SECURITIES
      PURCHASE AGREEMENT

     

    This
      Securities Purchase Agreement (this “Agreement”)
      is
      dated as of September 29, 2008 by and among Micromet, Inc., a Delaware
      corporation (the “Company”),
      and
      each purchaser identified on the signature pages hereto (each, including its
      successors and assigns, a “Purchaser”
and
      collectively, the “Purchasers”).

     

    RECITALS

     

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

    


    B. Each
      Purchaser, severally and not jointly, wishes to purchase, and the Company wishes
      to sell, upon the terms and conditions stated in this Agreement, (i) that
      aggregate number of shares of the common stock, par value $0.00004 per share
      (the “Common
      Stock”),
      of
      the Company, set forth below such Purchaser’s name on the signature page of this
      Agreement (which aggregate amount for all Purchasers together shall be 9,411,948
      shares of Common Stock and shall be collectively referred to herein as the
      “Shares”)
      and
      (ii) warrants, in substantially the form attached hereto as Exhibit
      A
      (the
“Warrants”),
      to
      acquire up to that number of additional shares of Common Stock equal to 30%
      of
      the number of Shares purchased by such Purchaser (rounded up to the nearest
      whole share) (the shares of Common Stock issuable upon exercise of or otherwise
      pursuant to the Warrants collectively are referred to herein as the
“Warrant
      Shares”).

    


    C. The
      Shares, the Warrants and the Warrant Shares collectively are referred to herein
      as the “Securities”.

    


    D. The
      Company has engaged Piper Jaffray & Co. to act as sole book-running lead
      placement agent and RBC Capital Markets as co-lead placement agent (the
“Placement
      Agents”)
      for
      the offering of the Securities on a “best efforts” basis.

    


    E. Contemporaneously
      with the execution and delivery of this Agreement, the parties hereto are
      executing and delivering a Registration Rights Agreement, substantially in
      the
      form attached hereto as Exhibit
      B
      (the
“Registration
      Rights Agreement”),
      pursuant to which, among other things, the Company will agree to provide certain
      registration rights with respect to the Shares and the Warrant Shares under
      the
      Securities Act and the rules and regulations promulgated thereunder and
      applicable state securities laws.

    


    NOW,
      THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
      and for other good and valuable consideration, the receipt and adequacy of
      which
      are hereby acknowledged, the Company and the Purchasers hereby agree as
      follows:

     

    ARTICLE
      I

    DEFINITIONS

     

    1.1 Definitions.
      In
      addition to the terms defined elsewhere in this Agreement, for all purposes
      of
      this Agreement, the following terms shall have the meanings indicated in this
      Section 1.1:

     

    “Acquiring
      Person”
shall
      have the meaning ascribed to such term in Section 4.7. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Action”
means
      any action, suit, inquiry, notice of violation, proceeding (including any
      partial proceeding such as a deposition) or investigation pending or, to the
      Company’s Knowledge, threatened against the Company, any Subsidiary or any of
      their respective properties or any officer, director or employee of the Company
      or any Subsidiary acting in his or her capacity as an officer, director or
      employee before or by any federal, state, county, local or foreign court,
      arbitrator, governmental or administrative agency, regulatory authority, stock
      market, stock exchange or trading facility.

     

    “Affiliate”
means,
      with respect to any Person, any other Person that, directly or indirectly
      through one or more intermediaries, Controls, is controlled by or is under
      common control with such Person, as such terms are used in and construed under
      Rule 405 under the Securities Act. With respect to a Purchaser, any investment
      fund or managed account that is managed on a discretionary basis by the same
      investment manager as such Purchaser will be deemed to be an Affiliate of such
      Purchaser.

     

    “Agreement”
shall
      have the meaning ascribed to such term in the Preamble.

     

    “Board
      of Directors”
means
      the board of directors of the Company. 

     

    “Business
      Day”
means
      any day except Saturday, Sunday, any day which is a federal legal holiday in
      the
      United States or any day on which banking institutions in the State of New
      York
      are authorized or required by law or other governmental action to
      close.

     

    “Buy-In”
has
      the
      meaning set forth in Section 4.1(f).

     

    “Buy-In
      Price”
has
      the
      meaning set forth in Section 4.1(f).

     

    “Closing”
means
      the closing of the purchase and sale of the Shares and the Warrants pursuant
      to
      this Agreement.

     

    “Closing
      Bid Price”
      means,
      for any security as of any date, (a) the last reported closing bid price per
      share of Common Stock for such security on the Principal Trading Market, as
      reported by Bloomberg, or, (b) if (i) the Principal Trading Market begins to
      operate on an extended hours basis and does not designate the closing bid price
      then the last bid price of such security prior to 4:00:00 p.m., New York
      City Time, as reported by Bloomberg, or, if (ii) the Principal Trading Market
      is
      not the principal securities exchange or trading market for such security,
      the
      last closing price of such security on the principal securities exchange or
      trading market where such security is listed or traded as reported by Bloomberg,
      or (c) if the foregoing do not apply, the last closing price of such security
      in
      the over-the-counter market on the electronic bulletin board for such security
      as reported by Bloomberg, or, (d) if no closing bid price is reported for such
      security by Bloomberg, the average of the bid prices of any market makers for
      such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the
      National Quotation Bureau, Inc.). If the Closing Bid Price cannot be calculated
      for a security on a particular date on any of the foregoing bases, the Closing
      Bid Price of such security on such date shall be the fair market value as
      mutually determined by the Company and the holder. If the Company and the holder
      are unable to agree upon the fair market value of such security, then such
      dispute shall be resolved pursuant to Section 10 of the Warrants. All such
      determinations shall be appropriately adjusted for any stock dividend, stock
      split, stock combination or other similar transaction during the applicable
      calculation period. 

     

    “Closing
      Date”
means
      the Trading Day when all of the Transaction Documents have been executed and
      delivered by the applicable parties thereto, and all of the conditions set
      forth
      in Sections 2.1, 2.2, 5.1 and 5.2 hereof are satisfied or waived, as the case
      may be, or such other date as the parties may agree.

     

    “Commission”
has
      the
      meaning set forth in the Recitals.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Common
      Stock”
has
      the
      meaning set forth in the Recitals, and also includes any other class of
      securities into which the Common Stock may hereafter be reclassified or changed.
      

     

    “Common
      Stock Equivalents”
means
      any securities of the Company or any Subsidiary which would entitle the holder
      thereof to acquire at any time Common Stock, including, without limitation,
      any
      debt, preferred stock, rights, options, warrants or other instrument that is
      at
      any time convertible into or exchangeable for, or otherwise entitles the holder
      thereof to receive, Common Stock or other securities that entitle the holder
      to
      receive, directly or indirectly, Common Stock.

     

    “Company”
has
      the
      meaning set forth in the Preamble.

    


    “Company
      Counsel”
means
      Cooley Godward Kronish LLP, with offices located at One Freedom Square, Reston
      Town Center, 11951 Freedom Drive, Reston, Virginia.

    


       “Company
      Deliverables”
has
      the
      meaning set forth in Section 2.2(a).

    


       “Company’s
      Knowledge”
means
      with respect to any statement made to the Company’s Knowledge, that the
      statement is based upon the actual knowledge of the executive officers of the
      Company having responsibility for the matter or matters that are the subject
      of
      the statement.

    


    “Control”
      (including the terms “controlling”, “controlled by” or “under common control
      with”) means the possession, direct or indirect, of the power to direct or cause
      the direction of the management and policies of a Person, whether through the
      ownership of voting securities, by contract or otherwise.

     

    “Deadline
      Date”
has
      the
      meaning set forth in Section 4.1(f).

     

    “Disclosure
      Materials”
has
      the
      meaning set forth in Section 3.1(h).

     

    “Disclosure
      Schedules”
has
      the
      meaning set forth in Section 3.1.

     

    “DTC”
has
      the
      meaning set forth in Section 4.1(c).

     

    “Effective
      Date”
means
      the date on which the initial Registration Statement required by Section 2(a)
      of
      the Registration Rights Agreement is first declared effective by the
      Commission.

     

    “Effectiveness
      Deadline”
means
      the date on which the initial Registration Statement is required to be declared
      effective by the Commission under the terms of the Registration Rights
      Agreement.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, or any successor statute,
      and
      the rules and regulations promulgated thereunder.

     

    “GAAP”
means
      U.S. generally accepted accounting principles, as applied by the
      Company.

     

    “Intellectual
      Property Rights”
has
      the
      meaning set forth in Section 3.1(p).

     

    “Irrevocable
      Transfer Agent Instructions”
means,
      with respect to the Company, the Irrevocable Transfer Agent Instructions, in
      the
      form of Exhibit
      E,
      executed by the Company and delivered to and acknowledged in writing by the
      Transfer Agent.

     

    “Lien”
means
      any lien, charge, claim, encumbrance, security interest, right of first refusal,
      preemptive right or other restrictions of any kind.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Material
      Adverse Effect”
means
      a
      material adverse effect on the results of operations, assets, business or
      financial condition of the Company and the Subsidiaries, taken as a whole,
      except that any of the following, either alone or in combination, shall not
      be
      deemed a Material Adverse Effect: (i) effects caused by changes or circumstances
      affecting general market conditions in the U.S. economy or which are generally
      applicable to the industry in which the Company operates, provided that such
      effects are not borne disproportionately by the Company, (ii) effects resulting
      from or relating to the announcement or disclosure of the sale of the Securities
      or other transactions contemplated by this Agreement, or (iii) effects caused
      by
      any event, occurrence or condition resulting from or relating to the taking
      of
      any action in accordance with this Agreement. 

     

    “Material
      Contract”
means
      any contract of the Company that has been filed or was required to have been
      filed as an exhibit to the SEC Reports pursuant to Item 601(b)(4) or Item
      601(b)(10) of Regulation S-K.

    


    “Material
      Permits”
has
      the
      meaning set forth in Section 3.1(n).

     

    “New
      York Courts”
means
      the state and federal courts sitting in the City of New York, Borough of
      Manhattan.

     

    “Outside
      Date”
means
      the thirtieth day following the date of this Agreement.

     

    “Person”
means
      an individual, corporation, partnership, limited liability company, trust,
      business trust, association, joint stock company, joint venture, sole
      proprietorship, unincorporated organization, governmental authority or any
      other
      form of entity not specifically listed herein.

     

    “Placement
      Agents”
has
      the
      meaning set forth in the Recitals.

     

    “Press
      Release”
has
      the
      meaning set forth in Section 4.6.

     

    “Principal
      Trading Market”
means
      the Trading Market on which the Common Stock is primarily listed on and quoted
      for trading, which, as of the date of this Agreement and the Closing Date,
      shall
      be the Nasdaq Global Market.

     

    “Proceeding”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.

     

    “Purchase
      Price”
means
      $4.25 per unit, (which consists of $4.21, which is the Closing Bid Price on
      September 29, 2008, plus $0.04, which represents a purchase price of the
      Warrants of $0.125 per underlying Warrant Share), subject to adjustment for
      reverse and forward stock splits, stock dividends, stock combinations and other
      similar transactions of the Common Stock that occur after the date of this
      Agreement.

     

    “Purchaser”
or
      “Purchasers”
has
      the
      meaning set forth in the Recitals.

     

    “Purchaser
      Deliverables”
has
      the
      meaning set forth in Section 2.2(b).

     

    “Purchaser
      Party”
has
      the
      meaning set forth in Section 4.10.

     

    “Registration
      Rights Agreement”
has
      the
      meaning set forth in the Recitals.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Registration
      Statement”
means
      a
      registration statement meeting the requirements set forth in the Registration
      Rights Agreement and covering the resale by the Purchasers of the Registrable
      Securities (as defined in the Registration Rights Agreement).

     

    “Regulation
      D”
has
      the
      meaning set forth in the Recitals.

     

    “Required
      Approvals”
has
      the
      meaning set forth in Section 3.1(e).

     

    “Rule
      144”
means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “SEC
      Reports”
has
      the
      meaning set forth in Section 3.1(h).

     

    “Secretary’s
      Certificate”
has
      the
      meaning set forth in Section 2.2(a)(vii).

     

    “Securities
      Act”
has
      the
      meaning set forth in the Recitals.

     

    “Shares”
has
      the
      meaning set forth in the Recitals.

     

    “Short
      Sales”
      include, without limitation, (i) all “short sales” as defined in Rule 200
      promulgated under Regulation SHO under the Exchange Act, whether or not against
      the box, and all types of direct and indirect stock pledges, forward sale
      contracts, options, puts, calls, short sales, swaps, “put equivalent positions”
(as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements
      (including on a total return basis), and (ii) sales and other transactions
      through non-U.S. broker dealers or foreign regulated brokers (but shall not
      be
      deemed to include the location and/or reservation of borrowable shares of Common
      Stock).

     

    “Stock
      Certificates”
has
      the
      meaning set forth in Section 2.2(a)(ii).

     

    “Subscription
      Amount”
means,
      with respect to each Purchaser, the aggregate amount to be paid for the Shares
      and the related Warrants purchased hereunder as indicated on such Purchaser’s
      signature page to this Agreement next to the heading “Aggregate Purchase Price
      (Subscription Amount)” in United States dollars and in immediately available
      funds.

     

    “Subsidiary”
means
      any subsidiary of the Company as set forth on Schedule
      3.1(a),
      and
      shall, where applicable, include any subsidiary of the Company formed or
      acquired after the date hereof. 

     

    “Trading
      Affiliate”
has
      the
      meaning set forth in Section 3.2(h).

     

    “Trading
      Day”
means
      (i) a day on which the Common Stock is listed or quoted and traded on its
      Principal Trading Market (other than the OTC Bulletin Board), or (ii) if the
      Common Stock is not listed on a Trading Market (other than the OTC Bulletin
      Board), a day on which the Common Stock is traded in the over-the-counter
      market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock
      is
      not quoted on any Trading Market, a day on which the Common Stock is quoted
      in
      the over-the-counter market as reported in the “pink sheets” by Pink Sheets LLC
      (or any similar organization or agency succeeding to its functions of reporting
      prices); provided,
      that in
      the event that the Common Stock is not listed or quoted as set forth in (i),
      (ii) and (iii) hereof, then Trading Day shall mean a Business Day.

     

    “Trading
      Market”
means
      whichever of the New York Stock Exchange, the American Stock Exchange, the
      Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market
      or the OTC Bulletin Board on which the Common Stock is listed or quoted for
      trading on the date in question.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “Transaction
      Documents”
means
      this Agreement, the schedules and exhibits attached hereto, the Warrants, the
      Registration Rights Agreement, the Irrevocable Transfer Agent Instructions
      and
      any other documents or agreements explicitly contemplated
      hereunder.

     

    “Transfer
      Agent”
means
      Mellon Investor Services, the current transfer agent of the Company, with a
      mailing address of 85 Challenger Road, Ridgefield Park, NJ 07660, and a
      telephone number of (800) 356-2017, or any successor transfer agent for the
      Company.

     

    “Warrants”
has
      the
      meaning set forth in the Recitals to this Agreement. 

     

    “Warrant
      Shares”
has
      the
      meaning set forth in the Recitals to this Agreement.

     

    ARTICLE
      II

    PURCHASE
      AND SALE

     

    2.1 Closing.
      

     

    (a) Amount.
      Subject
      to the terms and conditions set forth in this Agreement, at the Closing, the
      Company shall issue and sell to each Purchaser, and each Purchaser shall,
      severally and not jointly, purchase from the Company, such number of Shares
      of
      Common Stock equal to the quotient resulting from dividing (i) the Subscription
      Amount for such Purchaser by (ii) the Purchase Price, rounded down to the
      nearest whole Share. In addition, each Purchaser shall receive a Warrant to
      purchase a number of Warrant Shares equal to 30% of the number of Shares
      purchased by such Purchaser, as indicated below such Purchaser’s name on the
      signature page to this Agreement. The Warrants shall have an exercise price
      equal to $4.63 per Warrant Share.

     

    (b) Closing.
      The
      Closing of the purchase and sale of the Shares and Warrants shall take place
      at
      the offices of Cooley Godward Kronish LLP, 11951 Freedom Drive, Reston, Virginia
      20190 on the Closing Date or at such other locations or remotely by facsimile
      transmission or other electronic means as the parties may mutually
      agree.

     

    (c) Form
      of Payment.
       Except
      as
      may otherwise be agreed to among one or more of the parties hereto, on or prior
      to the Business Day immediately prior to the Closing Date, each Purchaser shall
      wire its Subscription Amount, in United States dollars and in immediately
      available funds, to a non-interest bearing escrow account established by the
      Company and Piper Jaffray & Co., on behalf of the Placement Agents, with
      JPMorgan Chase Bank, N.A. (the “Escrow
      Agent”)
      as set
      forth on Exhibit H hereto (the aggregate amounts received being held in escrow
      by the Escrow Agent are referred to herein as the “Escrow
      Amount”).
      On
      the Closing Date, (a) the Company and Piper Jaffray & Co., on behalf of the
      Placement Agents, shall instruct the Escrow Agent to deliver, in immediately
      available funds, the Escrow Amount constituting the aggregate purchase price
      as
      follows: (1) to Piper Jaffray & Co., on behalf of the Placement Agents, the
      fees and reimbursable expenses payable to the Placement Agents (which fees
      and
      expenses shall be set forth in such instructions), and (2) the balance of the
      aggregate purchase price to the Company, and (b) the Company shall irrevocably
      instruct the Transfer Agent to deliver to each Purchaser one or more stock
      certificates, free and clear of all restrictive and other legends (except as
      expressly provided in Section 4.1(b) hereof), evidencing the number of Shares
      such Purchaser is purchasing as is set forth on such Purchaser’s signature page
      to this Agreement next to the heading “Number of Shares to be Acquired”, within
      three (3) Business Days after the Closing. 

     

    2.2 Closing
      Deliveries.
      (a)  On
      or
      prior to the Closing, the Company shall issue, deliver or cause to be delivered
      to each Purchaser the following (the “Company
      Deliverables”):

     

    (i) this
      Agreement, duly executed by the Company;


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (ii) facsimile
      copies of one or more stock certificates, free and clear of all restrictive
      and
      other legends (except as provided in Section
      4.1(b)
      hereof),
      evidencing the Shares subscribed for by Purchaser hereunder, registered in
      the
      name of such Purchaser as set forth on the Stock Certificate Questionnaire
      included as Exhibit
      C-2
      hereto
      (the “Stock
      Certificates”),
      with
      the original Stock Certificates delivered within three (3) Business Days of
      Closing;

     

    (iii) a
      Warrant, executed by the Company and registered in the name of such Purchaser
      as
      set forth on the Stock Certificate Questionnaire included as Exhibit
      C-2
      hereto,
      pursuant to which such Purchaser shall have the right to acquire such number
      of
      Warrant Shares equal to 30% of the number of Shares issuable to such Purchaser
      pursuant to Section 2.2(a)(ii), rounded up to the nearest whole share, on the
      terms set forth therein;

     

    (iv) a
      legal
      opinion of Company Counsel, dated as of the Closing Date and in the form
      attached hereto as Exhibit
      D,
      executed by such counsel and addressed to the Purchasers; 

     

    (v) the
      Registration Rights Agreement, duly executed by the Company; 

     

    (vi) duly
      executed Irrevocable Transfer Agent Instructions acknowledged in writing by
      the
      Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis,
      a certificate evidencing a number of Shares equal to such Purchaser’s
      Subscription Amount divided by the Purchase Price, registered in the name of
      such Purchaser;

     

    (vii) a
      certificate of the Secretary of the Company (the “Secretary’s
      Certificate”),
      dated
      as of the Closing Date, (a) certifying the resolutions adopted by the Board
      of
      Directors of the Company or a duly authorized committee thereof approving the
      transactions contemplated by this Agreement and the other Transaction Documents
      and the issuance of the Securities, (b) certifying the current versions of
      the
      certificate or articles of incorporation, as amended, and by-laws of the Company
      and (c) certifying as to the signatures and authority of persons signing the
      Transaction Documents and related documents on behalf of the Company, in the
      form attached hereto as Exhibit
      F;
      

     

    (viii) the
      Compliance Certificate referred to in Section 5.1(h); 

     

    (ix) a
      certificate evidencing the formation and good standing of the Company issued
      by
      the Secretary of State of the State of Delaware as of a date within five (5)
      days of the Closing Date; 

     

    (x) a
      certificate evidencing the Company’s qualification as a foreign corporation and
      good standing issued by the Maryland State Department of Assessments and
      Taxation as of a date within ten (10) days of the Closing Date; and

     

    (xi) a
      certified copy of the Certificate of Incorporation, as certified by the
      Secretary of State of the State of Delaware, as of a date within ten (10) days
      of the Closing Date;

     

    (b) On
      or
      prior to the Closing, each Purchaser shall deliver or cause to be delivered
      to
      the Company the following (the “Purchaser
      Deliverables”):

     

    (i) this
      Agreement, duly executed by such Purchaser;

     

    (ii) its
      Subscription Amount, in United States dollars and in immediately available
      funds, in the amount set forth as the “Purchase Price” indicated below such
      Purchaser’s name on the applicable signature page hereto under the heading
“Aggregate Purchase Price (Subscription Amount)” by wire transfer to the Escrow
      Account, as set forth on Exhibit
      H
      attached
      hereto; 


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (iii) the
      Registration Rights Agreement, duly executed by such Purchaser; and

     

    (iv) a
      fully
      completed and duly executed Accredited Investor Questionnaire, satisfactory
      to
      the Company, and Stock Certificate Questionnaire in the forms attached hereto
      as
Exhibits
      C-1
      and
C-2,
      respectively.

     

    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES

     

    3.1 Representations
      and Warranties of the Company.
      Except
      (i) as set forth in the schedules delivered herewith (the “Disclosure
      Schedules”),
      which
      Disclosure Schedules shall be deemed a part hereof and shall qualify any
      representation made herein to the extent of the disclosure contained in the
      corresponding section of the Disclosure Schedules or other representations
      relating to the subject matter of such disclosures, or (ii) other than with
      respect to Section 3.1(p), as disclosed in the SEC Reports, the Company hereby
      represents and warrants as of the date hereof and the Closing Date (except
      for
      the representations and warranties that speak as of a specific date, which
      shall
      be made as of such date), to each of the Purchasers and to the Placement
      Agents:

     

    (a) Subsidiaries.
      The
      Company has no direct or indirect Subsidiaries other than those listed in
      Schedule 3.1(a) hereto. The Company owns, directly or indirectly, all of the
      capital stock or comparable equity interests of each Subsidiary free and clear
      of any and all Liens, and all the issued and outstanding shares of capital
      stock
      or comparable equity interest of each Subsidiary are validly issued and are
      fully paid, non-assessable and free of preemptive and similar rights to
      subscribe for or purchase securities. 

