Unassociated Document


    Exhibit
      4.5

     

     

    AMENDMENT
      NO. 1 TO SECURITIES PURCHASE AGREEMENT, SENIOR 

    SECURED
      CONVERTIBLE NOTES, WARRANTS AND SECURITY AGREEMENT

     

     

    This
      AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT, SENIOR SECURED CONVERTIBLE
      NOTES, WARRANTS AND SECURITY AGREEMENT (this “Amendment”) is made and entered
      into as of October 3, 2007, by and among Biophan Technologies, Inc., a Nevada
      corporation (the “Biophan”), and the purchasers identified on the signature
      pages hereto (each, a “Purchaser” and, collectively, the
“Purchasers”).

     

    RECITALS

     

    Biophan
      and the Purchasers are parties to a Securities Purchase Agreement, dated as
      of
      October 11, 2006 (the “Purchase Agreement”), pursuant to which Biophan issued
      and sold to the Purchasers an aggregate of $7,250,000 of Notes and certain
      Warrants (each as defined in the Purchase Agreement). Capitalized terms used
      and
      not defined in this Amendment shall have the respective meanings set forth
      in
      the Purchase Agreement.

     

    In
      connection with the Purchase Agreement, Biophan and the Purchasers entered
      into
      a Security Agreement, dated as of October 11, 2006 (the “Security Agreement”),
      pursuant to which Biophan agreed to pledge and grant a security interest in
      the
      Collateral (as defined in the Security Agreement). 

     

    Biophan
      and the Purchasers now wish to further modify certain of the terms of the
      Purchase Agreement, Notes, Warrants and the Security Agreement. 

     

    NOW,
      THEREFORE, in consideration of the foregoing Recitals and other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, Biophan and each Purchaser, severally and not jointly, agree
      as
      follows:

     

    
      	1.  	
              Amendments
                to Purchase Agreement. 

            


    

     

    
      	1.1.  	
              Biophan
                and each Purchaser agree that Section 4.17 of the Purchase Agreement
                shall
                be deleted and replaced in its entirety as
                follows:

            


    

     

    “Section
      4.17 SBI
      Default. In
      connection with the Stock Purchase Agreement dated May 27, 2005 (the “SBI
      Purchase Agreement”) by and between the Company and SBI Brightline XI, LLC
      (“SBI”), the Company shall (i) to the extent requested by a holders collectively
      holding at least 50.1% of the aggregate principal amount outstanding under
      the
      Notes (the “Noteholder
      Majority”),
      enforce all of its rights and remedies thereunder in connection with the breach
      by SBI, and (ii) not agree to any settlement, amendment, waiver or consent
      under
      the SBI Purchase agreement without the prior written consent of the Noteholder
      Majority. The Company hereby covenants to file a Form 8-K with the Commission
      relating to the default by SBI , in a form reasonably acceptable to the
      Noteholder Majority, within 3 Trading Days following the Closing
      Date.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.2  Biophan
      and each Purchaser agree to insert the following Section 4.19 to the Purchase
      Agreement: 

     

    “Section
      4.19  Subsequent
      Financings.
       If
      any
      time prior to the date on which the Company has consummated one or more equity
      financings following the Closing Date, the Company or any Subsidiary (other
      than
      Myotech, LLC and Biophan Europe) of the Company offers to issue or issues to
      any
      Person any security of the Company or any Subsidiary (other than Myotech, LLC
      and Biophan Europe) of the Company, then the Company shall offer to each
      Purchaser the right to exchange all or a portion of the outstanding principal
      amount of the Notes then held by such Purchaser (the “Exchanged
      Amount”),
      plus
      (i) accrued but unpaid interest thereon and (ii) an exchange premium issued
      to
      such Purchaser equal to 20% of the Exchanged Amount, for such security. Such
      offer shall be made at the same time and in the same manner as if such offer
      is
      being made to any other potential purchaser of such security. Each Purchaser
      shall have 20 Trading Days to review the offer and determine whether it wants
      to
      exchange all or any portion of the Notes.” 

     

    
      	2.  	
              Amendments
                to Notes. 

            


    

     

    
      	2.1.  	
              Biophan
                and each Purchaser agree to insert the following clause (i) in Section
                2
                of the Notes: 

            


    

     

    “(i) 
      Notwithstanding anything to the contrary, in the event the Company elects to
      pay
      the Monthly Installment in cash, the Holder shall have the right to convert
      any
      portion of the Notes and apply the number of shares such Holder would have
      received had the Company elected to pay in Common Stock towards the Monthly
      Installment in lieu of receiving such cash payment.” 

