to less than all of the holders of the Preferred Stock outstanding. The
Company shall not offer or pay any consideration to a Purchaser for consenting
to such an amendment or waiver unless the same consideration is offered to each
Purchaser and the same consideration is paid to each Purchaser which consents
to such amendment or waiver.


      6.4 Titles Headings. The titles and headings herein are for convenience
only, do not constitute a part of this Agreement and shall not be deemed to
limit or affect any of the provisions hereof.


      6.5 References. References herein to Articles or Sections are to Articles
or Sections of this Agreement, unless otherwise expressly provided.


      6.6 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties and their successors and permitted assigns.
The Company may not assign this Agreement or any rights or obligations
hereunder without the prior written consent of each of the Purchasers. The
Purchasers may assign this Agreement or any rights or obligations hereunder
without the prior written consent of the Company; provided that any assignees
must make the representations and warranties set forth in Section 2.2 and
otherwise comply with the terms of this Agreement otherwise applicable to its
assignor. This provision shall not limit a Purchaser’s right to transfer
securities in accordance with all of the terms of this Agreement or the
Transaction Documents.


      6.7 No Third-Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other Person.

24








      6.8 Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of New York without
regard to the principles of conflicts of law thereof. Each party hereby
irrevocably submits to the nonexclusive jurisdiction of the state and federal
courts sitting in the City of New York, Borough of Manhattan, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, or
that such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY
TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH
OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN.


      6.9 Survival. The representations and warranties of the Company and the
Purchasers contained in Sections 2.1 and 2.2, the agreements and covenants set
forth in Article III, and the indemnification provisions set forth in Article
V, shall survive the Closing and any conversion of the Preferred Stock or
exercise of the Warrants regardless of any investigation made by or on behalf
of the such Purchaser or by or on behalf of the Company. In the case of
representations and warranties contained in Sections 2.1, such survival shall
be limited to a period of three (3) years following the Closing Date, except
that Sections 2.1 (a), (b), (c), (d), (e), (f) and (j), shall survive for a
period of five (5) years following the Closing Date. In the case of
representations and warranties contained in Sections 2.2, such survival shall
be limited to a period of five (5) years following the Closing Date. This
Section shall have no effect on the survival of the indemnification provisions
of the Registration Rights Agreement.


      6.10 Counterparts. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other parties, it being understood that the
parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile
signature page were an original thereof.


      6.11 Publicity. The Company and the Purchasers shall consult with each
other in issuing any press releases or otherwise making public statements with
respect to the transactions contemplated hereby and no party shall issue any
such press release or otherwise make any such public statement without the
prior written consent of the other parties which consent shall not be
unreasonably withheld or delayed, except that no prior consent shall be
required if such disclosure is required by law, in which such case the
disclosing parties shall provide the other party with prior notice of such
public statement. The Company shall not publicly or otherwise disclose the
names of any of the Purchasers without each such Purchaser’s prior written
consent. The Purchasers and their affiliated companies shall, without further
cost or consent, have the

25








right to use the Company’s logo and trademarks and all or parts of the
Company’s press releases that focus on the transaction contemplated hereby
forming the subject matter of this Agreement or which make reference to the
transaction contemplated hereby in their materials which are provided to their
existing investors or potential investors or used on the restricted access
portions of their website, provided that, in connection with such use, the
Purchasers will not represent themselves as agents of the Company. The
Purchasers understand that this grant by the Company only waives objections
that the Company might have to the use of such materials by the Purchasers and
in no way constitutes a representation by the Company that references in such
materials to the activities of third-parties have been cleared or constitute a
fair use.


      6.12 Severability. In case any one or more of the provisions of this
Agreement shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall
not in any way be affected or impaired thereby and the parties will attempt to
agree upon a valid and enforceable provision which shall be a reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute
provision in this Agreement.


      6.13 Remedies. In addition to being entitled to exercise all rights
provided herein or granted by law or in equity, including recovery of damages,
the Purchasers will be entitled to seek an injunction or injunctions to prevent
breaches by the Company of the provisions of this Agreement and to seek to
enforce specifically this Agreement and its terms and provisions in any action
instituted in any court of the United States or any state thereof having
jurisdiction over the parties and the matter.