     

    (b) Organization
      and Qualification.
      The
      Company and each of its Subsidiaries is an entity duly incorporated or otherwise
      organized, validly existing and in good standing under the laws of the
      jurisdiction of its incorporation or organization (as applicable), with the
      requisite corporate power and authority to own or lease and use its properties
      and assets and to carry on its business as currently conducted. Neither the
      Company nor any Subsidiary is in violation or default of any of the provisions
      of its respective certificate or articles of incorporation, bylaws or other
      organizational or charter documents. The Company and each of its Subsidiaries
      is
      duly qualified to conduct business and is in good standing as a foreign
      corporation or other entity 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 have or reasonably be expected to result in a Material Adverse
      Effect, and no Proceeding has been instituted, is pending, or, to the Company’s
      Knowledge, has been threatened in any such jurisdiction revoking, limiting
      or
      curtailing or seeking to revoke, limit or curtail such power and authority
      or
      qualification. 

     

    (c) Authorization;
      Enforcement; Validity.
      The
      Company has the requisite corporate power and authority to enter into and to
      consummate the transactions contemplated by each of the Transaction Documents
      to
      which it is a party and otherwise to carry out its obligations hereunder and
      thereunder. The Company’s execution and delivery of each of the Transaction
      Documents to which it is a party and the consummation by it of the transactions
      contemplated hereby and thereby (including, but not limited to, the sale and
      delivery of the Shares and the Warrants and the reservation for issuance and
      the
      subsequent issuance of the Warrant Shares upon exercise of the Warrants) have
      been duly authorized by all necessary corporate action on the part of the
      Company, and no further corporate action is required by the Company, its Board
      of Directors or its stockholders in connection therewith other than in
      connection with the Required Approvals. Each of the Transaction Documents to
      which it is a party has been (or upon delivery will have been) duly executed
      by
      the Company and is, or when delivered in accordance with the terms hereof,
      will
      constitute the legal, valid and binding obligation of the Company enforceable
      against the Company in accordance with its terms, except (i) 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, (ii) as limited by laws
      relating to the availability of specific performance, injunctive relief or
      other
      equitable remedies and (iii) insofar as indemnification and contribution
      provisions may be limited by applicable law. 


    
      
        
        

      

      
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    (d) No
      Conflicts.
      The
      execution, delivery and performance by the Company of the Transaction Documents
      to which it is a party and the consummation by the Company of the transactions
      contemplated hereby or thereby (including, without limitation, the issuance
      of
      the Shares and Warrants and the reservation for issuance and issuance of the
      Warrant Shares) do not and will not (i) conflict with or violate any provisions
      of the Company’s or any Subsidiary’s certificate or articles of incorporation,
      bylaws or otherwise result in a violation of the organizational documents of
      the
      Company, (ii) conflict with, or constitute a default (or an event that with
      notice or lapse of time or both would result in a default) under, result in
      the
      creation of any Lien upon any of the properties or assets of the Company or
      any
      Subsidiary or give to others any rights of termination, amendment, acceleration
      or cancellation (with or without notice, lapse of time or both) of, any Material
      Contract, or (iii) subject to the Required Approvals, conflict with or result
      in
      a violation of any law, rule, regulation, order, judgment, injunction, decree
      or
      other restriction of any court or governmental authority to which the Company
      or
      a Subsidiary is subject (including federal and state securities laws and
      regulations and the rules and regulations, assuming the correctness of the
      representations and warranties made by the Purchasers herein, of any
      self-regulatory organization to which the Company or its securities are subject,
      including all applicable Trading Markets), or by which any property or asset
      of
      the Company or a Subsidiary is bound or affected, except in the case of clauses
      (ii) and (iii) such as would not, individually or in the aggregate, have or
      reasonably be expected to result in a Material Adverse Effect.

     

    (e) Filings,
      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 or other Person in connection with the execution,
      delivery and performance by the Company of the Transaction Documents (including
      the issuance of the Securities), other than (i) the filing with the Commission
      of one or more Registration Statements in accordance with the requirements
      of
      the Registration Rights Agreement, (ii) filings required by applicable state
      securities laws, (iii) the filing of a Notice of Sale of Securities on Form
      D
      with the Commission under Regulation D of the Securities Act, (iv) the filing
      of
      any requisite notices and/or application(s) to the Principal Trading Market
      for
      the issuance and sale of the Common Stock and the Warrants and the listing
      of
      the Common Stock for trading or quotation, as the case may be, thereon in the
      time and manner required thereby, (v) the filings required in accordance with
      Section 4.6 of this Agreement and (vi) those that have been made or obtained
      prior to the date of this Agreement (collectively, the “Required
      Approvals”).
      

     

    (f) Issuance
      of the Securities.
      The
      Shares have been duly authorized and, when issued and paid for in accordance
      with the terms of the Transaction Documents, will be duly and validly issued,
      fully paid and nonassessable and free and clear of all Liens, other than
      restrictions on transfer provided for in the Transaction Documents or imposed
      by
      applicable securities laws, and shall not be subject to preemptive or similar
      rights. The Warrants have been duly authorized and, when issued and paid for
      in
      accordance with the terms of the Transaction Documents, will be duly and validly
      issued, free and clear of all Liens, other than restrictions on transfer
      provided for in the Transaction Documents or imposed by applicable securities
      laws, and shall not be subject to preemptive or similar rights of stockholders.
      The Warrant Shares issuable upon exercise of the Warrants have been duly
      authorized and, when issued and paid for in accordance with the terms of the
      Transaction Documents and the Warrants, will be duly and validly issued, fully
      paid and nonassessable, free and clear of all Liens, other than restrictions
      on
      transfer provided for in the Transaction Documents or imposed by applicable
      securities laws, and shall not be subject to preemptive or similar rights of
      stockholders. Assuming the accuracy of the representations and warranties of
      the
      Purchasers in this Agreement, the Shares and the Warrant Shares will be issued
      in compliance with all applicable federal and state securities laws. As of
      the
      Closing Date, the Company shall have reserved from its duly authorized capital
      stock the number of shares of Common Stock issuable upon exercise of the
      Warrants (without taking into account any limitations on the exercise of the
      Warrants set forth in the Warrants). The Company shall, so long as any of the
      Warrants are outstanding, take all action necessary to reserve and keep
      available out of its authorized and unissued capital stock, solely for the
      purpose of effecting the exercise of the Warrants, 100% of the number of shares
      of Common Stock issuable upon exercise of the Warrants (without taking into
      account any limitations on the exercise of the Warrants set forth in the
      Warrants).


    
      
        
        

      

      
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    (g) Capitalization.
      The
      number of shares and type of all authorized, issued and outstanding capital
      stock, options and other securities of the Company (whether or not presently
      convertible into or exercisable or exchangeable for shares of capital stock
      of
      the Company) is set forth in Schedule 3.1(g) hereto. The Company has not issued
      any capital stock since the date of its most recently filed SEC Report other
      than to reflect stock option and warrant exercises that do not, individually
      or
      in the aggregate, have a material affect on the issued and outstanding capital
      stock, options and other securities. No Person has any right of first refusal,
      preemptive right, right of participation, or any similar right to participate
      in
      the transactions contemplated by the Transaction Documents that have not been
      effectively waived as of the Closing Date. Except as set forth on Schedule 3.1(g)
      or a
      result of the purchase and sale of the Shares, there are no outstanding options,
      warrants, scrip rights to subscribe to, calls or commitments of any character
      whatsoever relating to, or securities, rights or obligations convertible into
      or
      exercisable or exchangeable for, or giving any Person any right to subscribe
      for
      or acquire any shares of Common Stock, or contracts, commitments, understandings
      or arrangements by which the Company or any Subsidiary is or may become bound
      to
      issue additional shares of Common Stock or Common Stock Equivalents. The
      issuance and sale of the Shares will not obligate the Company to issue shares
      of
      Common Stock or other securities to any Person (other than the Purchasers)
      and
      will not result in a right of any holder of Company securities to adjust the
      exercise, conversion, exchange or reset price under any of such securities.
      All
      of the outstanding shares of capital stock of the Company are validly issued,
      fully paid and nonassessable, have been issued in compliance in all material
      respects with all applicable federal and state securities laws, and none of
      such
      outstanding shares was issued in violation of any preemptive rights or similar
      rights to subscribe for or purchase securities. There are no stockholders
      agreements, voting agreements or other similar agreements with respect to the
      Company’s capital stock to which the Company is a party or, to the Company’s
      Knowledge, between or among any of the Company’s stockholders. 

     

    (h) 
      SEC
      Reports; Disclosure Materials.
      The
      Company has filed all reports, schedules, forms, statements and other documents
      required to be filed by it under the Exchange Act, including pursuant to Section
      13(a) or 15(d) thereof, for the twelve (12) months preceding the date hereof
      (or
      such shorter period as the Company was required by law or regulation to file
      such material) (the foregoing materials, including the exhibits thereto and
      documents incorporated by reference therein, being collectively referred to
      herein as the “SEC
      Reports”,
      and
      the SEC Reports, together with the Disclosure Schedules, being collectively
      referred to as the “Disclosure
      Materials”)
      on a
      timely basis or has received a valid extension of such time of filing and has
      filed any such SEC Reports prior to the expiration of any such extension, except
      where the failure to file on a timely basis would not have or reasonably be
      expected to result in a Material Adverse Effect (including, for the definition
      of Material Adverse Effect in this paragraph (h) only, any failure to qualify
      to
      register the Shares for resale on Form S-3 or which would prevent any Purchaser
      from using Rule 144 to resell any Shares). As of their respective filing
      dates, or to the extent corrected by a subsequent restatement, the SEC Reports
      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 Reports, 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. The Company has
      never been an issuer subject to Rule 144(i) under the Securities Act. Each
      of
      the Material Contracts to which the Company or any Subsidiary is a party or
      to
      which the property or assets of the Company or any of its Subsidiaries are
      subject has been filed as an exhibit to the SEC Reports.


    
      
        
        

      

      
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    (i) Financial
      Statements. The
      financial statements of the Company included in the SEC Reports comply in all
      material respects with applicable accounting requirements and the rules and
      regulations of the Commission with respect thereto as in effect at the time
      of
      filing (or to the extent corrected by a subsequent restatement). Such financial
      statements have been prepared in accordance with GAAP applied on a consistent
      basis during the periods involved, except as may be otherwise specified in
      such
      financial statements or the notes thereto and except that unaudited financial
      statements may not contain all footnotes required by GAAP, and fairly present
      in
      all material respects the financial position of the Company and its consolidated
      subsidiaries taken as a whole 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.


     

    (j) Material
      Changes.
      Since
      the date of the latest financial statements included within the SEC Reports,
      except as specifically disclosed in a subsequent SEC Report filed prior to
      the
      date hereof, (i) there have been no events, occurrences or developments that
      have had or would reasonably be expected to have, either individually or in
      the
      aggregate, a Material Adverse Effect, (ii) the Company has not incurred any
      material liabilities (contingent or otherwise) other than (A) trade payables
      and
      accrued expenses incurred in the ordinary course of business consistent with
      past practice and (B) liabilities not required to be reflected in the Company's
      financial statements pursuant to GAAP or disclosed in filings made with the
      Commission, (iii) the Company has not altered materially its method of
      accounting or the manner in which it keeps its accounting books and records,
      (iv) the Company has not declared or made any dividend or distribution of cash
      or other property to its stockholders or purchased, redeemed or made any
      agreements to purchase or redeem any shares of its capital stock (other than
      in
      connection with repurchases of unvested stock issued to employees of the
      Company) and (v) the Company has not issued any equity securities to any
      officer, director or Affiliate, except Common Stock issued in the ordinary
      course as dividends on outstanding preferred stock or issued pursuant to
      existing Company stock option or stock purchase plans or executive and director
      compensation arrangements disclosed in the SEC Reports. Except for the issuance
      of the Securities contemplated by this Agreement, no event, liability or
      development has occurred or exists with respect to the Company or its
      Subsidiaries or their respective business, properties, operations or financial
      condition, that would be required to be disclosed by the Company under
      applicable securities laws at the time this representation is made that has
      not
      been publicly disclosed at least one Trading Day prior to the date that this
      representation is made. 

     

    (k) Litigation.
      There
      is no Action which (i) adversely affects or challenges the legality, validity
      or
      enforceability of any of the Transaction Documents or the Securities or (ii)
      except as specifically disclosed in the SEC Reports, would, if there were an
      unfavorable decision, individually or in the aggregate, have or reasonably
      be
      expected to result in a Material Adverse Effect. Neither the Company nor any
      Subsidiary, nor to the Company’s Knowledge any director or officer thereof, is
      or has been the subject of any Action involving a claim of violation of or
      liability under federal or state securities laws or a claim of breach of
      fiduciary duty. There has not been, and to the Company’s Knowledge there is not
      pending or contemplated, any investigation by the Commission involving the
      Company or any current or former director or officer of the Company. The
      Commission has not issued any stop order or other order suspending the
      effectiveness of any registration statement filed by the Company or any of
      its
      Subsidiaries under the Exchange Act or the Securities Act.

     

    (l) Employment
      Matters.
      No
      material labor dispute exists or, to the Company’s Knowledge, is imminent with
      respect to any of the employees of the Company which would have or reasonably
      be
      expected to result in a Material Adverse Effect. None of the Company’s or any
      Subsidiary’s employees is a member of a union that relates to such employee’s
      relationship with the Company, and neither the Company nor any of its
      Subsidiaries is a party to a collective bargaining agreement, and the Company
      and each Subsidiary believes that its relationship with its employees is good.
      No
      executive officer, to the Company’s Knowledge, is, or is now expected to be, in
      violation of any material term of any employment contract, confidentiality,
      disclosure or proprietary information agreement or non-competition agreement,
      or
      any other contract or agreement or any restrictive covenant in favor of any
      third party, and the continued employment of each such executive officer does
      not subject the Company or any of its Subsidiaries to any liability with respect
      to any of the foregoing matters, except, in each case, matters that,
      individually or in the aggregate, could not reasonably be expected to have
      a
      Material Adverse Effect. The Company and its Subsidiaries are in compliance
      with
      all U.S. federal, state, local and foreign laws and regulations relating to
      employment and employment practices, terms and conditions of employment and
      wages and hours, except where the failure to be in compliance could not,
      individually or in the aggregate, reasonably be expected to have a Material
      Adverse Effect. 


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (m) Compliance.
      Neither
      the Company nor any of its Subsidiaries (i) is in default under or in violation
      of (and no event has occurred that has not been waived that, with notice or
      lapse of time or both, would result in a default by the Company or any of its
      Subsidiaries under), nor has the Company or any of its Subsidiaries received
      written notice of a claim that it is in default under or that it is in violation
      of, any Material Contract (whether or not such default or violation has been
      waived), (ii) is in violation of any order of any court, arbitrator or
      governmental body having jurisdiction over the Company or its properties or
      assets, or (iii) is in violation of, or in receipt of written notice that it
      is
      in violation of, any statute, rule or regulation of any governmental authority
      applicable to the Company, except in each case as would not, individually or
      in
      the aggregate, have or reasonably be expected to result in a Material Adverse
      Effect. 

     

    (n) Regulatory
      Permits.
      The
      Company and each of its Subsidiaries possess all certificates, authorizations
      and permits issued by the appropriate federal, state, local or foreign
      regulatory authorities necessary to conduct its respective business as currently
      conducted and as described in the SEC Reports, except where the failure to
      possess such permits, individually or in the aggregate, has not and would not
      have or reasonably be expected to result in a Material Adverse Effect
      (“Material
      Permits”),
      and
      neither the Company nor any of its Subsidiaries has received any notice of
      Proceedings relating to the revocation or modification of any such Material
      Permits.

     

    (o) Title
      to Assets.
      The
      Company and its Subsidiaries have good and marketable title to all tangible
      personal property owned by them that is material to the business of the Company
      and its Subsidiaries, taken as whole, in each case free and clear of all Liens
      except such as do not materially affect the value of such property and do not
      interfere with the use made and proposed to be made of such property by the
      Company and any of its Subsidiaries. Any real property and facilities held
      under
      lease by the Company and any of its Subsidiaries are held by them under valid,
      subsisting and enforceable leases with such exceptions as are not material
      and
      do not interfere with the use made and proposed to be made of such property
      and
      buildings by the Company and its Subsidiaries. 

     

    (p) Patents
      and Trademarks.
      To the
      Company’s Knowledge, the Company and the Subsidiaries own, possess, license or
      have other rights to use, all patents, patent applications, trade and service
      marks, trade and service mark applications and registrations, trade names,
      trade
      secrets, inventions, copyrights, licenses, technology, know-how and other
      intellectual property rights and similar rights described in the SEC Reports
      as
      necessary or material for use in connection with their respective businesses
      and
      which the failure to so have would have or reasonably be expected to result
      in a
      Material Adverse Effect (collectively, the “Intellectual Property Rights”).
      Neither the Company nor any Subsidiary has received a notice (written or
      otherwise) that any of the Intellectual Property Rights used by the Company
      or
      any Subsidiary violates or infringes upon the rights of any Person. There is
      no
      pending or, to the Company’s Knowledge, threatened action, suit, proceeding or
      claim by any Person that the Company’s business as now conducted infringes or
      otherwise violates any patent, trademark, copyright, trade secret or other
      proprietary rights of another. To the Company’s Knowledge, there is no existing
      infringement by another Person of any of the Intellectual Property Rights that
      would have or would reasonably be expected to have a Material Adverse Effect.
      To
      the
      Company’s Knowledge, all patent applications and patents within the Intellectual
      Property Rights have been prosecuted with a duty of candor, and there is no
      material fact known by the Company that would preclude the issuance of patents
      with respect to said patent applications or that would render any issued patents
      invalid or unenforceable in a manner that would have, or would reasonably be
      expected to have, a Material Adverse Effect. There is no pending or, to the
      Company’s Knowledge, threatened action, suit, proceeding or claim by another
      Person challenging the Company’s rights in or to any material Intellectual
      Property Rights, or challenging inventorship, validity or scope of any such
      Intellectual Property Rights. The
      Company and its Subsidiaries have taken reasonable security measures to protect
      the secrecy, confidentiality and value of all of their Intellectual Property
      Rights, except where failure to do so could not, individually or in the
      aggregate, reasonably be expected to have a Material Adverse Effect.



    
      
        
        

      

      
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    (q) Insurance.
      The
      Company and each of the Subsidiaries are insured by insurers of recognized
      financial responsibility against such losses and risks and in such amounts
      as
      the Company believes to be prudent and customary in the businesses and locations
      in which the Company and the Subsidiaries are engaged, including, but not
      limited to, directors and officers insurance coverage at least equal to the
      aggregate Subscription Amount. Neither the Company nor any of its Subsidiaries
      has received any notice of cancellation of any such insurance, nor, to the
      Company’s Knowledge, will it or any Subsidiary be unable to renew their
      respective existing insurance coverage as and when such coverage expires or
      to
      obtain similar coverage from similar insurers as may be necessary to continue
      its business without a significant increase in cost.

     

    (r) Transactions
      With Affiliates and Employees.
      Except
      as set forth in the SEC Reports, none of the executive officers or directors
      of
      the Company and, to the Company’s Knowledge, none of the employees of the
      Company is presently a party to any transaction with the Company or any
      Subsidiary (other than for services as employees, officers and directors) that
      would be required to be disclosed pursuant to Item 404 of Regulation S-K
      promulgated under the Securities Act. 

     

    (s) Internal
      Accounting Controls.
      The
      Company maintains 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
      GAAP and to maintain asset and liability accountability, (iii) access to assets
      or incurrence of liabilities is permitted only in accordance with management's
      general or specific authorization, and (iv) the recorded accountability for
      assets and liabilities is compared with the existing assets and liabilities
      at
      reasonable intervals and appropriate action is taken with respect to any
      differences. Since the most recently filed periodic report under the Exchange
      Act, there have been no changes in the Company’s internal control over financial
      reporting (as such term is defined in the Exchange Act) that have materially
      affected, or is reasonably likely to materially affect, the Company’s internal
      control over financial reporting.

     

    (t) Sarbanes-Oxley;
      Disclosure Controls.
      The
      Company is in compliance in all material respects with all of the provisions
      of
      the Sarbanes-Oxley Act of 2002 which are applicable to it, except where such
      noncompliance would not result or reasonably be expected to result in a Material
      Adverse Effect. The Company has established disclosure controls and procedures
      (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange
      Act)
      and
      designed such disclosure controls and procedures to ensure that information
      required to be disclosed by the Company in the reports it files or submits
      under
      the Exchange Act is recorded, processed, summarized and reported, within the
      time periods specified in the Commission’s rules and forms. The Company’s
      certifying officers have evaluated the effectiveness of the Company’s disclosure
      controls and procedures as of the end of the period covered by the Company’s
      most recently filed periodic report under the Exchange Act (such date, the
      “Evaluation Date”). The Company presented in its most recently filed periodic
      report under the Exchange Act the conclusions of the certifying officers about
      the effectiveness of the disclosure controls and procedures based on their
      evaluations as of the Evaluation Date. Since the Evaluation Date, there have
      been no changes in the Company’s internal control over financial reporting (as
      such term is defined in the Exchange Act) that has materially affected, or
      is
      reasonably likely to materially affect, the Company’s internal control over
      financial reporting.


    
      
        
        

      

      
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    (u) Certain
      Fees.
      No
      person or entity will have, as a result of the transactions contemplated by
      this
      Agreement, any valid right, interest or claim against or upon the Company or
      a
      Purchaser for any commission, fee or other compensation pursuant to any
      agreement, arrangement or understanding entered into by or on behalf of the
      Company, other than the Placement Agents with respect to the offer and sale
      of
      the Securities and as described in Schedule
      3.1(u)
      hereto
      (which fees are being paid by the Company). The Company shall indemnify, pay,
      and hold each Purchaser harmless against, any liability, loss or expense
      (including, without limitation, attorneys’ fees and out-of-pocket expenses)
      arising in connection with any such right, interest or claim.

     

    (v) Private
      Placement.
      Assuming the accuracy of the Purchasers’ representations and warranties set
      forth in Section 3.2 of this Agreement and the accuracy of the information
      disclosed in the accredited investor questionnaires provided by the Purchasers,
      no registration under the Securities Act is required for the offer and sale
      of
      the Securities by the Company to the Purchasers under the Transaction Documents.
      To the Company’s Knowledge, the issuance and sale of the Securities hereunder
      does not contravene the rules and regulations of the Trading Market.