     

    
      	2.2.  	
              Biophan
                and each Purchaser agree that the Monthly Installments (as defined
                in the
                Notes) due in February 2007, March 2007, April 2007 and May 2007
                totaling
                an aggregate amount of $753,244.81, plus accrued interest and penalties
                thereon, which total $652,500 (collectively, the “Past Due Monthly
                Amount”) shall be paid to the Purchasers in accordance with this Section
                2.2.

            


    

     

    
      	a.  	
              Biophan
                shall pay to the Purchasers, pro rata, an aggregate amount equal
                to
                $702,872.41 upon receiving the proceeds under the IP Assignment Agreement,
                which shall be applied first to interest and penalties and then to
                the
                past due Monthly Installments.

            


    

     

    
      	b.  	
              The
                Past Due Monthly Amount, less the amount paid in clause (a) above
                (the
                “Outstanding Past Due Amount”),
                shall be paid in 6 equal monthly installments commencing October
                10, 2007
                and on each of the next five monthly anniversaries (each, a “Monthly
                Payment Date”). Biophan shall pay the Outstanding Past Due Amount on each
                Monthly Payment Date in freely tradable shares of Common Stock, without
                any restrictive legends, and delivered to the respective Purchaser’s
                account with The Depository Trust Company (“DTC”) (or by physical
                certificate if the Purchaser does not have an account with the
                DTC).

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	c.  	
              The
                number of shares of Common Stock issuable on each Monthly Payment
                Date
                under clause (b) above shall be equal to the quotient of (x) one-sixth
                of
                the Outstanding Past Due Amount, divided by (y) lesser of (i) the
                then
                Conversion Price (as adjusted in accordance herewith) and (ii) 90%
                of the
                arithmetic average of the VWAP for each of the 20 Trading Days ending
                immediately prior to the applicable Monthly Payment Date
                (subject to adjustment for any stock dividend, stock split, stock
                combination or other similar event affecting the Common Stock during
                such
                20 Trading Day period).

            


    

     

    
      	2.3.  	
              Biophan
                and each Purchaser agree that the definition of “Conversion Price” in
                Section 1 of the Notes shall be deleted and replaced in its entirety
                as
                follows:

            


    

     

    ““Conversion
      Price”
means
      $0.15, subject to adjustment from time to time pursuant to Section
      10.”

     

    
      	2.4.  	
              Biophan
                and each Purchaser agree that the last sentence in Section 10(c)
                of the
                Notes shall be deleted and replaced in its entirety as
                follows:

            


    

     

    “If
      any
      Fundamental Change constitutes or results in a Change of Control, then at the
      request of the Holder delivered before the 45th day after such Fundamental
      Change, the Company (or any such successor or surviving entity) will purchase
      this Note from the Holder for a purchase price, payable in cash within five
      Trading Days after such request (or, if later, on the effective date of the
      Fundamental Transaction), equal to the greatest of (i) the Black Scholes value
      of the remaining unexercised portion of this Note on the date of such request,
      (ii) 125% of the outstanding principal amount, plus all accrued but unpaid
      interest thereon through the date of payment, and (iii) the Event Equity
      Value.”

     

    
      	3.  	
              Amendment
                to Warrants.
                

            


    

     

    
      	3.1.  	
              The
                Exercise Price (as defined in the Warrants) of the Warrant A, Warrant
                B
                and Warrant C shall each be reduced
                $0.23.

            


    

     

    
      	3.2.  	
              Biophan
                and each Purchaser agree that the Section 10 of Warrant A, Warrant
                B and
                Warrant C shall each be deleted and replaced in its entirety as
                follows:

            


    

     

    “10.Payment
      of Exercise Price. The Holder shall pay the Exercise Price in immediately
      available funds; provided, however, that if the Registration Statement is
      not effective at the time of exercise, the Holder may satisfy its obligation
      to
      pay the Exercise Price through a “cashless exercise,” in which event the Company
      shall issue to the Holder the number of Warrant Shares determined as
      follows:

     

    
      	 	
              X
                =
                Y [(A-B)/A]

            	 
	
              where:

            	 	 
	
               

            	
              X
                =
                the number of Warrant Shares to be issued to the Holder.

