Pilot fish- Brian is correct

Mosaic ImmunoEngineering is a nanotechnology-based immunotherapy company developing therapeutics and vaccines to positively impact the lives of patients and their families.

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l2007s

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Pilot fish- Brian is correct

posted on Aug 23, 2010 12:46PM

Take a look at this and you will know what Stan was paid compared to the rest. Someone please explain to me what the green highlighted text means to us.

8K Sub Doc 5

Lincoln

NOW, THEREFORE, in consideration of the respective promises,

representations, warranties, covenants and conditions contained in this

Agreement, the parties hereby agree as follows:

1. Consent. Effective upon the receipt by the Rights Holder of the consideration

described in Section 7 of this Agreement, the Rights Holder hereby consents to,

approves and ratifies the Proposed Transactions and the Approved Actions, each

subject to Section 9 below.

2. Conveyance of Warrants. Effective upon the receipt by the Rights Holder of

the consideration described in Section 7 of this Agreement, the Rights Holder

hereby sells, transfers and conveys to the COMPANY, free and clear of any and

all liens or other adverse claims thereto, Three Million (3,000,000) Warrants

described on Exhibit A hereto. The Rights Holder agrees to execute any documents

and take any other action that may be required to effect and memorialize such

transfer of the Warrants to the COMPANY pursuant to this Section 2.

3. Warrant Price Reset. Effective upon receipt by the Rights Holder of the

consideration pursuant to Section 7 of this Agreement, the exercise price of the

Twenty One Million, Six Hundred Twenty Five Thousand, Eight Hundred Seventy Two

(21,625,872) Warrants described on Exhibit B hereto will be reset to 0.015

dollars per share.

4. Waiver of Right of First Refusal, Limitation of Sale or Disposition of

Intellectual Property and Redemption Upon Major Transaction. Effective upon the

receipt by the Rights Holder of the consideration described in Section 7 of this

Agreement, the Rights Holder hereby waives any right of first refusal or any

right to limit the sale or disposition of the COMPANY's intellectual property,

including but not limited to those rights set forth in Sections 4(l) and 4(m) of

the Securities Purchase Agreements, and waives its right to redemption upon a

Major Transaction as set forth in Section 4(o) of the Securities Purchase

Agreements, in each case to the extent necessary to allow the Proposed

Transactions and the Approved Actions to occur, or any future transaction in

which the Company may engage, all subject to Section 9 below.

5. Waiver of Redemption Right. Effective upon the receipt by the Rights Holder

of the consideration pursuant to Section 7 of this Agreement, the Rights Holder

waives any right to require any warrant redemption as a consequence of the

Proposed Transactions or any future transaction in which the Company may engage,

subject to Section 9 below.

6. Release of Lien. Effective upon the receipt by the Rights Holder of the

consideration pursuant to Section 7 of this Agreement, the Rights Holder hereby

releases its liens with regard to the COMPANY's intellectual property portfolio,

including without limitation the MSD Patents, and agrees to take any and all

action necessary to cause all UCC financing statements, USPTO filings and other

filings or documents evidencing such lien to be terminated, provided that the

debts underlying such liens shall remain intact.

7. Payment to Rights Holder. In consideration of the covenants, promises, and

agreements set forth in this Agreement, the Rights Holder shall be paid $993,305

pursuant to the Escrow Agreement upon the closing of the Proposed Transactions.

The Rights Holder hereby acknowledges that such consideration constitutes good,

valid and sufficient consideration in exchange for the covenants, promises, and

agreements of the Rights Holder set forth in this Agreement..

8. Amendment of Securities Purchase Agreements. Effective as of the receipt of

consideration pursuant to Section 7 of this Agreement, the Securities Purchase

Agreements shall be amended to remove Sections 4(1), 4(m) and 4(o) in their

entirety, and such sections shall be of no further force or effect, all subject

to Section 9 below. The COMPANY and the Rights Holder hereby acknowledge and

agree that this Agreement meets all of the requirements for amendment of the

Securities Purchase Agreements provided in Section 8(e) thereof.