     

    (w) Investment
      Company.
      The
      Company is not, and
      is
      not an Affiliate of, and
      immediately after receipt of payment for the Shares, will not be
      or be an
      Affiliate of,
      an
“investment company” within the meaning of the Investment Company Act of 1940,
as
      amended. The Company shall conduct its business in a manner so that it will
      not
      become subject to the Investment Company Act of 1940, as
      amended. 

     

    (x) Registration
      Rights.
      Other
      than each of the Purchasers or as set forth in Schedule 3.1(x) hereto, no Person
      has any right to cause the Company to effect the registration under the
      Securities Act of any securities of the Company other than those securities
      which are currently registered on an effective registration statement on file
      with the Commission. 

     

    (y) Listing
      and Maintenance Requirements.
      The
      Company’s Common Stock is registered pursuant to Section 12(b) or 12(g) of the
      Exchange Act, and the Company has taken no action designed to terminate the
      registration of the Common Stock under the Exchange Act, nor has the Company
      received any notification that the Commission is contemplating terminating
      such
      registration. The Company has not, in the 12 months preceding the date hereof,
      received written notice from any Trading Market on which the Common Stock is
      listed or quoted to the effect that the Company is not in compliance with the
      listing or maintenance requirements of such Trading Market. The Company is,
      and
      has no reason to believe that it will not in the foreseeable future continue
      to
      be in compliance with all listing and maintenance requirements of the Trading
      Market on the date hereof. 

     

    (z) Application
      of Takeover Protections; Rights Agreements.
      The
      Company and the Board of Directors have taken all necessary action, if any,
      in
      order to render inapplicable any control share acquisition, business
      combination, poison pill (including any distribution under a rights agreement)
      or other similar anti-takeover provision under the Company's charter documents
      or the laws of its state of incorporation that is or could reasonably be
      expected to become applicable to any of the Purchasers as a result of the
      Purchasers and the Company fulfilling their obligations or exercising their
      rights under the Transaction Documents, including, without limitation, the
      Company's issuance of the Securities and the Purchasers' ownership of the
      Securities. 

     

    (aa) Disclosure.
      Except
      as set forth on Schedule
      3.1(aa),
      the
      Company confirms that it has not provided, and to the Company’s Knowledge none
      of its officers or directors nor any other Person acting on its or their behalf
      has provided, and it has not authorized the Placement Agents to provide, any
      Purchaser or its respective agents or counsel with any information that it
      believes constitutes material, non-public information except insofar as the
      existence, provisions and terms of the Transaction Documents and the proposed
      transactions hereunder may constitute such information, all of which will be
      disclosed by the Company in the Press Release as contemplated by Section 4.6
      hereof. The Company understands and confirms that the Purchasers will rely
      on
      the foregoing representations in effecting transactions in securities of the
      Company.
      All
      disclosure furnished by or on behalf of the Company to the Purchasers regarding
      the Company, its business and the transactions contemplated hereby, including
      the Disclosure Schedules to this Agreement, is true and correct and does not
      contain any untrue statement of a material fact or omit to state any material
      fact necessary in order to make the statements made therein, in light of the
      circumstances under which they were made, not misleading. The Company
      acknowledges and agrees that no Purchaser makes or has made any
      representations or warranties with
      respect to the transactions contemplated hereby other than those specifically
      set forth in Section 3.2 hereof.


    
      
        
        

      

      
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    (bb) No
      Integrated Offering.
      Assuming the accuracy of the Purchasers’ representations and warranties set
      forth in Section 3.2, none of the Company, its Subsidiaries nor, to the
      Company’s Knowledge, any of its Affiliates or any Person acting on its behalf
      has, directly or indirectly, at any time within the past six months, made any
      offers or sales of any Company security or solicited any offers to buy any
      security under circumstances that would (i) eliminate the availability of the
      exemption from registration under Regulation D under the Securities Act in
      connection with the offer and sale by the Company of the Securities as
      contemplated hereby or (ii) cause the offering of the Securities pursuant to
      the
      Transaction Documents to be integrated with prior offerings by the Company
      for
      purposes of any applicable law, regulation or stockholder approval provisions,
      including, without limitation, under the rules and regulations of any Trading
      Market on which any of the securities of the Company are listed or
      designated.

     

    (cc) Tax
      Matters.
      The
      Company and each of its Subsidiaries (i) has prepared and filed all foreign,
      federal and state income and all other tax returns, reports and declarations
      required by any jurisdiction to which it is subject, (ii) 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, with respect to which adequate reserves have
      been
      set aside on the books of the Company and (iii) has set aside on its books
      provisions reasonably adequate for the payment of all taxes for periods
      subsequent to the periods to which such returns, reports or declarations apply,
      except, in the case of clauses (i) and (ii) above, where the failure to so
      pay
      or file any such tax, assessment, charge or return would not have or reasonably
      be expected to result in a Material Adverse Effect. There are no unpaid taxes
      in
      any material amount claimed to be due by the Company or any of its Subsidiaries
      by the taxing authority of any jurisdiction.

     

    (dd) No
      General Solicitation.
      Neither
      the Company nor, to the Company’s Knowledge, any person acting on behalf of the
      Company has offered or sold any of the Securities by any form of general
      solicitation or general advertising. 

     

    (ee) Off
      Balance Sheet Arrangements.
      There
      is no transaction, arrangement, or other relationship between the Company (or
      any Subsidiary) and an unconsolidated or other off balance sheet entity that
      is
      required to be disclosed by the Company in the SEC Reports and is not so
      disclosed and would have or reasonably be expected to result in a Material
      Adverse Effect.

     

    (ff) Foreign
      Corrupt Practices.
      Neither
      the Company, nor to the knowledge of the Company, any agent or other person
      acting on behalf of the Company, has (i) directly or indirectly, used any funds
      for unlawful contributions, gifts, entertainment or other unlawful expenses
      related to foreign or domestic political activity, (ii) made any unlawful
      payment to foreign or domestic government officials or employees or to any
      foreign or domestic political parties or campaigns from corporate funds, (iii)
      failed to disclose fully any contribution made by the Company (or made by any
      person acting on its behalf of which the Company is aware) which is in violation
      of law, or (iv) violated in any material respect any provision of the Foreign
      Corrupt Practices Act of 1977, as amended.


    
      
        
        

      

      
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    (gg) Acknowledgment
      Regarding Purchasers’ Purchase of Securities. 
      The Company acknowledges and agrees that each of the Purchasers is acting solely
      in the capacity of an arm’s length purchaser with respect to the Transaction
      Documents and the transactions contemplated hereby and thereby.  The
      Company further acknowledges that no Purchaser is acting as a financial advisor
      or fiduciary of the Company (or in any similar capacity) with respect to the
      Transaction Documents and the transactions contemplated thereby and any advice
      given by any Purchaser or any of their respective representatives or agents
      in
      connection with the Transaction Documents and the transactions contemplated
      thereby is merely incidental to the Purchasers’ purchase of the
      Securities. The Company further represents to each Purchaser that the
      Company’s decision to enter into this Agreement and the other Transaction
      Documents has been based solely on the independent evaluation of the
      transactions contemplated hereby by the Company and its
      representatives.

     

    (hh)  Acknowledgement
      Regarding Purchaser’s Trading Activity.
      Anything in this Agreement or elsewhere herein to the contrary notwithstanding
      (except for Sections 3.2(h) and 4.14 hereof), it is understood and acknowledged
      by the Company (i) that none of the Purchasers have been asked by the Company
      to
      agree, nor has any Purchaser agreed, to desist from purchasing or selling,
      long
      and/or short, securities of the Company, or “derivative” securities based on
      securities issued by the Company or to hold the Securities for any specified
      term; (ii) that past or future open market or other transactions by any
      Purchaser, specifically including, without limitation, Short Sales or
“derivative” transactions, before or after the closing of this or future private
      placement transactions, may negatively impact the market price of the Company’s
      publicly-traded securities; (iii) that any Purchaser, and counter-parties in
      “derivative” transactions to which any such Purchaser is a party, directly or
      indirectly, presently may have a “short” position in the Common Stock, and (iv)
      that each Purchaser shall not be deemed to have any affiliation with or control
      over any arm’s length counter-party in any “derivative” transaction. The Company
      further understands and acknowledges that (a) one or more Purchasers may engage
      in hedging activities at various times during the period that the Securities
      are
      outstanding, including, without limitation, during the periods that the value
      of
      the Warrant Shares deliverable with respect to Securities are being determined,
      and (b) such hedging activities (if any) could reduce the value of the existing
      stockholders’ equity interests in the Company at and after the time that the
      hedging activities are being conducted. The Company acknowledges that such
      aforementioned hedging activities do not constitute a breach of any of the
      Transaction Documents. 

     

    (ii) Regulation
      M Compliance.
      The
      Company has not, and to its knowledge no one acting on its behalf has, (i)
      taken, directly or indirectly, any action designed to cause or to result in
      the
      stabilization or manipulation of the price of any security of the Company to
      facilitate the sale or resale of any of the Securities, (ii) sold, bid for,
      purchased, or, paid any compensation for soliciting purchases of, any of the
      Securities in violation of Regulation M under the Exchange Act, or (iii) paid
      or
      agreed to pay to any Person any compensation for soliciting another to purchase
      any other securities of the Company, other than, in the case of clauses (ii)
      and
      (iii), compensation paid to the Company’s placement agent in connection with the
      placement of the Securities. 

     

    (jj) Form
      S-3 Eligibility.
      The
      Company is eligible to register the resale of the Securities for resale by
      the
      Purchaser on Form S-3 promulgated under the Securities Act.

     

    3.2 Representations
      and Warranties of the Purchasers.
      Each
      Purchaser hereby, for itself and for no other Purchaser, represents and warrants
      as of the date hereof and as of the Closing Date to the Company as
      follows:

     

    (a) Organization;
      Authority.
      Such
      Purchaser is an entity duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its organization with the requisite
      corporate or partnership power and authority to enter into and to consummate
      the
      transactions contemplated by the applicable Transaction Documents and otherwise
      to carry out its obligations hereunder and thereunder. The execution and
      delivery of this Agreement by such Purchaser and performance by such Purchaser
      of the transactions contemplated by this Agreement have been duly authorized
      by
      all necessary corporate or, if such Purchaser is not a corporation, such
      partnership, limited liability company or other applicable like action, on
      the
      part of such Purchaser. Each Transaction Document to which it is a party has
      been duly executed by such Purchaser, and when delivered by such Purchaser
      in
      accordance with the terms hereof, will constitute the valid and legally binding
      obligation of such Purchaser, enforceable against it in accordance with its
      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.


    
      
        
        

      

      
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    (b) No
      Conflicts.
      The
      execution, delivery and performance by such Purchaser of this Agreement and
      the
      Registration Rights Agreement and the consummation by such Purchaser of the
      transactions contemplated hereby and thereby will not (i) result in a violation
      of the organizational documents of such Purchaser, (ii) conflict with, or
      constitute a default (or an event which with notice or lapse of time or both
      would become a default) under, or give to others any rights of termination,
      amendment, acceleration or cancellation of, any agreement, indenture or
      instrument to which such Purchaser is a party, or (iii) result in a violation
      of
      any law, rule, regulation, order, judgment or decree (including federal and
      state securities laws) applicable to such Purchaser, except in the case of
      clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations
      which would not, individually or in the aggregate, reasonably be expected to
      have a material adverse effect on the ability of such Purchaser to perform
      its
      obligations hereunder.

     

    (c) Investment
      Intent.
      Such
      Purchaser understands that the Securities are “restricted securities” and have
      not been registered under the Securities Act or any applicable state securities
      law and is acquiring the Securities and, upon exercise of the Warrants, will
      acquire the Warrant Shares issuable upon exercise thereof as principal for
      its
      own account and not with a view to, or for distributing or reselling such
      Securities or any part thereof in violation of the Securities Act or any
      applicable state securities laws, provided,
      however,
      that by
      making the representations herein, such Purchaser does not agree to hold any
      of
      the Securities for any minimum period of time and reserves the right, subject
      to
      the provisions of this Agreement and the Registration Rights Agreement, at
      all
      times to sell or otherwise dispose of all or any part of such Securities or
      Warrant Shares pursuant to an effective registration statement under the
      Securities Act or under an exemption from such registration and in compliance
      with applicable federal and state securities laws. Such Purchaser is acquiring
      the Securities hereunder in the ordinary course of its business. Such Purchaser
      does not presently have any agreement, plan or understanding, directly or
      indirectly, with any Person to distribute or effect any distribution of any
      of
      the Securities (or any securities which are derivatives thereof) to or through
      any person or entity; such Purchaser is not a registered broker-dealer under
      Section 15 of the Exchange Act or an entity engaged in a business that would
      require it to be so registered as a broker-dealer.

     

    (d) Purchaser
      Status.
      At the
      time such Purchaser was offered the Securities, it was, and at the date hereof
      it is, and on each date on which it exercises the Warrants it will be, an
“accredited investor” as defined in Rule 501(a) under the Securities Act.


     

    (e) General
      Solicitation.
      Such
      Purchaser is not purchasing the Securities as a result of any advertisement,
      article, notice or other communication regarding the Securities published in
      any
      newspaper, magazine or similar media or broadcast over television or radio
      or
      presented at any seminar or any other general advertisement.

     

    (f) Experience
      of Such Purchaser.
      Such
      Purchaser, either alone or together with its representatives, has 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 Securities, and has so evaluated the merits and risks of such investment.
      Such Purchaser is able to bear the economic risk of an investment in the
      Securities and, at the present time, is able to afford a complete loss of such
      investment.


    
      
        
        

      

      
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    (g) Access
      to Information.
      Such
      Purchaser acknowledges that it has had the opportunity to review the Disclosure
      Materials and has been afforded (i) the opportunity to ask such questions as
      it
      has deemed necessary of, and to receive answers from, representatives of the
      Company concerning the terms and conditions of the offering of the Securities
      and the merits and risks of investing in the Securities; (ii) access to
      information about the Company and the Subsidiaries and their respective
      financial condition, results of operations, business, properties, management
      and
      prospects sufficient to enable it to evaluate its investment; and (iii) the
      opportunity to obtain such additional information that the Company possesses
      or
      can acquire without unreasonable effort or expense that is necessary to make
      an
      informed investment decision with respect to the investment. Neither such
      inquiries nor any other investigation conducted by or on behalf of such
      Purchaser or its representatives or counsel shall modify, amend or affect such
      Purchaser's right to rely on the truth, accuracy and completeness of the
      Disclosure Materials and the Company's representations and warranties contained
      in the Transaction Documents. Such Purchaser has sought such accounting, legal
      and tax advice as it has considered necessary to make an informed decision
      with
      respect to its acquisition of the Securities.

     

    (h) Certain
      Trading Activities.
      Other
      than with respect to the transactions contemplated herein, since the time that
      such Purchaser was first contacted by the Company, the Placement Agents or
      any
      other Person regarding the transactions contemplated hereby, neither the
      Purchaser nor any Affiliate of such Purchaser which (x) had knowledge of the
      transactions contemplated hereby, (y) has or shares discretion relating to
      such
      Purchaser’s investments or trading or information concerning such Purchaser’s
      investments, including in respect of the Securities, and (z) is subject to
      such
      Purchaser’s review or input concerning such Affiliate’s investments or trading
      (collectively, “Trading
      Affiliates”)
      has
      directly or indirectly, nor has any Person acting on behalf of or pursuant
      to
      any understanding with such Purchaser or Trading Affiliate, effected or agreed
      to effect any purchases or sales of the securities of the Company (including,
      without limitation, any Short Sales involving the Company’s securities).
      Notwithstanding the foregoing, in the case of a Purchaser and/or Trading
      Affiliate that is, individually or collectively, a multi-managed investment
      bank
      or vehicle whereby separate portfolio managers manage separate portions of
      such
      Purchaser's or Trading Affiliate’s assets and the portfolio managers have no
      direct knowledge of the investment decisions made by the portfolio managers
      managing other portions of such Purchaser's or Trading Affiliate’s assets, the
      representation set forth above shall apply only with respect to the portion
      of
      assets managed by the portfolio manager that have knowledge about the financing
      transaction contemplated by this Agreement. Other than to other Persons party
      to
      this Agreement, such Purchaser has maintained the confidentiality of all
      disclosures made to it in connection with this transaction (including the
      existence and terms of this transaction). Notwithstanding the foregoing, for
      avoidance of doubt, nothing contained herein shall constitute a representation
      or warranty, or preclude any actions, with respect to the identification of
      the
      availability of, or securing of, available shares to borrow in order to effect
      short sales or similar transactions in the future.

     

    (i) Brokers
      and Finders.
      No
      Person will have, as a result of the transactions contemplated by this
      Agreement, any valid right, interest or claim against or upon the Company or
      any
      Purchaser for any commission, fee or other compensation pursuant to any
      agreement, arrangement or understanding entered into by or on behalf of the
      Purchaser.

     

    (j) Independent
      Investment Decision.
      Such
      Purchaser has independently evaluated the merits of its decision to purchase
      Securities pursuant to the Transaction Documents, and such Purchaser confirms
      that it has not relied on the advice of any other Purchaser’s business and/or
      legal counsel in making such decision. Such Purchaser understands that nothing
      in this Agreement or any other materials presented by or on behalf of the
      Company to the Purchaser in connection with the purchase of the Securities
      constitutes legal, tax or investment advice. Such Purchaser has consulted such
      legal, tax and investment advisors as it, in its sole discretion, has deemed
      necessary or appropriate in connection with its purchase of the Securities.
      Such
      Purchaser understands that the Placement Agents have acted solely as the agents
      of the Company in this placement of the Securities and such Purchaser has not
      relied on the business or legal advice of the Placement Agents or any of their
      agents, counsel or Affiliates in making its investment decision hereunder,
      and
      confirms that none of such Persons has made any representations or warranties
      to
      such Purchaser in connection with the transactions contemplated by the
      Transaction Documents.


    
      
        
        

      

      
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    (k) Reliance
      on Exemptions.
      Such
      Purchaser understands that the Securities being offered and sold to it in
      reliance on specific exemptions from the registration requirements of United
      States federal and state securities laws and that the Company is relying in part
      upon the truth and accuracy of, and such Purchaser’s compliance with, the
      representations, warranties, agreements, acknowledgements and understandings
      of
      such Purchaser set forth herein in order to determine the availability of such
      exemptions and the eligibility of such Purchaser to acquire the
      Securities.

     

    (l) No
      Governmental Review.
      Such
      Purchaser understands that no United States federal or state agency or any
      other
      government or governmental agency has passed on or made any recommendation
      or
      endorsement of the Securities or the fairness or suitability of the investment
      in the Securities nor have such authorities passed upon or endorsed the merits
      of the offering of the Securities.

     

    (m) Regulation
      M.
      Such
      Purchaser is aware that the anti-manipulation rules of Regulation M under the
      Exchange Act may apply to sales of Common Stock and other activities with
      respect to the Common Stock by the Purchasers.

     

    (n) Beneficial
      Ownership.
      The
      purchase by such Purchaser of the Securities issuable to it at the Closing
      will
      not result in such Purchaser (individually or together with any other Person
      with whom such Purchaser has identified, or will have identified, itself as
      part
      of a “group” in a public filing made with the Commission involving the Company’s
      securities) acquiring, or obtaining the right to acquire, in excess of 19.999%
      of the outstanding shares of Common Stock or the voting power of the Company
      on
      a post-transaction basis that assumes that such Closing shall have occurred.
      Such Purchaser does not presently intend to, alone or together with others,
      make
      a public filing with the Commission to disclose that it has (or that it together
      with such other Persons have) acquired, or obtained the right to acquire, as
      a
      result of such Closing (when added to any other securities of the Company that
      it or they then own or have the right to acquire), in excess of 19.999% of
      the
      outstanding shares of Common Stock or the voting power of the Company on a
      post-transaction basis that assumes that each Closing shall have occurred.
      

     

    (o) Residency.
      Such
      Purchaser’s residence (if an individual) or offices in which its investment
      decision with respect to the Securities was made (if an entity) are located
      at
      the address immediately below such Purchaser’s name on its signature page
      hereto.

     

    The
      Company and each of the Purchasers acknowledge and agree that no party to this
      Agreement has made or makes any representations or warranties with respect
      to
      the transactions contemplated hereby other than those specifically set forth
      in
      this Article III and the Transaction Documents.

     

    ARTICLE
      IV

    OTHER
      AGREEMENTS OF THE PARTIES

     

    4.1 Transfer
      Restrictions.

     

    (a) Compliance
      with Laws.
      Notwithstanding any other provision of this Article IV, each Purchaser covenants
      that the Securities may be disposed of only pursuant to an effective
      registration statement under, and in compliance with the requirements of, the
      Securities Act, or pursuant to an available exemption from, or in a transaction
      not subject to, the registration requirements of the Securities Act, and in
      compliance with any applicable state and federal securities laws. In connection
      with any transfer of the Securities other than (i) pursuant to an effective
      registration statement, (ii) to the Company, (iii) pursuant to Rule 144
      (provided
      that the
      Purchaser provides the Company with reasonable assurances (in the form of seller
      and, if applicable, broker representation letters) that the securities may
      be
      sold pursuant to such rule) or (iv) in connection with a bona fide pledge as
      contemplated in Section 4.1(b), the Company may require the transferor thereof
      to provide to the Company an opinion of counsel selected by the transferor
      and
      reasonably acceptable to the Company, the form and substance of which opinion
      shall be reasonably satisfactory to the Company, to the effect that such
      transfer does not require registration of such transferred Securities under
      the
      Securities Act. As a condition of transfer, any such transferee shall agree
      in
      writing to be bound by the terms of this Agreement and the Registration Rights
      Agreement and shall have the rights of a Purchaser under this Agreement and
      the
      Registration Rights Agreement with respect to such transferred Securities.
      


    
      
        
        

      

      
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    (b) Legends.
      Certificates evidencing the Securities shall bear any legend as required by
      the
“blue sky” laws of any state and a restrictive legend in substantially the
      following form, until such time as they are not required under Section
      4.1(c):

     

    [NEITHER
      THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES
      HAVE BEEN REGISTERED] [THESE SECURITIES HAVE NOT BEEN REGISTERED] UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE
      SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
      OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
      THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM,
      OR
      IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
      ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS
      AS
      EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
      AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
      ACT.
      NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION
      WITH
      A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY
      THE
      SECURITIES. 