            	 
	 	 	 
	 	
              Y
                =
                the number of Warrant Shares with respect to which this Warrant is
                being
                exercised.

            	 
	 	 	 
	 	
              A
                =
                the arithmetic average of the VWAP for the twenty Trading Days immediately
                prior to (but not including) the Exercise Date.

            	 
	 	 	 
	 	
              B
                =
                the Exercise Price.

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    For
      purposes of Rule 144 promulgated under the Securities Act, it is intended,
      understood and acknowledged that the Warrant Shares issued in a cashless
      exercise transaction shall be deemed to have been acquired by the Holder, and
      the holding period for the Warrant Shares shall be deemed to have commenced,
      on
      the date this Warrant was originally issued pursuant to the Purchase
      Agreement.”

     

    
      	4.  	
              Other
                Amendments and Agreements.

            


       

    

    
      
        	
                4.1. 
                  

              	
                Consent
                  Rights.

              


      

    

    
       

      	a.  	
              Biophan
                and each Purchaser agree that Biophan shall not appoint directors
                to
                Myotech, LLC’s Board of Directors without the prior written consent of the
                Purchasers (other than Castlerigg Master Investments LTD, CAMOFI
                Master
                LLC, BridgePointe Master Fund Ltd., Rockmore Investment Master Fund
                Ltd.
                and Highbridge International LLC) collectively holding at least 60%
                of the
                aggregate principal amount outstanding under the Notes (not including
                the
                Notes held by Castlerigg Master Investments LTD, CAMOFI Master LLC,
                BridgePointe Master Fund Ltd., Rockmore Investment Master Fund Ltd.
                and
                Highbridge International LLC) (the “Participating Majority”). The
                Participating Majority hereby consents to the initial appointment
                of Stan
                Yakatan, John Lanzafame and Bonnie Labosky as Biophan’s representatives on
                Myotech, LLC’s Board of Directors.

            


       

    

    
      	b.  	
              Biophan
                and the Participating Majority agree that the Participating Majority,
                upon
                delivering written notice to Biophan, shall have the right to cause
                Biophan to exercise its rights pursuant to the Myotech Operating
                Agreement
                to immediately remove any of the directors it has appointed to Myotech,
                LLC’s Board of Directors. 

            


    

     

    
      	c.  	
              Without
                the prior written approval of the Purchasers collectively holding
                60% of
                the aggregate principal amount outstanding under the Notes (the “Majority
                In Interest”), Biophan agrees that (i) neither it nor any director on the
                Myotech, LLC Board of Directors appointed by Biophan will vote in
                favor or
                approve, directly or indirectly, any offer, sale, grant of any option
                to
                purchase, or otherwise dispose of (or announce any offer, sale, grant
                or
                any option to purchase or other disposition of) any of its equity
                or
                equity equivalent securities including without limitation any debt,
                preferred stock or other instrument or security that is, at any time
                during its life and under any circumstances, convertible into or
                exchangeable or exercisable for Common Stock or Common Stock Equivalents,
                and (ii) it shall not invest more than $3,200,000 in Myotech, LLC.
                Clause
                (i) above shall not apply to the issuance of securities in connection
                with
                (a) any option plan that has been approved by Myotech, LLC’s Board of
                Directors, pursuant to which Myotech LLC’s securities may be issued to any
                employee, officer or director for services provided to Myotech, LLC,
                or
                (b) the exercise of any options or warrants issued by Myotech, LLC
                prior
                to the date hereof.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	4.2  	
              Release
                of Collateral.
                Biophan and each Purchaser agree that Iroquois Master Fund, Ltd
                (“Iroquois”), as agent under the Security Agreement, shall release (i) the
                Stock Collateral (as defined in the Security Agreement) consisting
                of
                10,000 shares of New Scale Technologies, Inc. to Biophan, and (ii)
                release
                the intellectual property set forth on the Consent and Authorization
                Agreement dated October 2, 2007 (the “Consent
                Letter”).