9. Redemption. Notwithstanding anything to the contrary herein, in the event

that any one or more of the following occur (each, a "Redemption Trigger"), the

Rights Holder, at its option, may require the COMPANY to effect a Warrant

Redemption (as defined below) of any or all (at the Rights Holders' option) of

the Rights Holders' Warrants (as defined below):

A. The COMPANY merges into or is bought out by another company, or

becomes a private company that does not have publicly traded common

stock, or sells all or substantially all of the COMPANY's assets, or

B. Common stock of the COMPANY is tendered, purchased or exchanged

pursuant to a tender offer, purchase offer or exchange offer, or

C. There is a Change of Control (as defined below) of the COMPANY's

board of directors, and one or more of the following occurs:

(1) COMPANY sells, conveys, disposes of, spins off or assigns

any or all of its NEWCO Stock, or any or all of its rights to

receive the NEWCO Income, to any third party, in each case

without the Right Holder's written consent.

(2) The COMPANY issues or sells, or agrees to issue or sell

Variable Equity Securities (as defined below), for cash in

private capital raising transactions or any securities of the

Company pursuant to an equity line structure or format without

obtaining the prior written approval of the Rights Holder,

with the exception of any such agreements, transactions or

equity lines existing as of the date hereof. For purposes

hereof, the following shall be collectively referred to herein

as, the "Variable Equity Securities": any debt or equity

securities (or securities pursuant to an equity line structure

or similar structure) which are convertible into, exercisable

or exchangeable for, or carry the right to receive additional

shares of Common Stock either (i) at any conversion, exercise

or exchange rate or other price that is based upon and/or

varies with the trading prices of or quotations for Common

Stock at any time after the initial issuance of such debt or

equity security, or (ii) with a fixed conversion, exercise or

exchange price that greater than a thirty percent (30%)

discount to the then prevailing market or is subject to being

reset at some future date at any time after the initial

issuance of such debt or equity security due to a change in

the market price of the Company's Common Stock since date of

initial issuance.

If a Redemption Trigger has occurred and the Rights Holder elects a

redemption, then any of the Rights Holders' Warrants selected by the Rights

Holder for such redemption shall be redeemed ("Warrant Redemption") by the

Company as of the record date for such Redemption Trigger at a price per share

(that is, per share of common stock represented by the warrants) for each Rights

Holder Warrant equal to the "Redemption Price," which shall be defined as the

greater of (A) $0.50 per share, less the Exercise Price per share in effect for

that Rights Holder Warrant on the trading day immediately preceding the record

date of the Redemption Trigger (each subject to adjustment to account for any

forward or reverse stock splits), or (B) the applicable Warrant Redemption

Market Value (as defined below). For purposes hereof, the "Warrant Redemption

Market Value" shall equal the aggregate of the highest Warrant Market Values (as

defined below) for all of the Right Holders' Warrants being so redeemed

calculated on any date during the thirty (30) business day period ending on the

record date for the Redemption Trigger.

For purposes hereof,

"Change in Control" shall mean any change in the makeup of the

COMPANY's board of directors such that the remaining board members from the

following group do not constitute a majority of the board: Gloria Felcyn, David

Pohl, Helmet Faulk, Lowell Giffhorn and Carlton Johnson, Jr

8K Sub Doc 6

Swartz

NOW, THEREFORE, in consideration of the respective promises,

representations, warranties, covenants and conditions contained in this

Agreement, the parties hereby agree as follows:

1. Consent. Effective upon the receipt by the Rights Holder of the consideration

described in Section 7 of this Agreement, the Rights Holder hereby consents to,

approves and ratifies the Proposed Transactions and the Approved Actions, each

subject to Section 9 below.

2. Conveyance of Warrants. Effective upon the receipt by the Rights Holder of

the consideration described in Section 7 of this Agreement, the Rights Holder

hereby sells, transfers and conveys to the COMPANY, free and clear of any and

all liens or other adverse claims thereto, Nine Million (9,000,000) Warrants

described on Exhibit A hereto. The Rights Holder agrees to execute any documents

and take any other action that may be required to effect and memorialize such

transfer of the Warrants to the COMPANY pursuant to this Section 2.

3. Warrant Price Reset. Effective upon receipt by the Rights Holder of the

consideration pursuant to Section 7 of this Agreement, the exercise price of the

Thirteen Million, Three Hundred Seventy Four Thousand, One Hundred Twenty Eight

(13,374,128) Warrants described on Exhibit B hereto will be reset to 0.015