     

    The
      Company acknowledges and agrees that a Purchaser may from time to time pledge,
      and/or grant a security interest in, some or all of the legended Securities
      in
      connection with applicable securities laws, pursuant to a bona fide margin
      agreement in compliance with a bona fide margin loan. Such a pledge would not
      be
      subject to approval or consent of the Company and no legal opinion of legal
      counsel to the pledgee, secured party or pledgor shall be required in connection
      with the pledge, but such legal opinion shall be required in connection with
      a
      subsequent transfer or foreclosure following default by the Purchaser transferee
      of the pledge. No notice shall be required of such pledge, but Purchaser’s
      transferee shall promptly notify the Company of any such subsequent transfer
      or
      foreclosure. Each Purchaser acknowledges that the Company shall not be
      responsible for any pledges relating to, or the grant of any security interest
      in, any of the Securities or for any agreement, understanding or arrangement
      between any Purchaser and its pledgee or secured party. At the appropriate
      Purchaser’s expense, the Company will execute and deliver such reasonable
      documentation as a pledgee or secured party of Shares may reasonably request
      in
      connection with a pledge or transfer of the Shares, including the preparation
      and filing of any required prospectus supplement under Rule 424(b)(3) of the
      Securities Act or other applicable provision of the Securities Act to
      appropriately amend the list of Selling Stockholders thereunder. Each Purchaser
      acknowledges and agrees that, except as otherwise provided in Section 4.1(c),
      any Shares subject to a pledge or security interest as contemplated by this
      Section 4.1(b) shall continue to bear the legend set forth in this Section
      4.1(b) and be subject to the restrictions on transfer set forth in Section
      4.1(a).


    
      
        
        

      

      
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    (c) Removal
      of Legends.
      The
      legend set forth in Section 4.1(b) above shall be removed and the Company shall
      issue a certificate without such legend or any other legend to the holder of
      the
      applicable Securities upon which it is stamped or issue to such holder by
      electronic delivery at the applicable balance account at the Depository Trust
      Company (“DTC”),
      if
      (i) such Securities are registered for resale under the Securities Act (provided
      that, if
      the
      Purchaser is selling pursuant to the effective registration statement
      registering the Securities for resale, the
      Purchaser agrees to only sell such Securities during
      such time that such registration statement is effective and not withdrawn or
      suspended, and only as
      permitted by such registration statement, (ii) such Securities are sold or
      transferred pursuant to Rule 144 (if the transferor is not an Affiliate of
      the
      Company), or (iii) such Securities are eligible for sale under Rule 144, without
      the requirement for the Company to be in compliance with the current public
      information required under Rule 144 as to such securities and without volume
      or
      manner-of-sale restrictions. Following the earlier of (i) the Effective Date
      or
      (ii) Rule 144 becoming available for the resale of Shares or Warrant Shares,
      without the requirement for the Company to be in compliance with the current
      public information required under Rule 144 as to such securities and without
      volume or manner-of-sale restrictions, the Company shall deliver to the Transfer
      Agent irrevocable instructions that the Transfer Agent shall reissue a
      certificate representing the applicable Shares or issue a certificate
      representing the applicable Warrant Shares without legend upon receipt by the
      Transfer Agent of the legended certificates for such Shares. Any fees (with
      respect to the Transfer Agent or otherwise) associated with the removal of
      such
      legend shall be borne by the Company. Following the Effective Date, or at such
      earlier time as a legend is no longer required for certain Securities, the
      Company will no later than three (3) Trading Days following the delivery by
      a
      Purchaser to the Company or the Transfer Agent (with notice to the Company)
      of
      (i) a legended certificate representing such Shares or Warrant Shares (endorsed
      or with stock powers attached, signatures guaranteed, and otherwise in form
      necessary to affect the reissuance and/or transfer) or (ii) an Exercise Notice
      in the manner stated in the Warrants to effect the exercise of such Warrant
      in
      accordance with its terms and an opinion of counsel to the extent required
      by
      Section 4.1(a), (such third Trading Day, the “Legend
      Removal Date”)
      deliver or cause to be delivered to such Purchaser a certificate representing
      such Securities that is free from all restrictive and other legends. The Company
      may not make any notation on its records or give instructions to the Transfer
      Agent that enlarge the restrictions on transfer set forth in this Section.
      Certificates for Shares or Warrant Shares subject to legend removal hereunder
      may be transmitted by the Transfer Agent to the Purchasers by crediting the
      account of the Purchaser’s prime broker with DTC as directed by such
      Purchaser.

     

    (d) Irrevocable
      Transfer Agent Instructions. 
      The
      Company shall issue irrevocable instructions to its transfer agent, and any
      subsequent transfer agent, in the form of Exhibit
      E
      attached
      hereto (the “Irrevocable
      Transfer Agent Instructions”).
      The
      Company represents and warrants that no instruction other than the Irrevocable
      Transfer Agent Instructions referred to in this Section 4.1(d) (or instructions
      that are consistent therewith) will be given by the Company to its transfer
      agent in connection with this Agreement, and that the Securities shall otherwise
      be freely transferable on the books and records of the Company as and to the
      extent provided in this Agreement and the other Transaction Documents and
      applicable law. The Company acknowledges that a breach by it of its obligations
      under this Section 4.1(d) will cause irreparable harm to a Purchaser.
      Accordingly, the Company acknowledges that the remedy at law for a breach of
      its
      obligations under this Section 4.1(d) will be inadequate and agrees, in the
      event of a breach or threatened breach by the Company of the provisions of
      this
      Section 4.1(d), that a Purchaser shall be entitled, in addition to all other
      available remedies, to an order and/or injunction restraining any breach and
      requiring immediate issuance and transfer, without the necessity of showing
      economic loss and without any bond or other security being
      required.

     

    
      
        
        

      

      
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    (e) Acknowledgement.
      Each
      Purchaser hereunder acknowledges its primary responsibilities under the
      Securities Act and accordingly will not sell or otherwise transfer the Shares,
      the Warrants or the Warrant Shares or any interest therein without complying
      with the requirements of the Securities Act. While the above-referenced
      registration statement remains effective, each Purchaser hereunder may sell
      the
      Shares and Warrant Shares in accordance with the plan of distribution contained
      in the registration statement and if it does so it will comply therewith and
      with the related prospectus delivery requirements unless an exemption therefrom
      is available. Each Purchaser, severally and not jointly with the other
      Purchasers, agrees that if it is notified by the Company in writing at any
      time
      that the registration statement registering the resale of the Shares or the
      Warrant Shares is not effective or that the prospectus included in such
      registration statement no longer complies with the requirements of Section
      10 of
      the Securities Act, the Purchaser will refrain from selling such Shares and
      Warrant Shares until such time as the Purchaser is notified by the Company
      that
      such registration statement is effective or such prospectus is compliant with
      Section 10 of the Exchange Act, unless such Purchaser is able to, and does,
      sell
      such Shares or Warrant Shares pursuant to an available exemption from the
      registration requirements of Section 5 of the Securities Act. Both the Company
      and its Transfer Agent, and their respective directors, officers, employees
      and
      agents, may rely on this subsection (e) and each Purchaser hereunder will
      indemnify and hold harmless each of such persons from any breaches or violations
      of this paragraph.

     

    (f) Buy-In.
      If the
      Company shall fail for any reason or for no reason to issue to a Purchaser
      unlegended certificates within three (3) Trading Days of receipt of all
      documents necessary for the removal of the legend set forth above, including
      but
      not limited to the signed and completed Certificate of Sale (the “Deadline
      Date”),
      then,
      in addition to all other remedies available to such Purchaser, if on or after
      the Business Day immediately following such three (3) Trading Day period, such
      Purchaser purchases (in an open market transaction or otherwise) shares of
      Common Stock to deliver in satisfaction of a sale by the holder of shares of
      Common Stock that such Purchaser anticipated receiving from the Company without
      any restrictive legend (a “Buy-In”),
      then
      the Company shall, within three (3) Trading Days after such Purchaser’s request
      and in such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in
      an amount equal to such Purchaser’s total purchase price (including brokerage
      commissions, if any) for the shares of Common Stock so purchased (the
“Buy-In
      Price”),
      at
      which point the Company’s obligation to deliver such certificate (and to issue
      such shares of Common Stock) shall terminate, or (ii) promptly honor its
      obligation to deliver to such Purchaser a certificate or certificates
      representing such shares of Common Stock and pay cash to the Purchaser in an
      amount equal to the excess (if any) of the Buy-In Price over the product of
      (a)
      such number of shares of Common Stock, times (b) the Closing Bid Price on the
      Deadline Date. 

     

    4.2 Reservation
      of Common Stock.
      The
      Company shall take all action necessary to at all times have authorized, and
      reserved for the purpose of issuance from and after the Closing Date, the number
      of shares of Common Stock issuable upon exercise of the Warrants issued at
      the
      Closing (without taking into account any limitations on exercise of the Warrants
      set forth in the Warrants).

     

    4.3 Acknowledgment
      of Dilution.
      The
      Company acknowledges that the issuance of the Shares may result in dilution
      of
      the outstanding shares of Common Stock, which dilution may be substantial under
      certain market conditions. The Company further acknowledges that its obligations
      under the Transaction Documents, including without limitation its obligation
      to
      issue the Shares pursuant to the Transaction Documents, are unconditional and
      absolute and not subject to any right of set off, counterclaim, delay or
      reduction, regardless of the effect of any such dilution or any claim the
      Company may have against any Purchaser and regardless of the dilutive effect
      that such issuance may have on the ownership of the other shareholders of the
      Company.

     

    4.4 Furnishing
      of Information.
      In
      order to enable the Purchasers to sell the Securities under Rule 144 of the
      Securities Act, for a period of twelve (12) months from the Closing, the Company
      shall use its commercially reasonable efforts to 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
      the Exchange Act. During such 12-month period, if the Company is not required
      to
      file reports pursuant to the Exchange Act, it will prepare and furnish to the
      Purchasers and make publicly available in accordance with Rule 144(c) such
      information as is required for the Purchasers to sell the Securities under
      Rule
      144. 

     

    
      
        
        

      

      
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    4.5 No
      Integration.
      The
      Company shall not, and shall use its commercially reasonable efforts to ensure
      that no Affiliate of the Company shall, 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 will be integrated with the offer or sale of
      the
      Securities in a manner that would require the registration under the Securities
      Act of the sale of the Securities to the Purchasers, or that will be integrated
      with the offer or sale of the Securities for purposes of the rules and
      regulations of any Trading Market such that it would require stockholder
      approval prior to the closing of such other transaction unless stockholder
      approval is obtained before the closing of such subsequent
      transaction.

     

    4.6 Securities
      Laws Disclosure; Publicity.
      By 9:00
      a.m., New York City time, on the Trading Day immediately following the date
      hereof, the Company shall issue a press release (the “Press
      Release”)
      reasonably acceptable to the Placement Agents disclosing all material terms
      of
      the transactions contemplated hereby. On or before 5:30 p.m., New York City
      time, on the fourth Trading Day immediately following the execution of this
      Agreement, the Company will file a Current Report on Form 8-K with the
      Commission describing the terms of the Transaction Documents (and including
      as
      exhibits to such Current Report on Form 8-K the material Transaction Documents
      (including, without limitation, this Agreement, the form of Warrant and the
      Registration Rights Agreement)). Notwithstanding the foregoing, the Company
      shall not publicly disclose the name of any Purchaser or an Affiliate of any
      Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser
      in any press release or filing with the Commission (other than the Registration
      Statement) or any regulatory agency or Trading Market, without the prior written
      consent of such Purchaser, except (i) as required by federal securities law
      in
      connection with (A) any registration statement contemplated by the Registration
      Rights Agreement and (B) the filing of final Transaction Documents (including
      signature pages thereto) with the Commission and (ii) to the extent such
      disclosure is required by law, request of the Staff of the Commission or Trading
      Market regulations, in which case the Company shall provide the Purchasers
      with
      prior written notice of such disclosure permitted under this subclause (ii).
      From and after the issuance of the Press Release, no Purchaser shall be in
      possession of any material, non-public information received from the Company,
      any Subsidiary or any of their respective officers, directors, employees or
      agents, that is not disclosed in the Press Release unless a Purchaser shall
      have
      executed a written agreement regarding the confidentiality and use of such
      information. Each Purchaser, severally and not jointly with the other
      Purchasers, covenants that until such time as the transactions contemplated
      by
      this Agreement are required to be publicly disclosed by the Company as described
      in this Section 4.6, such Purchaser will maintain the confidentiality of all
      disclosures made to it in connection with this transaction (including the
      existence and terms of this transaction). 

     

    4.7 Shareholder
      Rights Plan.
      No
      claim will be made or enforced by the Company or, with the consent of the
      Company, any other Person, that any Purchaser is an “Acquiring Person” under any
      control share acquisition, business combination, poison pill (including any
      distribution under a rights agreement) or similar anti-takeover plan or
      arrangement in effect or hereafter adopted by the Company, or that any Purchaser
      could be deemed to trigger the provisions of any such plan or arrangement,
      in
      either case solely by virtue of receiving Shares under the Transaction Documents
      or under any other written agreement between the Company and the Purchasers;
      provided, however, that no such Purchaser owns any equity in the Company prior
      to its purchase of the Shares hereunder. 

     

    4.8 Non-Public
      Information.
      Except
      with respect to the material terms and conditions of the transactions
      contemplated by the Transaction Documents, including this Agreement, or as
      expressly required by any applicable securities law, the Company covenants
      and
      agrees that neither it, nor any other Person acting on its behalf, will provide
      any Purchaser or its agents or counsel with any information regarding the
      Company that the Company believes constitutes material non-public information
      without the express written consent of such Purchaser, unless prior thereto
      such
      Purchaser shall have executed a written agreement regarding the confidentiality
      and use of such information. The Company understands and confirms that each
      Purchaser shall be relying on the foregoing covenant in effecting transactions
      in securities of the Company.

     

    
      
        
        

      

      
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    4.9 Use
      of
      Proceeds.
      The
      Company shall use the net proceeds from the sale of the Securities hereunder
      for
      working capital and general corporate purposes.

     

    4.10 Indemnification
      of Purchasers.
      Subject
      to the provisions of this Section 4.10, the Company will indemnify and hold
      each Purchaser and its directors, officers, shareholders, members, partners,
      employees and agents (and any other Persons with a functionally equivalent
      role
      of a Person holding such titles notwithstanding a lack of such title or any
      other title), each Person who controls such Purchaser (within the meaning of
      Section 15 of the Securities Act and Section 20 of the Exchange Act),
      and the directors, officers, shareholders, agents, members, partners or
      employees (and any other Persons with a functionally equivalent role of a Person
      holding such titles notwithstanding a lack of such title or any other title)
      of
      such controlling persons (each, a “Purchaser
      Party”)
      harmless from any and all losses, liabilities, obligations, claims,
      contingencies, damages, costs and expenses, including all judgments, amounts
      paid in settlements, court costs and reasonable attorneys’ fees and costs of
      investigation that any such Purchaser Party may suffer or incur as a result
      of
      or relating to (a) any breach of any of the representations, warranties,
      covenants or agreements made by the Company in this Agreement or in the other
      Transaction Documents or (b) any action instituted against a Purchaser, or
      any
      of them or their respective Affiliates, by any stockholder of the Company who
      is
      not an Affiliate of such Purchaser, with respect to any of the transactions
      contemplated by the Transaction Documents (unless such action is based upon
      a
      breach of such Purchaser’s representations, warranties or covenants under the
      Transaction Documents or any agreements or understandings such Purchaser may
      have with any such stockholder or any violations by the Purchaser of state
      or
      federal securities laws or any conduct by such Purchaser which constitutes
      fraud, gross negligence, willful misconduct or malfeasance). Promptly after
      receipt by any Person (the “Indemnified
      Person”)
      of
      notice of any demand, claim or circumstances which would or might give rise
      to a
      claim or the commencement of any action, proceeding or investigation in respect
      of which indemnity may be sought pursuant to this Section, such Indemnified
      Person shall promptly notify the Company in writing and the Company shall assume
      the defense thereof, including the employment of counsel reasonably satisfactory
      to such Indemnified Person, and shall assume the payment of all fees and
      expenses; provided, however , that the failure of any Indemnified Person so
      to
      notify the Company shall not relieve the Company of its obligations hereunder
      except to the extent that the Company is actually and materially prejudiced
      by
      such failure to notify. In any such proceeding, any Indemnified Person shall
      have the right to retain its own counsel, but the fees and expenses of such
      counsel shall be at the expense of such Indemnified Person unless: (i) the
      Company and the Indemnified Person shall have mutually agreed to the retention
      of such counsel; (ii) the Company shall have failed promptly to assume the
      defense of such proceeding and to employ counsel reasonably satisfactory to
      such
      Indemnified Person in such proceeding; or (iii) in the reasonable judgment
      of
      counsel to such Indemnified Person, representation of both parties by the same
      counsel would be inappropriate due to actual or potential differing interests
      between them. The Company shall not be liable for any settlement of any
      proceeding effected without its written consent, which consent shall not be
      unreasonably withheld, delayed or conditioned. Without the prior written consent
      of the Indemnified Person, which consent shall not be unreasonably withheld,
      delayed or conditioned, the Company shall not effect any settlement of any
      pending or threatened proceeding in respect of which any Indemnified Person
      is
      or could have been a party and indemnity could have been sought hereunder by
      such Indemnified Party, unless such settlement includes an unconditional release
      of such Indemnified Person from all liability arising out of such
      proceeding.

     

    4.11 Listing
      of Securities.
      In the
      time and manner required by the Trading Market, the Company shall prepare and
      file with such Trading Market an additional shares listing application covering
      all of the Shares and shall use its commercially reasonable efforts to take
      all
      steps necessary to cause all of the Shares to be approved for listing on the
      Trading Market as promptly as possible thereafter. 

     

    
      
        
        

      

      
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    4.12 Form D;
      Blue Sky.
      The
      Company agrees to timely file a Form D with respect to the Shares as
      required under Regulation D and to provide a copy thereof, promptly upon
      the written request of any Purchaser. The Company, on or before the Closing
      Date, shall take such action as the Company shall reasonably determine is
      necessary in order to obtain an exemption for or to qualify the Securities
      for
      sale to the Purchasers at the Closing pursuant to this Agreement under
      applicable securities or “Blue Sky” laws of the states of the United States (or
      to obtain an exemption from such qualification) and shall provide evidence
      of
      such actions promptly upon the written request of any Purchaser. 

     

    4.13 Delivery
      of Shares After Closing .
      The
      Company shall use its reasonable commercial efforts to deliver, or cause to
      be
      delivered, the respective Shares purchased by each Purchaser to such Purchaser
      within three (3) Trading Days of the Closing Date.

     

    4.14 Dispositions
      and Confidentiality After The Date Hereof.
      Such
      Purchaser shall not, and shall cause its Trading Affiliates not to, engage,
      directly or indirectly, in any transactions in the Company’s securities
      (including, without limitation, any Short Sales involving the Company’s
      securities) during the period from the date hereof until the earlier of such
      time as (i) the transactions contemplated by this Agreement are first required
      to be publicly announced as described in Section 4.6 or (ii) this Agreement
      is
      terminated in full pursuant to Section 6.17. Each Purchaser, severally and
      not
      jointly with the other Purchasers, covenants that until such time as the
      transactions contemplated by this Agreement are publicly disclosed by the
      Company as described in Section 4.6, such Purchaser will maintain the
      confidentiality of the existence and terms of this transaction and the
      information included in the Transaction Documents and Disclosure Schedules.
      Notwithstanding the foregoing, no Purchaser makes any representation, warranty
      or covenant hereby that it will not engage in Short Sales in the securities
      of
      the Company after the time that the transactions contemplated by this Agreement
      are first publicly announced as described in Section 4.6; provided, however,
      each Purchaser agrees, severally and not jointly with any Purchasers, that
      they
      will not enter into any Net Short Sales (as hereinafter defined) from the period
      commencing on the Closing Date and ending on the earliest of (x) the
      Effectiveness Date of the Initial Registration Statement, (y) the 24 month
      anniversary of the Closing Date or (z) the date that such Purchaser no longer
      holds any Securities. For purposes of this Section 4.14, a “Net Short Sale” by
      any Purchaser shall mean a sale of Common Stock by such Purchaser that is marked
      as a short sale and that is made at a time when there is no equivalent
      offsetting long position in Common Stock held by such Purchaser. For purposes
      of
      determining whether there is an equivalent offsetting position in Common Stock
      held by the Purchaser, Warrant Shares that have not yet been exercised pursuant
      to the Warrants shall be deemed to be held long by the Purchaser, and the amount
      of shares of Common Stock held in a long position shall be all Shares and
      unexercised Warrant Shares (ignoring any exercise limitations included therein)
      issuable to such Purchaser on such date, plus any shares of Common Stock or
      Common Stock Equivalents otherwise then held by such Purchaser. Notwithstanding
      the foregoing, in the event that a Purchaser is a multi-managed investment
      vehicle whereby separate portfolio managers manage separate portions of such
      Purchaser's assets and the portfolio managers have no direct knowledge of the
      investment decisions made by the portfolio managers managing other portions
      of
      such Purchaser's assets, the representation set forth above shall apply only
      with respect to the portion of assets managed by the portfolio manager that
      have
      knowledge about the financing transaction contemplated by this Agreement.
      Moreover, notwithstanding the foregoing, in the event that a Purchaser has
      sold
      Shares pursuant to Rule 144 prior to the Effectiveness Date of the Initial
      Registration Statement and the Company has failed to deliver certificates
      without legends prior to the settlement date for such sale (assuming that such
      certificates meet the requirements set forth in Section 4.1(c) for the removal
      of legends), the provisions of this Section 4.14 shall not prohibit the
      Purchaser from entering into Net Short Sales for the purpose of delivering
      shares of Common Stock in settlement of such sale. Each Purchaser understands
      and acknowledges, severally and not jointly with any other Purchaser, that
      the
      Commission currently takes the position that covering a short position
      established prior to effectiveness of a resale registration statement with
      shares included in such registration statement would be a violation of Section
      5
      of the Securities Act, as set forth in Item 65, Section 5 under Section A,
      of
      the Manual of Publicly Available Telephone Interpretations, dated July 1997,
      compiled by the Office of Chief Counsel, Division of Corporation
      Finance.