            


    

     

    
      	4.3  	
               Use
                of Proceeds.
                In connection with the proceeds received by Biophan pursuant to the
                sale
                of the intellectual property under the Intellectual Property Assignment
                Agreement dated as of August 6, 2007 (the “IP Assignment Agreement”), by
                and among Biophan and Medtronic, Inc., Biophan covenants to use the
                proceeds as follows: (i) to make an investment in Myotech, LLC up
                to
                $3,200,000, (ii) to fund working capital in an amount no less than
                $4,200,000, (iii) to not pay more than $600,000 in expenses (as defined
                under GAAP) for each of the next 7 quarters commencing October 1,
                2007
                (excluding any litigation expenses approved by the Majority In Interest)
                (the “Budget Amount”), (iv) with the written approval of the Majority In
                Interest, to invest in existing and new technologies up to $1,800,000,
                and
                (v) to make the payments set forth on Schedule 4.3 hereto. In connection
                with clause (ii) and (iii) above, at the request of any Purchaser,
                Biophan
                agrees to send such Purchaser proper documentation that its quarterly
                expenses are within the Budget Amount. Biophan acknowledges that
                this
                covenant is a material inducement for the Purchasers entering into
                this
                Amendment.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	4.4  	
              Resignation
                of Mr. Michael Weiner.
                Notwithstanding anything to the contrary, this Amendment shall not
                be
                effective unless Biophan delivers to the Purchasers evidence acceptable
                to
                the Purchasers that Mr. Michael Weiner has resigned from Biophan’s
                Management Committee and any other director or officer position held
                by
                him at Biophan. In no event shall Biophan give Mr. Michael Weiner
                a
                severance package greater than $100,000 in cash and $250,000 in shares
                of
                Biophan Common Stock

            


    

     

    
      	4.5  	
              Continued
                Validity of Transaction Documents under Purchase
                Agreements.
                The parties hereto agree that the Purchase Agreement and the Transaction
                Documents entered into in connection therewith (as amended by this
                Amendment), remain in full force and effect, modified to the extent
                and
                only to the extent necessary to give effect to this Amendment and
                the
                transactions herein contemplated.

            


    

     

    
      	5.  	
              Miscellaneous.

            


    

     

    5.1.   Fees
      and Expenses.
      At the
      Closing, Biophan shall pay to Iroquois an aggregate of $25,000 for their legal
      fees and expenses incurred in connection with the preparation and negotiation
      of
      this Amendment. 

     

    5.2.  Entire
      Agreement.
      This
      Amendment and 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 and
      understandings, oral or written, with respect to such matters, which the parties
      acknowledge have been merged into such documents, exhibits and
      schedules.

     

    5.3.   Equal
      Treatment of Purchasers.
      No
      consideration shall be offered or paid to any person to amend or consent to
      a
      waiver or modification of any provision of any of the Transaction Documents
      unless the same consideration is also offered to all of the parties to the
      Transaction Documents. For clarification purposes, this provision constitutes
      a
      separate right granted to each Purchaser by Biophan and negotiated separately
      by
      each Purchaser, and is intended to treat for Biophan and the Purchasers as
      a
      class and shall not in any way be construed as the Purchasers acting in concert
      or as a group with respect to the purchase, disposition or voting of Securities
      or otherwise.

     

    5.4.   Public
      Announcement.
      Biophan
      shall, by 8:30 a.m. Eastern time on October 5, 2007, issue a press release
      disclosing the material terms of the transactions contemplated hereby and by
      4:30 p.m. Eastern time on the first Business Day following the date hereof,
      file
      a Current Report on Form 8-K (the “8-K Filing”), attaching such press release,
      this Amendment and the Consent Letter, each reasonably acceptable to each
      Purchaser. From and after the filing of the 8-K Filing with the Commission,
      the
      Company represents that the Purchasers shall not be in possession of any
      material, nonpublic information received from the Company, any of its
      Subsidiaries or any of its respective officers, directors, employees or agents
      that is not disclosed in the 8-K Filing. Biophan shall not, and shall cause
      each
      of its Subsidiaries and its and each of their respective officers, directors,
      employees and agents, not to, provide any Purchaser with any material, nonpublic
      information regarding the Company or any of its Subsidiaries from and after
      the
      filing of the 8-K Filing with the Commission without the express written consent
      of such Purchaser. Biophan and each Purchaser shall consult with each other
      in
      issuing any other press releases with respect to the transactions contemplated
      hereby, and neither Biophan nor any Purchaser shall issue any such press release
      or otherwise make any such public statement without the prior consent of
      Biophan, with respect to any press release of any Purchaser, or without the
      prior consent of each Purchaser, with respect to any press release of Biophan,
      which consent shall not unreasonably be withheld, except if such disclosure
      is
      required by law, in which case the disclosing party shall promptly provide
      the
      other party with prior notice of such public statement or communication.
      Notwithstanding the foregoing, Biophan shall not publicly disclose the name
      of
      any Purchaser, or include the name of any Purchaser in any filing with the
      Commission 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 the registration statement contemplated by the Registration
      Rights Agreement and (ii) to the extent such disclosure is required by law
      or
      Trading Market regulations, in which case Biophan shall provide the Purchasers
      with prior notice of such disclosure permitted under subclause (i) or
      (ii).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.5.   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
      as specified in the Purchase Agreement. The address for such notices and
      communications shall be as set forth on the signature pages attached to the
      Purchase Agreement. 