      6.14 Independent Nature of Purchasers’ Obligations and Rights. The
obligations of each Purchaser hereunder are several and not joint with the
obligations of the other Purchaser hereunder, and no Purchaser shall be
responsible in any way for the performance of the obligations of any other
Purchaser hereunder. Nothing contained herein or in any other agreement or
document delivered at any closing, and no action taken by any Purchaser
pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a
partnership, an association, a joint venture or any other kind of Person, or
create a presumption that the Purchasers are in any way acting in concert with
respect to such obligations or the transactions contemplated by this Agreement.
Each Purchaser shall be entitled to protect and enforce its rights, including
without limitation the rights arising out of this Agreement or out of the
Transaction Documents, and it shall not be necessary for any other Purchaser to
be joined as an additional party in any proceeding for such purpose.


      6.15 Further Assurances. Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
the other parties may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.


[Signature Page Follows]


26









      IN WITNESS WHEREOF, the parties hereto have caused this Securities
Purchase Agreement to be duly executed by their respective authorized persons
as of the date first indicated above.



Company:




ANTEX BIOLOGICS INC.




	 	 	 
	By:		
/s/ V. M. Esposito
	
	
	
	

			
V. M. Esposito

Chairman and Chief Executive Officer




Purchasers:




XMARK FUND, LTD.




	 	 	 
	By:


By:		
Brown Simpson Asset Management, LLC, its Investment Manager


/s/ Peter D. Greene

Name: Peter D. Greene

Title: Managing Principal




XMARK FUND, L.P.




	 	 	 
	By:


By:		
Brown Simpson Capital, LLC, its General Partner


/s/ Peter D. Greene

Name: Peter D. Greene

Title: Managing Principal




S.A.C. CAPITAL ASSOCIATES, LLC




	 	 	 
	By: S.A.C. Capital Advisors, LLC
	By:		
/s/ Peter Nussbaum

Name: Peter Nussbaum

Title: General Counsel




SDS MERCHANT FUND, LP




	 	 	 
	By:		
/s/ Steve Derby

Name: Steve Derby

Title: Managing Member



1








OTATO, L.P.




	 	 	 
	By:		
/s/ James W. Santori

Name: James W. Santori

Title: CFO




2









Schedule I



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
			Shares of		Class E		Class F
	Purchaser	Preferred Stock	Warrants		Warrants		Purchase Price
	Xmark Fund, L.P.			277.125				69,281				34,641			$	277,125	
	
	
	
	

	Xmark Fund, Ltd.			472.875				118,219				59,109			$	472,875	
	
	
	
	

	S.A.C. Capital Associates, LLC			1,250				312,500				156,250			$	1,250,000	
	
	
	
	

	SDS Merchant Fund, LP			750				187,500				93,750			$	750,000	
	
	
	
	

	OTATO, L.P.			250				62,500				31,250			$	250,000	



 







Schedule II



	 	 	 
	Name of Purchaser		
Address
	 
	Xmark Fund, Ltd.		
152 West 57th Street, 21st Floor
	
	
	
	

			
New York, New York 10019
	
	
	
	

			
Attn: Peter Greene
	
	
	
	

			
Fax: (212) 247-1329
	
	
	
	

			
Residence: Grand Cayman, Cayman Islands
	 
	Xmark Fund, L.P.		
152 West 57th Street, 21st Floor
	
	
	
	

			
New York, New York 10019
	
	
	
	

			
Attn: Peter Greene
	
	
	
	

			
Fax: (212) 247-1329
	
	
	
	

			
Residence: New York, New York
	 
	S.A.C. Capital Associates, LLC		
777 Long Ridge Road
	
	
	
	

			
Stamford, Connecticut 06902
	
	
	
	

			
Attention: Peter Nussbaum
	
	
	
	

			
Fax: (203) 614-2393
	
	
	
	

			
Residence: Anguilla
	 
	SDS Merchant Fund, LP		
One Sound Drive, Second Floor
	
	
	
	

			
Greenwich, Connecticut 06830
	
	
	
	

			
Attention: Steve Derby
	
	
	
	

			
Fax: (203) 629-0345
	
	
	
	

			
Residence: Connecticut
	 
	OTATO, L.P.		
c/o OTA Limited Partnership
	
	
	
	

			
1 Manhattanville Road
	
	
	
	

			
Purchase, New York 10577
	
	
	
	

			
Attention: Vinny DiGeso
	
	
	
	

			
Fax: (914) 694-6342
	
	
	
	

			
Residence: New York




1









Exhibit A



[Form of Certificate of Designation]




 









Exhibit B-1



[Form of Class E Warrant]




1









Exhibit B-2



[Form of Class F Warrant]




 









Exhibit C



[Registration Rights Agreement]




1









Exhibit D



[Company’s Legal Opinion]




 









Exhibit E



[Form of Lockup Letter]



1