     

    
      
        
        

      

      
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    4.15 Subsequent
      Equity Sales.
      From
      the date hereof until 30 days after the Effective Date, neither the Company
      nor
      any Subsidiary shall issue shares of Common Stock or Common Stock Equivalents;
      provided,
      however,
      the 30
      day period set forth in this Section 4.15 shall be extended for the number
      of
      Trading Days during such period in which (i) trading in the Common Stock is
      suspended by any Trading Market, or (ii) following the Effective Date, the
      Registration Statement is not effective or the prospectus included in the
      Registration Statement may not be used by the Purchasers for the resale of
      the
      Shares and Warrant Shares. Notwithstanding the foregoing, in no event shall
      this
      Section 4.15 prohibit the Company from issuing shares of Common Stock or Common
      Stock Equivalents (i) in connection with acquisitions or strategic transactions
      approved by a majority of the disinterested directors of the Company, provided
      that any such issuance shall only be to a Person which is, itself or through
      its
      subsidiaries, an operating company in a business synergistic with the business
      of the Company and in which the Company receives benefits in addition to the
      investment of funds, but shall not include a transaction in which the Company
      is
      issuing securities primarily for the purpose of raising capital or to an entity
      whose primary business is investing in securities, (ii) upon the exercise of
      any
      options or warrants outstanding on the date hereof, (iii) upon the exercise
      of
      the Warrants or (iv) to employees, directors or consultants pursuant to any
      stock option or equity incentive plan.

     

    4.16 Adverse
      Changes.
      Since
      the date of execution of this Agreement, no event or series of events shall
      have
      occurred that has had or would reasonably be expected to have a Material Adverse
      Effect.

     

    ARTICLE
      V

    CONDITIONS
      PRECEDENT TO CLOSING

    


    5.1 Conditions
      Precedent to the Obligations of the Purchasers to Purchase
      Securities.
      The
      obligation of each Purchaser to acquire Securities at the Closing is subject
      to
      the fulfillment to such Purchaser’s satisfaction, on or prior to the Closing
      Date, of each of the following conditions, any of which may be waived by such
      Purchaser (as to itself only):

     

    (a) Representations
      and Warranties.
      The
      representations and warranties of the Company contained herein shall be true
      and
      correct in all material respects (except for those representations and
      warranties which are qualified as to materiality, in which case such
      representations and warranties shall be true and correct in all respects) as
      of
      the date when made and as of the Closing Date, as though made on and as of
      such
      date, except for such representations and warranties that speak as of a specific
      date. 

     

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

     

    (c) No
      Injunction.
      No
      statute, rule, regulation, executive order, decree, ruling or injunction shall
      have been enacted, entered, promulgated or endorsed by any court or governmental
      authority of competent jurisdiction that prohibits the consummation of any
      of
      the transactions contemplated by the Transaction Documents.

     

    (d) Consents.
      The
      Company shall have obtained in a timely fashion any and all consents, permits,
      approvals, registrations and waivers necessary for consummation of the purchase
      and sale of the Securities at the Closing (including all Required Approvals),
      all of which shall be and remain so long as necessary in full force and
      effect.

     

    
      
        
        

      

      
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    (e) Listing.
      The
      Nasdaq Global Market shall have approved the Listing of Additional Shares
      application for the Shares and Warrant Shares.

     

    (f) No
      Suspensions of Trading in Common Stock.
      The
      Common Stock shall not have been suspended, as of the Closing Date, by the
      Commission or the Principal Trading Market from trading on the Principal Trading
      Market nor shall suspension by the Commission or the Principal Trading Market
      have been threatened, as of the Closing Date, either (A) in writing by the
      Commission or the Principal Trading Market or (B) by falling below the minimum
      listing maintenance requirements of the Principal Trading Market.

     

    (g) Company
      Deliverables.
      The
      Company shall have delivered the Company Deliverables in accordance with Section
      2.2(a). 

     

    (h) Compliance
      Certificate.
      The
      Company shall have delivered to each Purchaser a certificate, dated as of the
      Closing Date and signed by its Chief Executive Officer or its Chief Financial
      Officer, dated as of the Closing Date, certifying to the fulfillment of the
      conditions specified in Sections 5.1(a) and (b) in the form attached hereto
      as
      Exhibit G.

     

    (i) Minimum
      Condition.
      The
      Company shall have received an amount on the Closing Date pursuant to Section
      2.1(c)(2) hereof, as payment for the balance of the aggregate purchase price
      proceeds after payment of fees and expenses to the Placement Agents, of no
      less
      than $25 million.

     

    (j) Termination. This
      Agreement shall not have been terminated as to such Purchaser in accordance
      with
      Section 6.17 herein.

     

    5.2 Conditions
      Precedent to the Obligations of the Company to sell Securities.
      The
      Company's obligation to sell and issue the Securities at the Closing to the
      Purchasers is subject to the fulfillment to the satisfaction of the Company
      on
      or prior to the Closing Date of the following conditions, any of which may
      be
      waived by the Company:

     

    (a) Representations
      and Warranties.
      The
      representations and warranties made by the Purchasers in Section 3.2 hereof
      shall be true and correct in all material respects as of the date when made,
      and
      as of the Closing Date as though made on and as of such date, except for
      representations and warranties that speak as of a specific date.

     

    (b) Performance.
      Such
      Purchaser shall have performed, satisfied and complied in all material respects
      with all covenants, agreements and conditions required by the Transaction
      Documents to be performed, satisfied or complied with by such Purchaser at
      or
      prior to the Closing Date.

     

    (c) No
      Injunction.
      No
      statute, rule, regulation, executive order, decree, ruling or injunction shall
      have been enacted, entered, promulgated or endorsed by any court or governmental
      authority of competent jurisdiction that prohibits the consummation of any
      of
      the transactions contemplated by the Transaction Documents.

     

    (d) Consents.
      The
      Company shall have obtained in a timely fashion any and all consents, permits,
      approvals, registrations and waivers necessary for consummation of the purchase
      and sale of the Securities, all of which shall be and remain so long as
      necessary in full force and effect. 

     

    (e) Purchasers
      Deliverables.
      Such
      Purchaser shall have delivered its Purchaser Deliverables in accordance with
      Section 2.2(b).

     

    (f) Listing.
      The
      Nasdaq Global Market shall have approved the Listing of Additional Shares
      application for the Shares and Warrant Shares.

     

    
      
        
        

      

      
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    (g) Termination. This
      Agreement shall not have been terminated as to such Purchaser in accordance
      with
      Section 6.17 herein.

     

    ARTICLE
      VI

    MISCELLANEOUS

     

    6.1 Fees
      and Expenses.
      Except
      as otherwise expressly set forth in the Company’s engagement letter with the
      Placement Agents, the Company and the Purchasers shall each pay the fees and
      expenses of their respective advisers, counsel, accountants and other experts,
      if any, and all other expenses incurred by such party in connection with the
      negotiation, preparation, execution, delivery and performance of this Agreement.
      The Company shall pay all Transfer Agent fees, stamp taxes and other taxes
      and
      duties levied in connection with the sale and issuance of the Securities to
      the
      Purchasers. 

     

    6.2 Entire
      Agreement.
      The
      Transaction Documents, together with the exhibits and schedules thereto, contain
      the entire understanding of the parties with respect to the subject matter
      hereof and supersede all prior agreements, understandings, discussions and
      representations, oral or written, with respect to such matters, which the
      parties acknowledge have been merged into such documents, exhibits and
      schedules. At or after the Closing, and without further consideration, the
      Company and the Purchasers will execute and deliver to the other such further
      documents as may be reasonably requested in order to give practical effect
      to
      the intention of the parties under the Transaction Documents.

     

    6.3 Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given and effective
      on the earliest of (a) the date of transmission, if such notice or communication
      is delivered via facsimile (provided the sender receives a machine-generated
      confirmation of successful transmission) at the facsimile number specified
      in
      this Section prior to 5:00 p.m., New York City time, on a Trading Day, (b)
      the
      next Trading Day after the date of transmission, if such notice or communication
      is delivered via facsimile at the facsimile number specified in this Section
      on
      a day that is not a Trading Day or later than 5:00 p.m., New York City time,
      on
      any Trading Day, (c) the Trading Day following the date of mailing, if sent
      by
      U.S. nationally recognized overnight courier service with next day delivery
      specified, or (d) upon actual receipt by the party to whom such notice is
      required to be given. The address for such notices and communications shall
      be
      as follows:

    

      
        	
                If to the Company:

              	     	
                Micromet,
                  Inc.

              
	 	 	
                6707
                  Democracy Blvd.

              
	 	 	
                Suite
                  505

              
	 	 	
                Bethesda,
                  MD 20817

              
	 	 	
                Telephone
                  No.: 240-752-1431

              
	 	 	
                Facsimile
                  No.: 240-752-1425

              
	 	 	
                Attention:
                  Matthias Alder

              
	 	 	
                E-mail:
                  matthias.alder@micromet-inc.com

              
	 	 	 
	
                With
                  a copy to:

              	 	
                Cooley
                  Godward Kronish LLP

              
	 	 	
                One
                  Freedom Square

              
	 	 	
                Reston
                  Town Center

              
	 	 	
                11951
                  Freedom Drive

              
	 	 	
                Reston,
                  VA 20190

              
	 	 	
                Telephone
                  No.: 703-456-8006

              
	 	 	
                Facsimile
                  No.: 703-456-8100

              
	 	 	
                Attention:
                  Christian E. Plaza

              
	 	 	
                E-mail:
                  cplaza@cooley.com

              
	 	 	 
	
                If
                  to a Purchaser:

              	 	
                To
                  the address set forth under such Purchaser’s name on the signature page
                  hereof;

              


      

    

     

    or
      such
      other address as may be designated in writing hereafter, in the same manner,
      by
      such Person.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    


    6.4 Amendments;
      Waivers; No Additional Consideration.
      No
      provision of this Agreement may be waived, modified, supplemented or amended
      except in a written instrument signed, in the case of an amendment, by the
      Company and the Purchasers holding or having the right to acquire at least
      sixty-six and two-thirds percent (66 2/3%) of the Shares and the Warrant Shares
      on a fully-diluted basis at the time of such amendment 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 subsequent default or a waiver of any other provision, condition
      or requirement hereof, nor shall any delay or omission of either party to
      exercise any right hereunder in any manner impair the exercise of any such
      right. No consideration shall be offered or paid to any Purchaser to amend
      or
      consent to a waiver or modification of any provision of any Transaction Document
      unless the same consideration is also offered to all Purchasers who then hold
      Securities.

     

    6.5 Construction.
      The
      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. The language used in this Agreement will be deemed to be the language
      chosen by the parties to express their mutual intent, and no rules of strict
      construction will be applied against any party. This Agreement shall be
      construed as if drafted jointly by the parties, and no presumption or burden
      of
      proof shall arise favoring or disfavoring any party by virtue of the authorship
      of any provisions of this Agreement or any of the Transaction
      Documents.

     

    6.6 Successors
      and Assigns.
      The
      provisions of this Agreement shall inure to the benefit of and be binding upon
      the parties and their successors and permitted assigns. This Agreement, or
      any
      rights or obligations hereunder, may not be assigned by the Company without
      the
      prior written consent of Purchasers
      holding or having the right to acquire a majority of the Shares and the Warrant
      Shares on a fully-diluted basis at the time of such consent.
      Any
      Purchaser may assign its rights hereunder in whole or in part to any Person
      to
      whom such Purchaser assigns or transfers any Securities in compliance with
      the
      Transaction Documents and applicable law, provided such transferee shall agree
      in writing to be bound, with respect to the transferred Securities, by the
      terms
      and conditions of this Agreement that apply to the “Purchasers”.

     

    6.7 No
      Third-Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      successors and permitted assigns and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person, except (i) the Placement
      Agents are intended third party beneficiaries of Article III hereof and
      (ii)
      each Purchaser Party is an intended third party beneficiary of Section
      4.9.

     

    6.8 Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of 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 agrees that all Proceedings
      concerning the interpretations, enforcement and defense of the transactions
      contemplated by this Agreement and any other Transaction Documents (whether
      brought against a party hereto or its respective Affiliates, employees or
      agents) shall be commenced exclusively in the New York Courts. Each party hereto
      hereby irrevocably submits to the exclusive jurisdiction of the New York Courts
      for the adjudication of any dispute hereunder or in connection herewith or
      with
      any transaction contemplated hereby or discussed herein (including with respect
      to the enforcement of any of the Transaction Documents), and hereby irrevocably
      waives, and agrees not to assert in any Proceeding, any claim that it is not
      personally subject to the jurisdiction of any such New York Court, or that
      such
      Proceeding has been commenced in an improper or inconvenient forum. Each party
      hereto hereby irrevocably waives personal service of process and consents to
      process being served in any such Proceeding by mailing a copy thereof via
      registered or certified mail or overnight delivery (with evidence of delivery)
      to such party at the address in effect for 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 HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
      APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
      ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
      HEREBY. 

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    6.9 Survival.
      The
      representations and warranties contained herein shall survive the Closing and
      the delivery of the Securities for a period of three (3) years from the Closing
      Date. The agreements and covenants contained herein shall survive for the
      applicable statute of limitations.

     

    6.10 Execution.
      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 party, it being understood that both parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission, or by e-mail delivery of a “.pdf” format data file, such signature
      shall create a valid and binding obligation of the party executing (or on whose
      behalf such signature is executed) with the same force and effect as if such
      facsimile signature page were an original thereof.

     

    6.11 Severability.
      If any
      provision of this Agreement is held to 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 that is
      a
      reasonable substitute therefor, and upon so agreeing, shall incorporate such
      substitute provision in this Agreement.

     

    6.12 Replacement
      of Securities.
      If any
      certificate or instrument evidencing any Securities is mutilated, lost, stolen
      or destroyed, the Company shall issue or cause to be issued in exchange and
      substitution for and upon cancellation thereof, or in lieu of and substitution
      therefor, a new certificate or instrument, but only upon receipt of evidence
      reasonably satisfactory to the Company and the Transfer Agent of such loss,
      theft or destruction and the execution by the holder thereof of a customary
      lost
      certificate affidavit of that fact and an agreement to indemnify and hold
      harmless the Company and the Transfer Agent for any losses in connection
      therewith or, if required by the Transfer Agent, a bond in such form and amount
      as is required by the Transfer Agent. The applicants for a new certificate
      or
      instrument under such circumstances shall also pay any reasonable third-party
      costs associated with the issuance of such replacement Securities. If a
      replacement certificate or instrument evidencing any Securities is requested
      due
      to a mutilation thereof, the Company may require delivery of such mutilated
      certificate or instrument as a condition precedent to any issuance of a
      replacement.

     

    6.13 Remedies.
      In
      addition to being entitled to exercise all rights provided herein or granted
      by
      law, including recovery of damages, each of the Purchasers and the Company
      will
      be entitled to specific performance under the Transaction Documents. The parties
      agree that monetary damages may not be adequate compensation for any loss
      incurred by reason of any breach of obligations described in the foregoing
      sentence and hereby agree to waive in any action for specific performance of
      any
      such obligation (other than in connection with any action for a temporary
      restraining order) the defense that a remedy at law would be
      adequate.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    6.14 Payment
      Set Aside.
      To the
      extent that the Company makes a payment or payments to any Purchaser pursuant
      to
      any Transaction Document or a Purchaser enforces or exercises its rights
      thereunder, and such payment or payments or the proceeds of such enforcement
      or
      exercise or any part thereof are subsequently invalidated, declared to be
      fraudulent or preferential, set aside, recovered from, disgorged by or are
      required to be refunded, repaid or otherwise restored to the Company, a trustee,
      receiver or any other person under any law (including, without limitation,
      any
      bankruptcy law, state or federal law, common law or equitable cause of action),
      then to the extent of any such restoration the obligation or part thereof
      originally intended to be satisfied shall be revived and continued in full
      force
      and effect as if such payment had not been made or such enforcement or setoff
      had not occurred. 

     

    6.15 Adjustments
      in Share Numbers and Prices.
      In the
      event of any stock split, subdivision, dividend or distribution payable in
      shares of Common Stock (or other securities or rights convertible into, or
      entitling the holder thereof to receive directly or indirectly shares of Common
      Stock), combination or other similar recapitalization or event occurring after
      the date hereof and prior to the Closing, each reference in any Transaction
      Document to a number of shares or a price per share shall be deemed to be
      amended to appropriately account for such event. 

     

    6.16 Independent
      Nature of Purchasers' Obligations and Rights.
      The
      obligations of each Purchaser under any Transaction Document are several and
      not
      joint with the obligations of any other Purchaser, and no Purchaser shall be
      responsible in any way for the performance of the obligations of any other
      Purchaser under any Transaction Document. The decision of each Purchaser to
      purchase Securities pursuant to the Transaction Documents has been made by
      such
      Purchaser independently of any other Purchaser and independently of any
      information, materials, statements or opinions as to the business, affairs,
      operations, assets, properties, liabilities, results of operations, condition
      (financial or otherwise) or prospects of the Company or any Subsidiary which
      may
      have been made or given by any other Purchaser or by any agent or employee
      of
      any other Purchaser, and no Purchaser and any of its agents or employees shall
      have any liability to any other Purchaser (or any other Person) relating to
      or
      arising from any such information, materials, statement or opinions. Nothing
      contained herein or in any Transaction Document, and no action taken by any
      Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as
      a
      partnership, an association, a joint venture or any other kind of entity, or
      create a presumption that the Purchasers are in any way acting in concert or
      as
      a group with respect to such obligations or the transactions contemplated by
      the
      Transaction Documents. Each Purchaser acknowledges that no other Purchaser
      has
      acted as agent for such Purchaser in connection with making its investment
      hereunder and that no Purchaser will be acting as agent of such Purchaser in
      connection with monitoring its investment in the Securities or enforcing its
      rights under the Transaction Documents. Each Purchaser shall be entitled to
      independently protect and enforce its rights, including without limitation
      the
      rights arising out of this Agreement or out of the other 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. Each Purchaser has been
      represented by its own separate legal counsel in its review and negotiation
      of
      the Transaction Documents. For reasons of administrative convenience only,
      Purchasers and their respective counsels have chosen to communicate with the
      Company through Goodwin Procter LLP, counsel to the Placement Agents. Each
      Purchaser acknowledges that Goodwin Procter LLP has rendered legal advice to
      the
      Placement Agents and not to such Purchaser in connection with the transactions
      contemplated hereby, and that each such Purchaser has relied for such matters
      on
      the advice of its own respective counsel. The Company has elected to provide
      all
      Purchasers with the same terms and Transaction Documents for the convenience
      of
      the Company and not because it was required or requested to do so by any
      Purchaser. 

     

    6.17 Termination.
      This
      Agreement may be terminated and the sale and purchase of the Shares and the
      Warrants abandoned at any time prior to the Closing by either the Company or
      any
      Purchaser (with respect to itself only) upon written notice to the other, if
      the
      Closing has not been consummated on or prior to 5:00 p.m., New York City time,
      on the Outside Date; provided,
      however,
      that
      the right to terminate this Agreement under this Section 6.17 shall not be
      available to any Person whose failure to comply with its obligations under
      this
      Agreement has been the cause of or resulted in the failure of the Closing to
      occur on or before such time. Nothing in this Section 6.17 shall be deemed
      to
      release any party from any liability for any breach by such party of the terms
      and provisions of this Agreement or the other Transaction Documents or to impair
      the right of any party to compel specific performance by any other party of
      its
      obligations under this Agreement or the other Transaction Documents. In the
      event of a termination pursuant to this Section, the Company shall promptly
      notify all non-terminating Purchasers. Upon a termination in accordance with
      this Section, the Company and the terminating Purchaser(s) shall not have any
      further obligation or liability (including arising from such termination) to
      the
      other, and no Purchaser will have any liability to any other Purchaser under
      the
      Transaction Documents as a result therefrom.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


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

     

    
      	
              MICROMET,
                INC.

            	 
	 	 	 
	
              By:  

            	
              /s/
                Christian Itin

            	 
	
               
                

            	
              Name:
                Christian Itin

            	 
	
               

            	
              
                
                  
                    
                      Title: President and Chief Executive Officer

                    

                  

                

              

            	 


    

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

    [SIGNATURE
      PAGES FOR PURCHASERS FOLLOW]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              NAME
                OF PURCHASER: Yucca Partners L.P. Jersey Branch

               

              By:
                /s/
                Richard Charles Germain 

              Name:
                Richard Charles Germain

              Title:
                Authorised Signatory

               

              Aggregate
                Purchase Price (Subscription Amount): $89,998.00

               

              Number
                of Shares to be Acquired: 21,176

               

              Underlying
                Shares Subject to Warrant: 6,353

              (30%
                of the number of Shares to be acquired) 

               

              Tax
                ID No.: ___________________

               

              Address
                for Notice: 

               

              c/o
                Ogier Employee Benefit Services Limited

              Whiteley
                Chambers, Don Street, St. Helier, Jersey JE4 9WG

              Channel
                Islands

               

              Telephone
                No.: +44 1534 753 622

               

              Facsimile
                No.: +44 1534 504 444 

               

              E-mail
                Address: naomi.seatter@ogier.com

              


              Attention:
                Naomi Seatter

            


    

     

    Delivery
      Instructions:

    (if
      different than above)

    


    c/o
      _______________________________

    


    Street:
      ____________________________

    


    City/State/Zip:
      ______________________

    


    Attention:
      __________________________

    


    Telephone
      No.: ____________________________

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	 	NAME
              OF PURCHASER: Index Venture Growth Associates I Limited
               

              By:/s/
                Ian Henderson

              Name:
                Ian Henderson

              Title:
                Director

               

              Aggregate
                Purchase Price (Subscription Amount): $9,950,002.25

               

              Number
                of Shares to be Acquired: 2,341,177

               

              Underlying
                Shares Subject to Warrant: 702,353

              (30%
                of the number of Shares to be acquired) 

               

              Tax
                ID No.: ____________________

               

              Address
                for Notice: 

               

              No.
                1 Seaton Place

              St.
                Helier, Jersey JE4 8YJ

              Channel
                Islands

               

              Telephone
                No.: +44 1534 605643

               

              Facsimile
                No.: +44 1534 605605 

               

              E-mail
                Address: nicky.barthorp@efgoffshore.com

              


              Attention:
                Nicky Barthorp

            


    

     

    Delivery
      Instructions:

    (if
      different than above)

    


    c/o
      _______________________________

    


    Street:
      ____________________________

    


    City/State/Zip:
      ______________________

    


    Attention:
      __________________________

    


    Telephone
      No.: ____________________________

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              NAME
                OF PURCHASER: Index Venture Associates IV Limited

               

              By:
                /s Jane Pearce

              Name:
                Jane Pearce

              Title:
                Director

               

              Aggregate
                Purchase Price (Subscription Amount): $4,960,000.75

               

              Number
                of Shares to be Acquired: 1,167,059

               

              Underlying
                Shares Subject to Warrant: 350,118

              (30%
                of the number of Shares to be acquired) 

               

              Tax
                ID No.: ____________________

               

              Address
                for Notice: 

               

              Whiteley
                Chambers

              Don
                Street, St. Helier. Jersey JE4 9WG

              Channel
                Islands

               

              Telephone
                No.: +44 1534 753852

               

              Facsimile
                No.: +44 1534 504444 

               

              E-mail
                Address: tamara.williams@ogier.com

              


              Attention:
                Tamara Williams

            


    

     

    Delivery
      Instructions:

    (if
      different than above)

    


    c/o
      _______________________________

    


    Street:
      ____________________________

    


    City/State/Zip:
      ______________________

    


    Attention:
      __________________________

    


    Telephone
      No.: ____________________________

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	 	 

              NAME
                OF PURCHASER: Abingworth Bioventures V L.P.