     

    5.6.   Amendments;
      Waivers.
      No
      provision of this Amendment may be waived or amended except in a written
      instrument signed, in the case of an amendment, by Biophan and each Purchaser
      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 Amendment 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.

     

    5.7.   Amendment
      Controls.
      If any
      topic is addressed both in the Purchase Agreement (or any document related
      thereto) and in this Amendment, this Amendment shall control.

     

    5.8.   Construction.
      The
      headings herein are for convenience only, do not constitute a part of this
      Amendment and shall not be deemed to limit or affect any of the provisions
      hereof. The language used in this Amendment 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.9.   Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Amendment 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. The parties agree that Section 7.9
      of
      the Purchase Agreement shall apply to this Amendment as if set forth in its
      entirety herein.

     

    5.10.   Survival.
      The
      representations and warranties contained herein shall survive for the applicable
      statue of limitations.

     

    5.11.  Execution.
      This
      Amendment may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same document 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. 

     

    5.12.  Severability.
      If any
      provision of this Amendment is held to be invalid or unenforceable in any
      respect, the validity and enforceability of the remaining terms and provisions
      of this Amendment 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 Amendment.

     

    5.13.  Independent
      Nature of Purchasers’ Obligations and Rights.
      The
      obligations of each Purchaser hereunder 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. Nothing
      contained herein, and no action taken by any Purchaser pursuant hereto, 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 hereby. Each Purchaser shall be entitled to
      independently protect and enforce its rights, including, without limitation,
      the
      rights arising out of this Amendment and it shall not be necessary for any
      other
      Purchaser to be joined as an additional party in any proceeding for such
      purpose. The Purchasers have not relied upon the same legal counsel in their
      review and negotiation of this Amendment. Biophan has elected to provide all
      Purchasers with the same terms and form of Amendment for the convenience of
      Biophan and not because it was required or requested to do so by the Purchasers.
      Each Purchaser represents that it has been represented by its own separate
      legal
      counsel in its review and negotiations of this Amendment and each party
      represents and confirms that Malhotra & Associates LLP represents only
      Iroquois Master Fund, Ltd in connection with this Amendment.

     

    (Signature
      Pages Follow)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    

      
        	
                
                  BIOPHAN
                    TECHNOLOGIES, INC.

                

              	 
	 	 	 
	 	 	 
	
                By: 
                  

              	
                /s/
                  John F. Lanzafame

              	 
	 	
                Name:
                  John F. Lanzafame

              	 
	 	
                Title:
                  Chief Executive Officer

              	 


      

    

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
      PAGE FOR PURCHASERS FOLLOWS]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed
      by their respective authorized signatories as of the date first indicated
      above.

     

    Name
      of
      Investing Entity:
      BridgePointe Master Fund
      Ltd.                                                                     


    Signature
      of Authorized Signatory of Investing Entity: /s/
      Eric
      Swartz                                               

    Name
      of
      Authorized Signatory: Eric
      Swartz                                                                                               


    Title
      of
      Authorized
      Signatory:                                                                                                                      

      Email
        Address of Authorized
        Entity:                                                                                                           


    

     

    Name
      of
      Investing Entity:
      CAMOFI Master
      LDC                                                                                     

    Signature
      of Authorized Signatory of Investing Entity:
      /s/
      Jeffrey M.
      Haas                                       


    Name
      of
      Authorized Signatory:
      Jeffrey M.
      Haas                                                                                       


    
      Title
        of
        Authorized
        Signatory:                                                                                                                      


      Email
        Address of Authorized
        Entity:                                                                                                           



    

     

    Name
      of
      Investing Entity:
      Castlerigg Master Investments
      Ltd.                                                              