              


              Acting
                by its Manager Abingworth L.L.P.

              


              By:
                /s/ James Abell

              Name:
                James Abell

              Title:
                Manager

               

              Aggregate
                Purchase Price (Subscription Amount): $4,749,999.75

               

              Number
                of Shares to be Acquired: 1,117,647

               

              Underlying
                Shares Subject to Warrant: 335,294

              (30%
                of the number of Shares to be acquired) 

               

              Tax
                ID No.: ____________________

               

              Address
                for Notice: 

               

              38
                Jermyn Street

              London
                SWY 6DN

              United
                Kingdom

               

              Telephone
                No.: +44 207 534 1500

               

              Facsimile
                No.: +44 207 534 1539 

               

              E-mail
                Address: abell@abingworth.com

              


              Attention:
                James Abell

            


    

     

    Delivery
      Instructions:

    (if
      different than above)

    


    c/o
      _______________________________

    


    Street:
      ____________________________

    


    City/State/Zip:
      ______________________

    


    Attention:
      __________________________

    


    Telephone
      No.: ____________________________

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              NAME
                OF PURCHASER: Abingworth Bioequities Master Fund Ltd.

               

              By:
                /s/
                James Abell 

              Name:
                James Abell

              Title:
                Authorised Signatory

               

              Aggregate
                Purchase Price (Subscription Amount): $3,250,000.50

               

              Number
                of Shares to be Acquired: 764,206

               

              Underlying
                Shares Subject to Warrant: 229,412

              (30%
                of the number of Shares to be acquired) 

               

              Tax
                ID No.: ____________________

               

              Address
                for Notice: 

               

              38
                Jermyn Street

              London
                SWY 6DN

              United
                Kingdom

               

              Telephone
                No.: +44 207 534 1500

               

              Facsimile
                No.: +44 207 534 1539 

               

              E-mail
                Address: abell@abingworth.com

              


              Attention:
                James Abell

            


    

     

    Delivery
      Instructions:

    (if
      different than above)

    


    c/o
      _______________________________

    


    Street:
      ____________________________

    


    City/State/Zip:
      ______________________

    


    Attention:
      __________________________

    


    Telephone
      No.: ____________________________

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	 	NAME
              OF PURCHASER: Baker/Tisch Investments, L,P.
              


              By:
                Baker/Tisch Capital, L.P. (general partner)

              By:
                Baker/Tisch Capital (GP), LLC, general partner

              


              By:
                /s/ Julian Baker

              Name:
                Julian Baker

              Title:
                Managing Member

               

              Aggregate
                Purchase Price (Subscription Amount): $15,631.50

               

              Number
                of Shares to be Acquired: 3,678

               

              Underlying
                Shares Subject to Warrant: 1,103

              (30%
                of the number of Shares to be acquired) 

               

              Tax
                ID No.: ____________________

               

              Address
                for Notice: 

               

              667
                Madison Avenue, 21st
                Floor

              New
                York, NY 10065

               

              Telephone
                No.: 212-339-5635

               

              Facsimile
                No.: 212-339-5688 

               

              E-mail
                Address: tpearson@bbinvestments.com

              


              Attention:
                Tamiko Pearson

            


    

     

    Delivery
      Instructions:

    (if
      different than above)

    


    c/o
      _______________________________

    


    Street:
      ____________________________

    


    City/State/Zip:
      ______________________

    


    Attention:
      __________________________

    


    Telephone
      No.: ____________________________

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	NAME
              OF PURCHASER: Baker Bros. Investments II, L.P.
              


              By:
                Baker Bros. Capital, L.P. (general partner)

              By:
                Baker Bros. Capital (GP), LLC, (general partner)

              


              By:
                /s/ Julian Baker

              Name:
                Julian Baker

              Title:
                Managing Member

              


              Aggregate
                Purchase Price (Subscription Amount): $5,967.00

               

              Number
                of Shares to be Acquired: 1,404

               

              Underlying
                Shares Subject to Warrant: 421

              (30%
                of the number of Shares to be acquired) 

               

              Tax
                ID No.: ____________________

               

              Address
                for Notice: 

               

              667
                Madison Avenue, 21st
                Floor

              New
                York, NY 10065

               

              Telephone
                No.: 212-339-5635

               

              Facsimile
                No.: 212-339-5688 

               

              E-mail
                Address: tpearson@bbinvestments.com

              


              Attention:
                Tamiko Pearson

            


    

     

    Delivery
      Instructions:

    (if
      different than above)

    


    c/o
      _______________________________

    


    Street:
      ____________________________

    


    City/State/Zip:
      ______________________

    


    Attention:
      __________________________

    


    Telephone
      No.: ____________________________

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              NAME
                OF PURCHASER: 667, L.P.

               

              By:
                Baker Biotech Capital, L.P. (general partner)

              By:
                Baker Biotech Capital (GP), LLC, (general partner)

              


              By:
                /s/ Julian Baker

              Name:
                Julian Baker

              Title:
                Managing Member

               

              Aggregate
                Purchase Price (Subscription Amount): $1,256,963.00

               

              Number
                of Shares to be Acquired: Cert 1: 160,091; Cert 2: 135,665

               

              Underlying
                Shares Subject to Warrant: Wt 1: 48,027; Wt 2: 40,700

              (30%
                of the number of Shares to be acquired) 

               

              Tax
                ID No.: ____________________

               

              Address
                for Notice: 

               

              667
                Madison Avenue, 21st
                Floor

              New
                York, NY 10065

               

              Telephone
                No.: 212-339-5635

               

              Facsimile
                No.: 212-339-5688 

               

              E-mail
                Address: tpearson@bbinvestments.com

              


              Attention:
                Tamiko Pearson

            


    

    
       

    

    Delivery
      Instructions:

    (if
      different than above)

    


    c/o
      _______________________________

    


    Street:
      ____________________________

    


    City/State/Zip:
      ______________________

    


    Attention:
      __________________________

    


    Telephone
      No.: ____________________________

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              NAME
                OF PURCHASER: Baker Brothers Life Sciences, L.P.

               

              By:
                Baker Brothers Life Sciences Capital, L.P. (general partner)

              By:
                Baker Brokers Life Sciences Capital (GP), LLC, (general
                partner)

              


              By:
                /s/ Julian Baker

              Name:
                Julian Baker

              Title:
                Managing Member

               

              Aggregate
                Purchase Price (Subscription Amount): $3,605,814.75

               

              Number
                of Shares to be Acquired: 848,427

               

              Underlying
                Shares Subject to Warrant: 254,528

              (30%
                of the number of Shares to be acquired) 

               

              Tax
                ID No.: ____________________

               

              Address
                for Notice: 

               

              667
                Madison Avenue, 21st
                Floor

              New
                York, NY 10065

               

              Telephone
                No.: 212-339-5635

               

              Facsimile
                No.: 212-339-5688 

               

              E-mail
                Address: tpearson@bbinvestments.com

              


              Attention:
                Tamiko Pearson

            


    

     

    Delivery
      Instructions:

    (if
      different than above)

    


    c/o
      _______________________________

    


    Street:
      ____________________________

    


    City/State/Zip:
      ______________________

    


    Attention:
      __________________________

    


    Telephone
      No.: ____________________________

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              NAME
                OF PURCHASER: 14159, L.P.

               

              By:
                14159 Capital, L.P. (general partner)

              By:
                14159 Capital (GP), LLC, (general partner)

              


              By:
                /s/ Julian Baker

              Name:
                Julian Baker

              Title:
                Managing Member

               

              Aggregate
                Purchase Price (Subscription Amount): $115,625.50

               

              Number
                of Shares to be Acquired: 27,206

               

              Underlying
                Shares Subject to Warrant: 8,162

              (30%
                of the number of Shares to be acquired) 

               

              Tax
                ID No.: ____________________

               

              Address
                for Notice: 

               

              667
                Madison Avenue, 21st
                Floor

              New
                York, NY 10065

               

              Telephone
                No.: 212-339-5635

               

              Facsimile
                No.: 212-339-5688 

               

              E-mail
                Address: tpearson@bbinvestments.com

              


              Attention:
                Tamiko Pearson

            


    

     

    Delivery
      Instructions:

    (if
      different than above)

    


    c/o
      _______________________________

    


    Street:
      ____________________________

    


    City/State/Zip:
      ______________________

    


    Attention:
      __________________________

    


    Telephone
      No.: ____________________________

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              NAME
                OF PURCHASER: DAFNA LifeScience Select Ltd.

               

              By:
                /s/ Mandana Hedayat

              Name:
                Mandana Hedayat, CFA

              Title:
                Chief Compliance Officer of Investment Manager, DAFNA Capital Management,
                LLC on behalf of DAFNA LifeScience Select Ltd.

               

              Aggregate
                Purchase Price (Subscription Amount): $2,251,888.00

               

              Number
                of Shares to be Acquired: 529,856

               

              Underlying
                Shares Subject to Warrant: 158,957

              (30%
                of the number of Shares to be acquired) 

               

              Tax
                ID No.: ____________________

               

              Address
                for Notice: 

               

              c/o
                DAFNA Capital Management, LLC

              10990
                Wilshire Blvd., Suite 1400

              Los
                Angeles, CA 90024

               

              Telephone
                No.: (310) 724-5800

               

              Facsimile
                No.: (310) 418-0722 

               

              E-mail
                Address: mhedayat@DAFNACapital.com

              


              Attention:
                Mandana Hedayat, CFA

            


    

     

    Delivery
      Instructions:

    (if
      different than above)

    


    c/o
      _______________________________

    


    Street:
      ____________________________

    


    City/State/Zip:
      ______________________

    


    Attention:
      __________________________

    


    Telephone
      No.: ____________________________

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              NAME
                OF PURCHASER: DAFNA LifeScience Market Neutral Ltd.

               

              By:
                /s/ Mandana Hedayat

              Name:
                Mandana Hedayat, CFA

              Title:
                Chief Compliance Officer of Investment Manager, DAFNA Capital Management,
                LLC on behalf of DAFNA LifeScience Market Neutral Ltd.

               

              Aggregate
                Purchase Price (Subscription Amount): $496,200.25

               

              Number
                of Shares to be Acquired: 116,753

               

              Underlying
                Shares Subject to Warrant: 35,026

              (30%
                of the number of Shares to be acquired) 

               

              Tax
                ID No.: ____________________

               

              Address
                for Notice: 

               

              c/o
                DAFNA Capital Management, LLC

              10990
                Wilshire Blvd., Suite 1400

              Los
                Angeles, CA 90024

               

              Telephone
                No.: (310) 724-5800

               

              Facsimile
                No.: (310) 418-0722 

               

              E-mail
                Address: mhedayat@DAFNACapital.com

              


              Attention:
                Mandana Hedayat, CFA

            


    

     

    Delivery
      Instructions:

    (if
      different than above)

    


    c/o
      _______________________________

    


    Street:
      ____________________________

    


    City/State/Zip:
      ______________________

    


    Attention:
      __________________________

    


    Telephone
      No.: ____________________________

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              NAME
                OF PURCHASER: DAFNA LifeScience Ltd.

               

              By:
                /s/ Mandana Hedayat

              Name:
                Mandana Hedayat, CFA

              Title:
                Chief Compliance Officer of Investment Manager, DAFNA Capital Management,
                LLC on behalf of DAFNA LifeScience Ltd.

               

              Aggregate
                Purchase Price (Subscription Amount): $403,163.50

               

              Number
                of Shares to be Acquired: 94,862

               

              Underlying
                Shares Subject to Warrant: 28,459

              (30%
                of the number of Shares to be acquired) 

               

              Tax
                ID No.: ____________________

               

              Address
                for Notice: 

               

              c/o
                DAFNA Capital Management, LLC

              10990
                Wilshire Blvd., Suite 1400

              Los
                Angeles, CA 90024

               

              Telephone
                No.: (310) 724-5800

               

              Facsimile
                No.: (310) 418-0722 

               

              E-mail
                Address: mhedayat@DAFNACapital.com

              


              Attention:
                Mandana Hedayat, CFA

            


    

     

    Delivery
      Instructions:

    (if
      different than above)

    


    c/o
      _______________________________

    


    Street:
      ____________________________

    


    City/State/Zip:
      ______________________

    


    Attention:
      __________________________

    


    Telephone
      No.: ____________________________

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              NAME
                OF PURCHASER: Merlin Nexus III

               

              By:/s/
                Dominique Semon

              Name:
                Dominique Semon

              Title:
                

               

              Aggregate
                Purchase Price (Subscription Amount): $3,000,002.75

               

              Number
                of Shares to be Acquired: 705,883

               

              Underlying
                Shares Subject to Warrant: 211,765

              (30%
                of the number of Shares to be acquired) 

               

              Tax
                ID No.: ____________________

               

              Address
                for Notice: 

               

              230
                Park Avenue, Suite 928

              New
                York, NY 10169

               

              Telephone
                No.: 646-227-5228

               

              Facsimile
                No.: ________________________ 

               

              E-mail
                Address: Dsemon@merlinnexus.com

              


              Attention:
                Dominique Semon

            


    

     

    Delivery
      Instructions:

    (if
      different than above)

    


    c/o
      _______________________________

    


    Street:
      ____________________________

    


    City/State/Zip:
      ______________________

    


    Attention:
      __________________________

    


    Telephone
      No.: ____________________________

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              NAME
                OF PURCHASER: CD-Venture GmbH

               

              By:/s/
                Christoph Boehringer

              Name:
                Christoph Boehringer

              Title:

               

              Aggregate
                Purchase Price (Subscription Amount): $1,700,000.00

               

              Number
                of Shares to be Acquired: 400,000

               

              Underlying
                Shares Subject to Warrant: 120,000

              (30%
                of the number of Shares to be acquired) 

               

              Tax
                ID No.: ____________________

               

              Address
                for Notice: 

               

              Bergheimerstr.
                89a

              69115
                Heidelberg

              Germany

               

              Telephone
                No.: +49 6221 1375400

               

              Facsimile
                No.: +49 6221 1375410 

               

              E-mail
                Address: christoph.boehringer@cd-venture.com

              


              Attention:
                _______________________

            


    

     

    Delivery
      Instructions:

    (if
      different than above)

    


    c/o
      _______________________________

    


    Street:
      ____________________________

    


    City/State/Zip:
      ______________________

    


    Attention:
      __________________________

    


    Telephone
      No.: ____________________________

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              NAME
                OF PURCHASER: ANMA Venture GmbH

               

              By:
                /s/ M. Boehringer

              Name:
                Mathias Boehringer

              Title:
                CEO

               

              Aggregate
                Purchase Price (Subscription Amount): $573,750.00

               

              Number
                of Shares to be Acquired: 135,000

               

              Underlying
                Shares Subject to Warrant: 40,500

              (30%
                of the number of Shares to be acquired) 

               

              Tax
                ID No.: ____________________

               

              Address
                for Notice: 

               

              Binger
                Str. 173

              55216
                Ingelheim

              Germany

               

              Telephone
                No.: +49 6132 772904

               

              Facsimile
                No.: +49 6132 722904 

               

              E-mail
                Address: mathiasboehringer@gmx.de

              


              Attention:
                _______________________

            


    

     

    Delivery
      Instructions:

    (if
      different than above)

    


    c/o
      _______________________________

    


    Street:
      ____________________________

    


    City/State/Zip:
      ______________________

    


    Attention:
      __________________________

    


    Telephone
      No.: ____________________________


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              NAME
                OF PURCHASER: NorTrust Nominees Limited on behalf of Healthcare
                Opportunities Fund

               

              By:
                /s/ Daniel Mahony

              Name:
                Daniel Mahony

              Title:
                Fund Manager

               

              Aggregate
                Purchase Price (Subscription Amount): $1,000,003.75

               

              Number
                of Shares to be Acquired: 235,295

               

              Underlying
                Shares Subject to Warrant: 70,588

              (30%
                of the number of Shares to be acquired) 

               

              Tax
                ID No.: ____________________

               

              Address
                for Notice: 

               

              Polar
                Capital LLP

              4
                Matthew Parker Street

              London
                SW1H 9NP

               

              Telephone
                No.: +44 207 227 2718

               

              Facsimile
                No.: +44 207 227 2799 

               

              E-mail
                Address: sachin.patel@polarcapital.co.uk

              


              Attention:
                Sachin Patel

            


    

     

    Delivery
      Instructions:

    (if
      different than above)

    


    c/o
      Northern Trust

    


    Street:
      50 Bank Street, Canary Wharf

    


    City/State/Zip:
      London E14 5NT

    


    Attention:
      Sharon Hughes

    


    Telephone
      No.: +44 207 982 1166

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              NAME
                OF PURCHASER: Panacea Fund, LLC

               

              By:
                William Harris Investors, Inc., its Manager

              


              By:
                /s/ Charles Polsky

              Name:
                Charles Polsky

              Title:
                Vice President

               

              Aggregate
                Purchase Price (Subscription Amount): $750,754.00

               

              Number
                of Shares to be Acquired: 176,648

               

              Underlying
                Shares Subject to Warrant: 52,994

              (30%
                of the number of Shares to be acquired) 

               

              Tax
                ID No.: ____________________

               

              Address
                for Notice: 

               

              191
                N. Wacker Drive

              Suite
                1500

              Chicago,
                IL 60606

               

              Telephone
                No.: 312-621-0643

               

              Facsimile
                No.: 312-621-0984 

               

              E-mail
                Address: cvp@whi.com

              


              Attention:
                Charles Polsky

            


    

     

    Delivery
      Instructions:

    (if
      different than above)

    


    c/o
      William Harris Investors, Inc.

    


    Street:
      191 N. Wacker Dr., Ste. 1500

    


    City/State/Zip:
      Chicago, IL 60606

    


    Attention:
      Dawn Fisher

    


    Telephone
      No.: 312-621-3838, djw@whi.com

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              NAME
                OF PURCHASER: Sio Partners, LP

              


              By:
                /s/ Michael Castor

              Name:
                Michael Castor

              Title:
                Managing Member

               

              Aggregate
                Purchase Price (Subscription Amount): $233,201.75

               

              Number
                of Shares to be Acquired: 54,871

               

              Underlying
                Shares Subject to Warrant: 16,461

              (30%
                of the number of Shares to be acquired) 

               

              Tax
                ID No.: ____________________

               

              Address
                for Notice: 

               

              c/o
                Sio Capital Management

              192
                Lexington Avenue, 15th
                Floor

              New
                York, NY 10016

               

              Telephone
                No.: (212) 601-9778

               

              Facsimile
                No.: (212) 213-6816 

               

              E-mail
                Address: Jim.Laird@siocapital.com

              


              Attention:
                Jim Laird

            


    

     

    Delivery
      Instructions:

    (if
      different than above)

    


    c/o
      _______________________________

    


    Street:
      ____________________________

    


    City/State/Zip:
      ______________________

    


    Attention:
      __________________________

    


    Telephone
      No.: ____________________________


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              NAME
                OF PURCHASER: Sio Partners QP, LP

               

              By:
                /s/ Michael Castor

              Name:
                Michael Castor

              Title:
                Managing Member

               

              Aggregate
                Purchase Price (Subscription Amount): $120,640.50

               

              Number
                of Shares to be Acquired: 28,386

               

              Underlying
                Shares Subject to Warrant: 8,516

              (30%
                of the number of Shares to be acquired) 

               

              Tax
                ID No.: ____________________

               

              Address
                for Notice: 

               

              c/o
                Sio Capital Management

              192
                Lexington Avenue, 15th
                Floor

              New
                York, NY 10016

               

              Telephone
                No.: (212) 601-9778

               

              Facsimile
                No.: (212) 213-6816 

               

              E-mail
                Address: Jim.Laird@siocapital.com

              


              Attention:
                Jim Laird

            


    

     

    Delivery
      Instructions:

    (if
      different than above)

    


    c/o
      _______________________________

    


    Street:
      ____________________________

    


    City/State/Zip:
      ______________________

    


    Attention:
      __________________________

    


    Telephone
      No.: ____________________________

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              NAME
                OF PURCHASER: Sio Partners Offshore, Ltd.

               

              By:
                /s/ Michael Castor

              Name:
                Michael Castor

              Title:
                Director

               

              Aggregate
                Purchase Price (Subscription Amount): $46,159.25

               

              Number
                of Shares to be Acquired: 10,861

               

              Underlying
                Shares Subject to Warrant: 3,258

              (30%
                of the number of Shares to be acquired) 

               

              Tax
                ID No.: ____________________

               

              Address
                for Notice: 

               

              c/o
                Sio Capital Management

              192
                Lexington Avenue, 15th
                Floor

              New
                York, NY 10016

               

              Telephone
                No.: (212) 601-9778

               

              Facsimile
                No.: (212) 213-6816 

               

              E-mail
                Address: Jim.Laird@siocapital.com

              


              Attention:
                Jim Laird

            


    

     

    Delivery
      Instructions:

    (if
      different than above)

    


    c/o
      _______________________________

    


    Street:
      ____________________________

    


    City/State/Zip:
      ______________________

    


    Attention:
      __________________________

    


    Telephone
      No.: ____________________________

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              NAME
                OF PURCHASER: Deka Investment GmbH

               

              By:
                /s/ Kai Bruning

              Name:
                Kai Bruning

              Title:
                Senior Portfolio Manager

               

              Aggregate
                Purchase Price (Subscription Amount): $750,001.75

               

              Number
                of Shares to be Acquired: 176,471

               

              Underlying
                Shares Subject to Warrant: 52,941

              (30%
                of the number of Shares to be acquired) 

               

              Tax
                ID No.: ____________________

               

              Address
                for Notice: 

               

              Mainzer
                Landstr. 16

              60385
                Frankfurt

              Germany

               

              Telephone
                No.: +49 6971472108

               

              Facsimile
                No.: +49 69714742108 

               

              E-mail
                Address: kai.bruening@deka.de

              


              Attention:
                _______________________

            


    

     

    Delivery
      Instructions:

    (if
      different than above)

    


    c/o
      _______________________________

    


    Street:
      ____________________________

    


    City/State/Zip:
      ______________________

    


    Attention:
      __________________________

    


    Telephone
      No.: ____________________________

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              NAME
                OF PURCHASER: NGN BioMed Opportunity I GmbH & Co. Beteiligungs KG
                

              


              By:
                NGN Capital LLC, Managing Limited Partner

              


              By:
                /s/ John
                R. Costantino

              Name:
                John R. Costantino

              Title:
                Managing General Partner

               

              Aggregate
                Purchase Price (Subscription Amount): $209,801.25

               

              Number
                of Shares to be Acquired: 49,365

               

              Underlying
                Shares Subject to Warrant: 14,809

              (30%
                of the number of Shares to be acquired) 

               

              Tax
                ID No.: ____________________

               

              Address
                for Notice: 

               

              c/o
                NGN Capital LLC

              369
                Lexington Avenue

              New
                York, NY 10017

               

              Telephone
                No.: (212) 972-0077

               

              Facsimile
                No.: (212) 972-0080 

               

              E-mail
                Address: lhirsch@ngncapital.com

              


              Attention:
                Leonard Hirsch, CFO

            


    

     

    Delivery
      Instructions:

    (if
      different than above)

    


    c/o
      _______________________________

    


    Street:
      ____________________________

    


    City/State/Zip:
      ______________________

    


    Attention:
      __________________________

    


    Telephone
      No.: ____________________________

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              NAME
                OF PURCHASER: NGN BioMed Opportunity I, L.P.

              


              By:
                NGN BioMed I GP, L.P., General Partner

              By:
                NGN Capital LLC, General Partner

              


              By:
                /s/ John
                R. Costantino

              Name:
                John R. Costantino

              Title:
                Managing General Partner

               

              Aggregate
                Purchase Price (Subscription Amount): $290,202.75

               

              Number
                of Shares to be Acquired: 68,283

               

              Underlying
                Shares Subject to Warrant: 20,485

              (30%
                of the number of Shares to be acquired) 

               

              Tax
                ID No.: ____________________

               

              Address
                for Notice: 

               

              c/o
                NGN Capital LLC

              369
                Lexington Avenue

              New
                York, NY 10017

               

              Telephone
                No.: (212) 972-0077

               

              Facsimile
                No.: (212) 972-0080 

               

              E-mail
                Address: lhirsch@ngncapital.com

              


              Attention:
                Leonard Hirsch, CFO

            


    

     

    Delivery
      Instructions:

    (if
      different than above)

    


    c/o
      _______________________________

    


    Street:
      ____________________________

    


    City/State/Zip:
      ______________________

    


    Attention:
      __________________________

    


    Telephone
      No.: ____________________________

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              NAME
                OF PURCHASER: Joseph P. Slattery

               

              By:
                /s/ Joseph P. Slattery

              Name:
                Joseph P. Slattery

              Title:

               

              Aggregate
                Purchase Price (Subscription Amount): $25,002.75

               

              Number
                of Shares to be Acquired: 5,883

               

              Underlying
                Shares Subject to Warrant: 1,765

              (30%
                of the number of Shares to be acquired) 

               

              Tax
                ID No.: ____________________

               

              Address
                for Notice: 

               

              19316
                Cissel Manor Drive

              Poolesville,
                MD 20837

              __________________________________

               

              Telephone
                No.: 240-401-8602

               

              Facsimile
                No.: ________________________ 

               

              E-mail
                Address: joe@theslatterys.com

              


              Attention:
                _______________________

            


    

     

    Delivery
      Instructions:

    (if
      different than above)

    


    c/o
      _______________________________

    


    Street:
      ____________________________

    


    City/State/Zip:
      ______________________

    


    Attention:
      __________________________

    


    Telephone
      No.: ____________________________

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              NAME
                OF PURCHASER: John Edward Berriman

               

              By:
                /s/ John E. Berriman

              Name:
                John E. Berriman

              Title:

               

              Aggregate
                Purchase Price (Subscription Amount): $50,001.25

               

              Number
                of Shares to be Acquired: 11,765

               

              Underlying
                Shares Subject to Warrant: 3,530

              (30%
                of the number of Shares to be acquired) 

               

              Tax
                ID No.: ____________________

               

              Address
                for Notice: 

               

              Blackrock,
                Manor Road, Goring

              Reading,
                RG 89DP 

              UK

               

              Telephone
                No.: +44 1491 874110

               

              Facsimile
                No.: ________________________ 

               

              E-mail
                Address: john.e.berriman@btinternet.com

              


              Attention:
                _______________________

            


    

     

    Delivery
      Instructions:

    (if
      different than above)

    


    c/o
      _______________________________

    


    Street:
      ____________________________

    


    City/State/Zip:
      ______________________

    


    Attention:
      __________________________

    


    Telephone
      No.: ____________________________

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              NAME
                OF PURCHASER: Peter Johann

               

              By:
                /s/ P. Johann 

              Name:
                Peter Johann

              Title:

               

              Aggregate
                Purchase Price (Subscription Amount): $50,001.25

               

              Number
                of Shares to be Acquired: 11,765

               

              Underlying
                Shares Subject to Warrant: 3,530

              (30%
                of the number of Shares to be acquired) 

               

              Tax
                ID No.: ____________________

               

              Address
                for Notice: 

               

              Ebertstr.
                12

              67105
                Schifferstadt

              Germany

               

              Telephone
                No.: +49 176 1007 8990

               

              Facsimile
                No.: +49 6235 929005 

               

              E-mail
                Address: pa.johann@t-online.de

              


              Attention:
                Dr. Peter Johann

            


    

     

    Delivery
      Instructions:

    (if
      different than above)

    


    c/o
      Deutsche Bank

    


    Street:
      Adenauer Platz 1

    


    City/State/Zip:
      Heidelberg 69115 Germany

    


    Attention:
      Fred Tylle

    


    Telephone
      No.: +49 6221 501221

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	 	NAME
              OF PURCHASER: John R. Costantino and Barbara Costantino JTWRS
               

              By:
                /s/ John R. Costantino

              Name:
                John R. Costantino

              Title:

               

              Aggregate
                Purchase Price (Subscription Amount): $50,001.25

               

              Number
                of Shares to be Acquired: 11,765

               

              Underlying
                Shares Subject to Warrant: 3,529

              (30%
                of the number of Shares to be acquired) 

               

              Tax
                ID No.: ____________________

               

              Address
                for Notice: 

               

              2
                Sutton Place South

              New
                York, NY 10022

               

              Telephone
                No.: (212) 972-0077 x6107

               

              Facsimile
                No.: (212) 972-0080 

               

              E-mail
                Address: Jcostantino@NGNCapital.com

              


              Attention:
                John R. Costantino

            


    

     

    Delivery
      Instructions:

    (if
      different than above)

    


    c/o
      _______________________________

    


    Street:
      ____________________________

    


    City/State/Zip:
      ______________________

    


    Attention:
      __________________________

    


    Telephone
      No.: ____________________________


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBITS:

     

    
      	A:	
              Form
                of Warrant 

            


    

    
      	B:	
              Form
                of Registration Rights Agreement

            


    

    
      	C-1:	
              Accredited
                Investor Questionnaire

            


    

    
      	C-2:	
              Stock
                Certificate Questionnaire

            


    

    
      	D:	
              Form
                of Opinion of Company Counsel

            


    

    
      	E:	
              Form
                of Irrevocable Transfer Agent
                Instructions

            


    

    
      	F:	
              Form
                of Secretary’s Certificate

            


    

    
      	G:	
              Form
                of Officer’s Certificate

            


    

    
      	H:	
              Wire
                Instructions

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    Form
      of
      Warrant

    


    [The
      Forms of Warrant are attached as Exhibits 10.2 and 10.3 to the Current
      Report on Form 8-K filed by Micromet, Inc. on October 3, 2008.]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    Form
      of
      Registration Rights Agreement

    


    [The
      Registration Rights Agreement is attached as Exhibit 10.4 to the Current Report
      on Form 8-K filed by Micromet, Inc. on October 3, 2008.]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Instruction
      Sheet

    (to
      be
      read in conjunction with the entire Securities Purchase Agreement and
      Registration Rights Agreement) 

    


    A.
       Complete
      the following items in the Securities Purchase Agreement and/or Registration
      Rights Agreement: 

    


    
      	
            	1.	
              Provide
                the information regarding the Purchaser requested on the signature
                page.
                 The
                 Securities
                Purchase Agreement and the Registration Rights Agreement must be
                executed
                by  an
                individual authorized to bind the Purchaser.


            


    

    


    
      	
            	2.	
              Exhibit
                C-1–
                Accredited Investor Questionnaire: 

            


    

    


    Provide
      the information requested by the Accredited Investor Questionnaire

     

    
      	
            	3.	
              Exhibit
                C-2
                Stock Certificate Questionnaire:

            


    

    


    Provide
      the information requested by the Stock Certificate Questionnaire

    


    
      	
            	4.	
              Annex
                B
                to
                the Registration Rights Agreement — Selling Securityholder Notice and
                Questionnaire

            


    

    


    Provide
      the information requested by the Selling Securityholder Notice and
      Questionnaire

    


    
      	
            	5.	
              Return
                the signed Securities Purchase Agreement and Registration Rights
                Agreement
                to: 

            


    

    


    David
      W.
      Stadinski

    Piper
      Jaffray & Co. 

    150
      East
      42nd
      Street,
      35th
      Floor

    New
      York,
      New York 10017

    Tel:
      (212) 284-9572

    Fax:
      (212) 284-9579

    Email:
      david.w.stadinski@pjc.com

    


    
      	
              B.
                

            	
              Instructions
                regarding the transfer of funds for the purchase of Securities is
                set
                forth on Exhibit
                H
                to
                the Securities Purchase Agreement.


            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C-1

    


    ACCREDITED
      INVESTOR QUESTIONNAIRE

    


    (ALL
      INFORMATION WILL BE TREATED CONFIDENTIALLY)

    


    To: Micromet,
      Inc.

    


    This
      Investor Questionnaire (“Questionnaire”)
      must
      be completed by each potential investor in connection with the offer and sale
      of
      the shares of the common stock, par value $0.00004 per share, and shares of
      common stock that may be issued upon exercise of certain warrants (collectively,
      the “Securities”),
      of
      Micromet, Inc., a Delaware corporation (the “Corporation”).
      The
      Securities are being offered and sold by the Corporation without registration
      under the Securities Act of 1933, as amended (the “Act”),
      and
      the securities laws of certain states, in reliance on the exemptions contained
      in Section 4(2) of the Act and on Regulation D promulgated thereunder and
      in reliance on similar exemptions under applicable state laws. The Corporation
      must determine that a potential investor meets certain suitability requirements
      before offering or selling Securities to such investor. The purpose of this
      Questionnaire is to assure the Corporation that each investor will meet the
      applicable suitability requirements. The information supplied by you will be
      used in determining whether you meet such criteria, and reliance upon the
      private offering exemptions from registration is based in part on the
      information herein supplied.

     

    This
      Questionnaire does not constitute an offer to sell or a solicitation of an
      offer
      to buy any security. Your answers will be kept strictly confidential. However,
      by signing this Questionnaire, you will be authorizing the Corporation to
      provide a completed copy of this Questionnaire to such parties as the
      Corporation deems appropriate in order to ensure that the offer and sale of
      the
      Securities will not result in a violation of the Act or the securities laws
      of
      any state and that you otherwise satisfy the suitability standards applicable
      to
      purchasers of the Securities. All potential investors must answer all applicable
      questions and complete, date and sign this Questionnaire. Please print or type
      your responses and attach additional sheets of paper if necessary to complete
      your answers to any item.

     

    PART
      A. BACKGROUND
      INFORMATION

    


    
      	
              Name of Beneficial Owner of the Securities:

            	 



    

    


    
      	
              Business
                Address:

            	  

	 	
              
                (Number
                  and Street)

              

            
	 	 
	
              (City)

            	
              
                (State)

              

            	
               

            	
              (Zip
                Code)

            


    

     

    
      	
              Telephone Number: (___)
                

            	 



    

    


    
      	
              If
                a corporation, partnership, limited liability company, trust or other
                entity: 

            
	
              Type
                of entity:

            	  



    

    State
      of
      formation:______________________ Approximate
      Date of formation: ____________________

    


    Were
      you
      formed for the purpose of investing in the securities being
      offered?

    


    Yes
      ____ No
      ____


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    If
      an individual:

    
      


      
        	
                
                  Residence Address:

                

              	  

	 	
                
                  (Number
                    and Street)

                

              
	 	 
	
                (City)

              	
                
                  (State)

                

              	
                 

              	
                (Zip
                  Code)

              


      

       

      
        	
                Telephone Number: (___)
                  

              	 



      

       

    

    Age:
      __________ Citizenship:
      ____________ Where
      registered to vote: _______________ 

    


    Set
      forth
      in the space provided below the state(s), if any, in the United States in which
      you maintained your residence during the past two years and the dates during
      which you resided in each state:

    


    Are
      you a
      director or executive officer of the Corporation?

    


    Yes
      ____ No
      ____

    


    
      	
              Social
                Security or Taxpayer Identification No.

            	  
              


    

    


    PART
      B. ACCREDITED
      INVESTOR QUESTIONNAIRE

     

    In
      order
      for the Company to offer and sell the Securities in conformance with state
      and
      federal securities laws, the following information must be obtained regarding
      your investor status. Please initial
      each category applicable
      to you as a Purchaser of Securities of the Company. 

     

    
      	
            	__
              (1)	
              A
                bank as defined in Section 3(a)(2) of the Securities Act, or any
                savings
                and loan  association
                or other institution as defined in Section 3(a)(5)(A) of the Securities
                Act  whether
                acting in its individual or fiduciary capacity;


            


    

    


    
      	
            	__ 
              (2)	
                A
                broker or dealer registered pursuant to Section 15 of the Securities
                Exchange Act  of
                1934; 

            


    

    


    
      	 	
              __
                (3) 

            	
              An
                insurance company as defined in Section 2(13) of the Securities Act;
                

            


    

    


    
      	 	
              __
                (4) 

            	
              An
                investment company registered under the Investment Company Act of
                1940 or
                a business development company as defined in Section 2(a)(48) of
                that Act;
                

            


    

    


    
      	 	
              __
                (5) 

            	
              A
                Small Business Investment Company licensed by the U.S. Small Business
                Administration under Section 301(c) or (d) of the Small Business
                Investment Act of 1958; 

            


    

    


    
      	 	
              __
                (6)

            	
              A
                plan established and maintained by a state, its political subdivisions,
                or
                any agency or instrumentality of a state or its political subdivisions,
                for the benefit of its employees, if such plan has total assets in
                excess
                of $5,000,000; 

            


    

    


    
      	 	
              __
                (7) 

            	
              An
                employee benefit plan within the meaning of the Employee Retirement
                Income
                Security Act of 1974, if the investment decision is made by a plan
                fiduciary, as defined in Section 3(21) of such act, which is either
                a
                bank, savings and loan association, insurance company, or registered
                investment adviser, or if the employee benefit plan has total assets
                in
                excess of $5,000,000 or, if a self-directed plan, with investment
                decisions made solely by persons that are accredited investors;
                

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              __
                (8) 

            	
              A
                private business development company as defined in Section 202(a)(22)
                of
                the Investment Advisers Act of
                1940;

            


    

     

    
      	 	
              __
                (9) 

            	
              An
                organization described in Section 501(c)(3) of the Internal Revenue
                Code,
                a corporation, Massachusetts or similar business trust, or partnership,
                not formed for the specific purpose of acquiring the Securities,
                with
                total assets in excess of $5,000,000;


            


    

    


    
      	
            	__
              (10)	
              A
                trust, with total assets in excess of $5,000,000, not formed for
                the
                specific purpose of acquiring the Securities, whose purchase is directed
                by a sophisticated person who has such knowledge and experience in
                financial and business matters that such person is capable of evaluating
                the merits and risks of investing in the
                Company;

            


    

     

    
      	
            	___(11)	
              A
                natural person whose individual net worth, or joint net worth with
                that
                person’s spouse,
                at the time of his purchase exceeds
                $1,000,000;

            


    

     

    
      	
            	___(12)	
              A
                natural person who had an individual income in excess of $200,000
                in each
                of the two
                most recent years, or joint income with that person’s spouse in excess
                of $300,000,
                in each of those years, and has a reasonable expectation of reaching
                the same
                income level in the current year;

            


    

     

    
      	 	
              ___(13)

            	
              An
                executive officer or director of the
                Company;

            


    

    


    
      	
            	___(14)	
              An
                entity in which all of the equity owners qualify under any of the
                above
                subparagraphs. If the undersigned belongs to this investor category
                only,
                list the equity owners of the undersigned, and the investor category
                which
                each such equity owner satisfies.

            


    

    


    
      	A.	
              FOR
                EXECUTION BY AN
                INDIVIDUAL:

            


    

    


    
      	  
	 	
               

            	
              By 

            	  
	 
	
              Date

            	 	 	 	 	 
	 	 	
               

            	
              Print Name: 

            	  
	 


    

    


    
      	B.	
              FOR
                EXECUTION BY AN ENTITY:

            


    

    


    
      	 	 	
              Entity
                Name:

            	 	   
	 
	 	 	 	 	 	 
	  
	 	
               

            	
              By

            	  
	 
	
              Date

            	 	 	 	 	 
	 	 	
               

            	
              Print
                Name:

            	  
	 
	 	 	
               

            	Title: 	  
	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	C.	
              ADDITIONAL
                SIGNATURES (if required by partnership, corporation or trust
                document):

            


    

    


    
      	 	 	
              Entity
                Name:

            	
               

            	   
	 
	 	 	 	 	 	 
	  
	 	 	
              By

            	  
	 
	
              Date

            	 	 	 	 	 
	 	 	 	
              Print
                Name:

            	 	 
	 	 	 	
              Title:
                

            	  
	 
	 	 	 	 	 	 
	 	 	
              Entity
                Name:

            	
               

            	   
	 
	 	 	 	 	 	 
	    
	 	 	
              By

            	  
	 
	
              Date

            	 	 	 	 	 
	 	 	 	
              Print
                Name:

            	 	 
	 	 	 	
              Title:
                

            	  
	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C-2

     

    Stock
      Certificate Questionnaire

     

    Pursuant
      to Section 2.2(b) of the Agreement, please provide us with the following
      information:

     

    
      	
              1.

               

            	
              The
                exact name that the Securities are to be registered in (this is the
                name
                that will appear on the stock certificate(s)). You may use a nominee
                name
                if appropriate:

            	 
	 	 	 
	
              2.

            	
              The
                relationship between the Purchaser of the Securities and the Registered
                Holder listed in response to Item 1 above:

            	 
	 	 	 
	
              3.

            	
              The
                mailing address, telephone and telecopy number of the Registered
                Holder
                listed in response to Item 1 above:

            	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
              4.

               

            	
              The
                Tax Identification Number (or, if an individual, the Social Security
                Number) of the Registered Holder listed in response to Item 1
                above:

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

     

    Form
      of
      Opinion of Company Counsel

     

    October
      2, 2008

     

    The
      Purchasers Named on Exhibit A Hereto

     

    RE: Micromet,
      Inc.

     

    Dear
      Ladies and Gentlemen:

     

    We
      have
      acted as counsel for Micromet, Inc., a Delaware corporation (the “Company”),
      in
      connection with the
      issuance and sale of (i) an aggregate of 9,411,948 shares (the “Shares”)
      of the
      Company’s common stock, par value $0.00004 per share (the “Common
      Stock”)
      and
      (ii) warrants (the “Warrants”)
      to
      purchase up to an aggregate of 2,823,584 shares of Common Stock (the
“Warrant
      Shares”),
      to the
      Purchasers at the Closing under the Securities Purchase Agreement dated as
      of
      September 29, 2008 (the “Purchase
      Agreement”).
      We are
      rendering this opinion pursuant to Section 2.2 of the Purchase Agreement.
      Capitalized terms used but not defined herein have the respective meanings
      given
      to them in the Purchase Agreement.

     

    In
      connection with this opinion, we have examined and relied upon the
      representations and warranties as to factual matters contained in and made
      pursuant to the Purchase Agreement by the various parties and originals or
      copies certified to our satisfaction, of such records, documents, certificates,
      opinions, memoranda and other instruments as in our judgment are necessary
      or
      appropriate to enable us to render the opinion expressed below.

     

    As
      to
      certain factual matters, we have relied upon a certificate executed by officers
      of the Company and have not sought to independently verify such matters. Where
      we render an opinion “to our knowledge” or concerning an item “of which we are
      aware” or our opinion otherwise refers to our knowledge, it is based solely upon
      (i) an inquiry of attorneys within this firm who have represented the Company
      in
      this transaction, (ii) receipt of a certificate executed by officers of the
      Company covering such matters and (iii) such other investigation, if any, that
      we specifically set forth herein.

     

    In
      rendering this opinion, we have assumed: the authenticity of all documents
      submitted to us as originals; the conformity to originals of all documents
      submitted to us as copies; the accuracy, completeness and authenticity of
      certificates of public officials; the due authorization, execution and delivery
      of all documents (except the due authorization, execution and delivery by the
      Company of the Purchase Agreement, the Registration Rights Agreement and the
      Warrants (together, the “Financing
      Agreements”)),
      where
      authorization, execution and delivery are prerequisites to the effectiveness
      of
      such documents; and the genuineness and authenticity of all signatures on
      original documents (except the signatures on behalf of the Company on the
      Financing Agreements). We have also assumed: that all individuals executing
      and
      delivering documents had the legal capacity to so execute and deliver; that
      the
      Financing Agreements are obligations binding upon the parties thereto other
      than
      the Company; and that there are no extrinsic agreements or understandings among
      the parties to the Financing Agreements that would modify or interpret the
      terms
      of any of the Financing Agreements or the respective rights or obligations
      of
      the parties thereunder.