    Signature
      of Authorized Signatory of Investing Entity:
      /s/
      Patrick T.
      Burke                                       


    Name
      of
      Authorized Signatory:
      Patrick T.
      Burke                                                                                       


    
      Title
        of
        Authorized
        Signatory:                                                                                                                      


      Email
        Address of Authorized
        Entity:                                                                                                           


       

    

    Name
      of
      Investing Entity:
      Cranshire Capital
      LP                                                                                        


    Signature
      of Authorized Signatory of Investing Entity:
      /s/
      Mitchell P.
      Kopin                                   


    Name
      of
      Authorized Signatory:
      Mitchell P.
      Kopin                                                                                   


    
      Title
        of
        Authorized
        Signatory:                                                                                                                      


      Email
        Address of Authorized
        Entity:                                                                                                           


    

     

    Name
      of
      Investing Entity:
      Crescent International
      Ltd.                                                                             


    Signature
      of Authorized Signatory of Investing Entity:
      /s/
      Maxi
      Brezzi                                               


    Name
      of
      Authorized Signatory:
      Maxi
      Brezzi                                                                                               


    Title
      of
      Authorized
      Signatory:                                                                                                                      

      Email
        Address of Authorized
        Entity:                                                                                                           


    

     

    Name
      of
      Investing Entity:
      Harborview Master
      Fund                                                                                


    Signature
      of Authorized Signatory of Investing Entity:
      /s/
      Thomas Van
      Poucke                              


    Name
      of
      Authorized Signatory:
      Thomas Van
      Poucke                                                                              


    Title
      of
      Authorized
      Signatory:                                                                                                                      

      Email
        Address of Authorized
        Entity:                                                                                                           


    

     

    Name
      of
      Investing Entity:
      Highbridge International
      LLC                                                                        


    Signature
      of Authorized Signatory of Investing Entity:
      /s/
      Adam
      Chill                                                

    Name
      of
      Authorized Signatory:
      Adam
      Chill                                                                                               


    
      Title
        of
        Authorized
        Signatory:                                                                                                                      


      Email
        Address of Authorized
        Entity:                                                                                                           


    

    


    Name
      of
      Investing Entity:
      Iroquois Master Fund
      Ltd.                                                                             


    Signature
      of Authorized Signatory of Investing Entity:
      /s/
      Joshua
      Silverman                                   


    Name
      of
      Authorized Signatory:
      Joshua
      Silverman                                                                                   


    
      Title
        of
        Authorized
        Signatory:                                                                                                                      


      Email
        Address of Authorized
        Entity:                                                                                                           


    

     

    Name
      of
      Investing Entity:
      Rockmore Investment Master Fund
      Ltd.                                                     


    Signature
      of Authorized Signatory of Investing Entity:
      /s/
      Bruce
      Bernstein                                      


    Name
      of
      Authorized Signatory:
      Bruce
      Bernstein                                                                                      


    Title
      of
      Authorized
      Signatory:                                                                                                                      

      Email
        Address of Authorized
        Entity:                                                                                                           


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      4.3

    

      
        	
                Category

              	
                Amount

              
	 	 
	
                Nanoset
                  IP Purchase, Medtronic transaction

              	
                $250,000
                  

              
	
                Bramson
                  & Pressman - legal, licensing

              	
                $25,000
                  

              
	
                Sichenzia
                  - legal

              	
                $25,000
                  

              
	
                Iroquois
                  - legal

              	
                $25,000
                  

              
	
                Myotech
                  - legal

              	
                $15,000
                  

              
	
                Unterberg

              	
                $50,000
                  

              
	
                Deal-related
                  incremental travel, August-September

              	
                $10,000
                  

              
	
                Incremental
                  IP costs, Medtronic transaction

              	
                $50,000
                  

              
	
                Bonus,
                  Lanzafame

              	
                $100,000
                  

              
	
                Severance,
                  Weiner

              	
                $100,000
                  

              
	
                Biophan
                  Europe allocation

              	
                $100,000
                  

              
	
                Payables
                  - GGK

              	
                $270,000
                  

              
	
                Payables
                  - Nixon Peabody

              	
                $80,000
                  

              
	
                Payables
                  misc smaller accounts

              	
                $110,000
                  

              
	
                Closing
                  costs and one time fees, Sub total

              	
                $1,210,000