     

    Our
      opinion is expressed only with respect to the federal laws of the United States
      of America, the laws of the State of New York and the General Corporation Law
      of
      the State of Delaware. We express no opinion as to whether the laws of any
      particular jurisdiction apply, and no opinion to the extent that the laws of
      any
      jurisdiction other than those identified above are applicable to the subject
      matter hereof and no opinion as to the enforceability of the waiver of jury
      trial set forth in section 6.8 of the Purchase Agreement or any liquidated
      damages provisions in the Transaction Documents. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    We
      are
      not rendering any opinion as to any statute, rule, regulation, ordinance, decree
      or decisional law relating to antitrust, banking, land use, environmental,
      pension, employee benefits, tax, fraudulent conveyance, usury, laws governing
      the legality of investments for regulated entities, Regulations T, U or X of
      the
      Board of Governors of the Federal Reserve System, local laws, any law, rules
      or
      regulations relating to the clinical development, manufacture, distribution
      or
      sale of pharmaceutical products or the bylaws, rules or regulations of the
      Financial Industry Regulatory Authority. Furthermore, we express no opinion
      with
      respect to compliance with antifraud (i) laws, (ii) rules or (iii) regulations,
      each with respect to securities or the offer and sale thereof; compliance with
      fiduciary duties by the Company’s Board of Directors or stockholders; compliance
      with safe harbors for disinterested Board of Director or stockholder approvals;
      compliance with state securities or blue sky laws except as specifically set
      forth below; compliance with the Investment Company Act of 1940, as amended;
      compliance with laws that place limitations on corporate distributions; or
      the
      enforceability of provisions in the Financing Agreements concerning the voting
      of the Company’s capital stock (other than solely administrative obligations of
      the Company).

     

    With
      regard to our opinion in paragraphs 1 and 3 below with respect to the due
      incorporation, good standing and qualification of the Company, we have relied
      solely upon certificates of the Secretaries of State of the indicated
      jurisdictions as of a recent date.

     

    With
      regard to our opinion in paragraph 6 below with respect to securities of the
      Company to be issued after the date hereof, we express no opinion to the extent
      that, notwithstanding its current reservation of shares of Common Stock, future
      issuance of securities of the Company and/or antidilution adjustments to
      outstanding securities of the Company cause the Warrants to be exercisable
      for
      more shares of Common Stock than the number that then remain authorized but
      unissued.

     

    With
      regard to our opinion in paragraph 7 below concerning violations of the Delaware
      General Corporation Law or any New York or federal statute, rule or regulation
      laws, such opinion is understood to cover only laws (including published rules
      and regulations) that, given the nature of this transaction and the parties
      to
      it, a lawyer in the relevant jurisdictions exercising customary diligence would
      reasonably recognize as being applicable.

     

    With
      regard to our opinions in paragraphs 6 and 9 relating to the issuance of the
      Warrant Shares, for the purposes of such opinions we have assumed that such
      Warrant Shares were issued as of the Closing Date in accordance with the terms
      of the Financing Agreements, and we render no opinion as to the exercise of
      the
      Warrants after such date.

     

    With
      regard to our opinion in paragraph 8 below, we have made an inquiry of the
      attorneys within this firm who have represented the Company on substantive
      matters within the past six months, examined and relied upon a certificate
      executed by officers of the Company covering such matters, and checked the
      records of this firm to ascertain that we are not acting as counsel of record
      for the Company in any such matter. We have made no further
      investigation.

     

    With
      regard to our opinion in paragraph 10 below, our opinion is expressed only
      with
      respect to the offer and sale of the Shares and the Warrants without regard
      to
      any offers or sales of other securities occurring prior to or subsequent to
      the
      date hereof. In addition, our opinion in paragraph 10 below assumes that
neither
      the Company, the Placement Agents nor any person acting on behalf of either
      the
      Company or the Placement Agents has offered or sold the Securities by any form
      of general solicitation or general advertising within the meaning of Rule 502(c)
      of Regulation D promulgated under the Securities Act.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    On
      the
      basis of the foregoing, in reliance thereon and with the qualifications set
      forth herein, we are of the opinion that:

     

    
      	
              1.

            	
              The
                Company has been duly incorporated and is a validly existing corporation
                in good standing under the laws of the State of
                Delaware.

            


    

     

    
      	
              2.

            	
              The
                Company has the requisite corporate power to own its property and
                assets
                and to conduct its business as, to our knowledge, it is currently
                being
                conducted.

            


    

     

    
      	
              3.

            	
              The
                Company is duly qualified to do business as a foreign corporation
                and is
                in good standing
                under the laws of the
                State of California and the State of
                Maryland.

            


    

     

    
      	
              4.

            	
              The
                Company has the requisite corporate power to execute, deliver and
                perform
                its obligations under the Financing
                Agreements.

            


    

     

    
      	
              5.

            	
              Each
                of the Financing Agreements has been duly and validly authorized,
                executed
                and delivered by the Company and each such agreement constitutes
                a valid
                and binding agreement of the Company enforceable
                against
                the Company in accordance with its respective terms, except that
                we
                express no opinion as to the validity of rights to indemnity and
                contribution under Section 4.10 of the Purchase
                Agreement and Section 5 of the Registration Rights Agreement may
                be
                limited by applicable laws, and except as such enforceability may
                be
                limited by applicable bankruptcy, insolvency, fraudulent conveyance,
                reorganization, arrangement, moratorium or other similar laws affecting
                creditors’ rights generally, and subject to general equity principles and
                to limitations on availability of equitable relief, including specific
                performance.

            


    

     

    
      	
              6.

            	
              The
                Company’s authorized capital stock consists of (a) one fifty million
                (150,000,000) shares of Common Stock, par value $0.00004 and (b) ten
                million (10,000,000) shares of Preferred Stock, par value $0.00004.
                The
                Shares have been duly authorized, and upon issuance and delivery
                against
                payment therefor in accordance with the terms of the Purchase Agreement,
                the Shares will be validly issued, outstanding, fully paid and
                nonassessable. The Warrant Shares have been duly authorized, and
                upon
                issuance and delivery upon exercise of the Warrants in accordance
                with the
                terms of the Warrants, the Warrant Shares will be validly issued,
                outstanding, fully paid and nonassessable.


            


    

     

    
      	
              7.

            	
              The
                execution and delivery of the Financing Agreements by the Company,
                and the
                issuance of the Shares and the Warrants pursuant thereto, do not
                violate
                any provision of the Company’s Amended and Restated Certificate of
                Incorporation or the Company’s Amended and Restated Bylaws, and do not
                violate (a) the Delaware General Corporation Law or any New York
                or
                federal statute, rule or regulation; or (b) any order, writ, judgment,
                injunction, decree, determination or award which has been entered
                against
                the Company and of which we are
                aware.

            


    

     

    
      	
              8.

            	
              To
                our knowledge there is no action, proceeding or investigation pending
                or
                overtly threatened against the Company before any court or administrative
                agency that questions the validity of the Financing Agreements or,
                except
                as set forth on the schedules to the Agreement, that could reasonably
                be
                expected to result, either individually or in the aggregate, in a
                material
                adverse effect on the Company and its Subsidiaries, taken as a whole.
                

            


    

     

    
      	
              9.

            	
              All
                consents, approvals, authorizations, or orders of, and filings,
                registrations, and qualifications with, any U.S. federal regulatory
                authority or governmental body required for the issuance of the Shares,
                the Warrants and the Warrant Shares (assuming such Warrant Shares
                were
                issued on the date hereof) have been made or obtained, except for
                the
                filing of a Form D pursuant to Securities and Exchange Commission
                Regulation D.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              10.

            	
              Assuming
                the accuracy of the representations and warranties of the Purchasers
                contained in the Purchase Agreement, the offer and sale of the Shares
                and
                the Warrants are exempt from the registration requirements of the
                Securities Act of 1933, as amended, subject to the timely filing
                of a Form
                D pursuant to Securities and Exchange Commission Regulation
                D.

            


    

     

    The
      opinions expressed herein are subject to the following additional
      qualifications, assumptions, limitations and exceptions:

     

    (a) We
      express no opinion as to the enforceability of “choice of forum” or “submission
      to jurisdiction” or “waiver of jury trial” provisions contained in the Financing
      Agreements. 

     

    (b) Our
      opinion herein, insofar as it relates to the enforceability of the choice of
      law
      provisions of the Financing Agreements designating the law of the State of
      New
      York as the law applicable to the construction and interpretation of any of
      the
      Financing Agreements, is (i) limited to courts of the State of New York and
      federal courts located within the State of New York and (ii) predicated upon
      Section 5-1401 of the New York General Obligations Law which permit contracting
      parties to specify that the law of the State of New York is
      applicable.

     

    (c) We
      do not
      assume any responsibility for the accuracy, completeness or fairness of any
      information, including, but not limited to financial information, furnished
      to
      you by the Company concerning the business or affairs of the Company or any
      other information furnished to you of a factual nature. 

     

    (d) We
      express no opinion as to the enforceability of any termination fee or penalty
      or
      liquidated damages provisions. 

     

    (e) This
      opinion speaks only as to law and facts in effect or existing as of the date
      hereof and we undertake no obligation or responsibility to update or supplement
      this opinion to reflect any facts or circumstances that may hereafter come
      to
      our attention or any changes in law which may hereafter occur.

     

    This
      opinion is intended solely for your benefit and is not to be made available
      to
      or be relied upon by any other person, firm, or entity without our prior written
      consent.

    


    Very
      truly yours,

     

    Cooley
      Godward Kronish LLP

    


    Christian
      E. Plaza


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

     

    Form
      of
      Irrevocable Transfer Agent Instructions

     

    As
      of
      _________, 2008

     

    Mellon
      Investor Services

    85
      Challenger Road

    Ridgefield
      Park, NJ 07660

    Attn:
      _________________

     

    Ladies
      and Gentlemen: 

     

          Reference
      is made to that certain Securities Purchase Agreement, dated as of September
      29,
      2008 (the “Agreement”),
      by
      and among Micromet, Inc., a Delaware corporation (the “Company”),
      and
      the purchasers named on the signature pages thereto (collectively, and including
      permitted transferees, the “Holders”),
      pursuant to which the Company is issuing to the Holders shares (the
“Shares”)
      of
      Common Stock of the Company, par value $0.00004 per share (the “Common
      Stock”),
      and
      warrants (the “Warrants”),
      which
      are exercisable into shares of Common Stock. 

     

          This
      letter shall serve as our irrevocable authorization and direction to you
      (provided that you are the transfer agent of the Company at such time and the
      conditions set forth in this letter are satisfied), subject to any stop transfer
      instructions that we may issue to you from time to time, if any: 

     

           (i)  to
      issue
      certificates representing shares of Common Stock upon transfer or resale of
      the
      Shares; and 

     

           (ii)  to
      issue
      shares of Common Stock upon the exercise of the Warrants (the “Warrant
      Shares”)
      to or
      upon the order of a Holder from time to time upon delivery to you of a properly
      completed and duly executed Exercise Notice, in the form attached hereto as
      Annex I,
      which
      has been acknowledged by the Company as indicated by the signature of a duly
      authorized officer of the Company thereon together with indication of receipt
      of
      the exercise price therefor. 

     

    You
      acknowledge and agree that so long as you have received (a) written
      confirmation from the Company that either (1) a registration statement
      covering resales of the Shares and the Warrant Shares has been declared
      effective by the Securities and Exchange Commission (the “Commission”)
      under
      the Securities Act of 1933, as amended (the “Securities
      Act”),
      or
      (2) the Shares and the Warrant Shares have been sold in conformity with
      Rule 144 under the Securities Act (“Rule 144”)
      or are
      eligible for sale under Rule 144, without the requirement for the Company to
      be
      in compliance with the current public information required under Rule 144 as
      to
      such securities and without volume or manner-of-sale restrictions and
      (b) if applicable, a copy of such registration statement, then, unless
      otherwise required by law, within three (3) business days of your receipt
      of a notice of transfer, Shares or the Exercise Notice, you shall issue the
      certificates representing the Shares and/or the Warrant Shares, as the case
      may
      be, registered in the names of such Holders or transferees, as the case may
      be,
      and such certificates shall not bear any legend restricting transfer of the
      Shares or the Warrant Shares thereby and should not be subject to any
      stop-transfer restriction; provided,
      however,
      that if
      such Shares and Warrant Shares are not registered for resale under the
      Securities Act or able to be sold under Rule 144 without the requirement for
      the
      Company to be in compliance with the current public information required under
      Rule 144 as to such securities and without volume or manner-of-sale
      restrictions, then the certificates for such Shares and/or Warrant Shares shall
      bear the following legend:

     

    THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY
      NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF
      (A)
      AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
      ACT
      OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL
      OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER
      AGENT
      OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE
      FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
      ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
      SECURITIES.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

          A
      form of
      written confirmation from the Company that a registration statement covering
      resales of the Shares and the Warrant Shares has been declared effective by
      the
      Commission under the Securities Act is attached hereto as Annex II.
      

     

          Please
      be
      advised that the Holders are relying upon this letter as an inducement to enter
      into the Agreement and, accordingly, each Holder is a third party beneficiary
      to
      these instructions. 

     

          Please
      execute this letter in the space indicated to acknowledge your agreement to
      act
      in accordance with these instructions. 

    


    
      	
              Very
                truly yours,

            
	 
	
              MICROMET,
                INC.

            
	 	 
	
              By:
                

            	  

	
              Name:

            	
                
                

            
	
              Title:

            	  



    

    


    Acknowledged
      and Agreed:

    


    MELLON
      INVESTOR SERVICES

    


    
      	
              By:
                

            	   

	
              Name:
                

            	   

	
              Title:
                

            	   



    

    


    Date:
      _________________, 2008


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Annex
      I 

     

    Form
      of
      Exercise Notice 

     

    (To
      be
      executed by the Holder to exercise the right to purchase shares

    of
      Common
      Stock under the Warrants) 

     

    To:
       Micromet,
      Inc. 

     

    (1) The
      undersigned holder hereby exercises the right to purchase _________ of the
      shares of Common Stock (the “Warrant
      Shares”)
      of
      Micromet, Inc. (the “Company”)
      pursuant to the Warrant (the “Warrant”). Capitalized terms used herein and not
      otherwise defined herein have the respective meanings set forth in the Warrant.
      

      

    (2) The
      Holder intends that payment of the Exercise Price shall be made as (check
      one):

    


    
      	
            	o	
              “Cash
                Exercise”
                with respect to ________________ Warrant
                Shares;

            


    

    and/or

    


    
      	
            	o	
              “Cashless
                Exercise”
                with respect to ________________ Warrant
                Shares.

            


    

    


    (3) If
      the
      Holder has elected a Cash Exercise, the holder shall pay the sum of $_______
      to
      the Company in accordance with the terms of the Warrant.

    


    (4) Pursuant
      to this Exercise Notice, the Company shall deliver to the Holder _____________
      Warrant Shares in accordance with the terms of the Warrant.

     

    (5) By
      its
      delivery of this Exercise Notice, the undersigned represents and warrants to
      the
      Company that in giving effect to the exercise evidenced hereby, the Holder
      will
      not beneficially own in excess of the number of shares of Common Stock (as
      determined in accordance with Section 13(d) of the Securities Exchange Act
      of
      1934) permitted to be owned under Section 11 of this Warrant to which this
      notice relates. 

     

    Dated:_______________,
      2008

     

    Name
      of
      Holder: __________________________________________ 

    


    
      	
              By:

            	   

	
              Name:
                

            	   

	
              Title:
                

            	   



    

    (Signature
      must conform in all respects to name of Holder as specified on the face of
      the
      Warrant)


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ACKNOWLEDGEMENT
      

     

          The
      Company hereby acknowledges this Exercise Notice and receipt of the appropriate
      exercise price and hereby directs Mellon Investor Services to issue the above
      indicated number of shares of Common Stock in accordance with the Transfer
      Agent
      Instructions dated __________, 2008, from the Company and acknowledged and
      agreed to by Mellon Investor Services. 

     

    
      	
              MICROMET,
                INC.

            
	 	 
	
              By:
                

            	   

	
              Name:

            	
                
                

            
	
              Title:

            	   



    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Annex
      II

     

    FORM
      OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT 

     

    Mellon
      Investor Services

    85
      Challenger Road

    Ridgefield
      Park, NJ 07660

    Attn:
      _________________

     

    Re:
      Micromet,
      Inc.

     

    Ladies
      and Gentlemen: 

     

             Micromet,
      Inc., a Delaware corporation (the “Company”),
      has
      entered into a Securities Purchase Agreement, dated as of September 29, 2008,
      with the buyers named therein (collectively, the “Purchasers”)
      pursuant to which the Company issued to the Purchasers shares of the Company’s
      common stock, $0.00004 par value per share (the “Common
      Stock”),
      and
      warrants exercisable for shares of Common Stock (the “Warrants”).
      Pursuant to that certain Registration Rights Agreement of even date, the Company
      agreed to register the resale of the Common Stock, including the shares of
      Common Stock issuable upon exercise of the Warrants (collectively, the
“Registrable
      Securities”),
      under
      the Securities Act of 1933, as amended (the “Securities
      Act”).
      In
      connection with the Company’s obligations under the Registration Rights
      Agreement, on                     ,
      ____,
      the Company filed a Registration Statement on Form S-3 (File
      No. 333-                    )
      (the
“Registration
      Statement”)
      with
      the Securities and Exchange Commission (the “Commission”)
      relating to the Registrable Securities which names each of the Purchasers as
      a
      selling stockholder thereunder. 

     

            In
      connection with the foregoing, we advise you that a member of the Commission’s
      staff has advised us by telephone that the Commission has entered an order
      declaring the Registration Statement effective under the Securities Act at
      ____
      [a.m.][p.m.] on __________, ____, and we have no knowledge, after telephonic
      inquiry of a member of the staff, that any stop order suspending its
      effectiveness has been issued or that any proceedings for that purpose are
      pending before, or threatened by, the Commission and the Registrable Securities
      are available for resale under the Securities Act pursuant to the Registration
      Statement. 

     

          This
      letter shall serve as our standing notice to you that the Common Stock may
      be
      freely transferred by the Purchasers pursuant to the Registration Statement.
      You
      need not require further letters from us to effect any future legend-free
      issuance or reissuance of shares of Common Stock to the Purchasers or the
      transferees of the Purchasers, as the case may be, as contemplated by the
      Company’s Irrevocable Transfer Agent Instructions dated __________, 2008,
      provided at the time of such reissuance, the Company has not otherwise notified
      you that the Registration Statement is unavailable for the resale of the
      Registrable Securities. This letter shall serve as our standing instructions
      with regard to this matter. 

     

    


    
      	
               

            	
               

            	
              Very
                truly yours,

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
              MICROMET,
                INC.

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
               
                

            	
               

            	
              By:

            	
               

            	
                
                

            
	
               
                

            	
               

            	
               

            	
               

            	
               General
                Counsel

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      F

     

    Form
      of
      Secretary’s Certificate

    


    The
      undersigned hereby certifies that he is the duly elected, qualified and acting
      Secretary of Micromet, Inc., a Delaware corporation (the "Company"),
      and
      that as such he is authorized to execute and deliver this certificate in the
      name and on behalf of the Company and in connection with the Securities Purchase
      Agreement, dated as of September 29, 2008, by and among the Company and the
      investors party thereto (the "Securities
      Purchase Agreement"),
      and
      further certifies in his official capacity, in the name and on behalf of the
      Company, the items set forth below. Capitalized terms used but not otherwise
      defined herein shall have the meaning set forth in the Securities Purchase
      Agreement.

     

    (a) Attached
      hereto as Exhibit A is a true, correct and complete copy of the resolutions
      duly
      adopted by the [Board of Directors of the Company] [or] [duly authorized
      Committee of the Board of Directors of the Company (the “Committee”)] at a
      meeting of the [Board of Directors] [or] [Committee] held on ___________. Such
      resolutions have not in any way been amended, modified, revoked or rescinded,
      have been in full force and effect since their adoption to and including the
      date hereof and are now in full force and effect. 

     

    (b) Attached
      hereto as Exhibit B is a true, correct and complete copy of the Certificate
      of
      Incorporation of the Company, together with any and all amendments thereto
      currently in effect, and no action has been taken to further amend, modify
      or
      repeal such Certificate of Incorporation, the same being in full force and
      effect in the attached form as of the date hereof. 

     

    (c) Attached
      hereto as Exhibit C is a true, correct and complete copy of the Bylaws of the
      Company and any and all amendments thereto currently in effect, and no action
      has been taken to further amend, modify or repeal such Bylaws, the same being
      in
      full force and effect in the attached form as of the date hereof.

     

    (d) Each
      person listed below has been duly elected or appointed to the position(s)
      indicated opposite his name and is duly authorized to sign the Securities
      Purchase Agreement and each of the Transaction Documents on behalf of the
      Company, and the signature appearing opposite such person’s name below is such
      person’s genuine signature.

    

      
        	
                Name

              	 	
                Position

              	 	
                Signature

              
	 	 	 	 	 
	
                Christian
                  Itin

              	 	
                President
                  and Chief Executive Officer

              	 	
                  
                  

              


      

    

    


    IN
      WITNESS WHEREOF, the undersigned has hereunto set his hand as of this __ day
      of
      _____, 2008.

     

    
      	  

	
              Matthias
                Alder

            
	
              Secretary

            


    

    


    I,
      Christian Itin, President and Chief Executive Officer, hereby certify that
      Matthias Alder is the duly elected, qualified and acting Secretary of the
      Company and that the signature set forth above is his true
      signature.

     

    
      	  

	
              Christian
                Itin

            
	
              President
                and Chief Executive Officer

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G

    


    Form
      of
      Officer’s Certificate

    


    The
      undersigned, the Chief Executive Officer of Micromet, Inc., a Delaware
      corporation (the "Company"),
      pursuant to Section 5.1(h) of the Securities Purchase Agreement, dated as of
      September 29, 2008, by and among the Company and the investors signatory thereto
      (the "Securities
      Purchase Agreement"),
      hereby represents, warrants and certifies as follows (capitalized terms used
      but
      not otherwise defined herein shall have the meaning set forth in the Securities
      Purchase Agreement):

    


    
      	 	
              1.

            	
              The
                representations and warranties of the Company contained herein are
                true
                and correct in all material respects (except for those representations
                and
                warranties which are qualified as to materiality, in which case,
                such
                representations and warranties shall be true and correct in all respects)
                as of the date when made and as of the Closing Date, as though made
                on and
                as of such date, except for such representations and warranties that
                speak
                as of a specific date.

            


    

    


    
      	 	
              2.

            	
              The
                Company has performed, satisfied and complied in all material respects
                with all covenants, agreements and conditions required by the Transaction
                Documents to be performed, satisfied or complied with by it at or
                prior to
                the Closing.

            


    

    


    IN
      WITNESS WHEREOF,
      the
      undersigned has executed this certificate this [___] day of _____,
      2008

    


    
      	 	 	 
	 	 	 
	 	
              ___________________________

            	 
	 	
              [                                            
                ]

            	
               

            
	 	
              Chief
                Executive Officer

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      H

     

    Wire
      Instructions