EXHIBIT 6
MACANDREWS & FORBES HOLDINGS INC.
00 XXXX 00xx XXXXXX
XXX XXXX, XXX XXXX 00000
August 13, 2003
SIGA Technologies, Inc.
000 Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxx
Dear Xx. Xxxxxxxx:
Reference is made to the Securities Purchase Agreement (the "Purchase
Agreement"), dated August 13, 2003, by and between SIGA Technologies, Inc. (the
"Company") and MacAndrews & Forbes Holdings Inc. ("M & F"). Capitalized terms
used but not defined herein shall have the meanings set forth in the Purchase
Agreement.
Pursuant to Section 10.5 of the Purchase Agreement, M & F hereby
assigns in part its right to purchase Shares and Warrants to certain Permitted
Transferees (the "Assignees") as set forth on SCHEDULE A hereto; PROVIDED, THAT,
the Assignees will only have a right to purchase Shares and Warrants in Tranche
B if and when M & F purchases Shares and Warrants in Tranche B.
Each undersigned Assignee hereby agrees that it will be bound by all
provisions of the Purchase Agreement that are binding on the Purchaser
thereunder. Without limiting the foregoing, each Assignee, severally and not
jointly, hereby represents and warrants to the Company that:
1. INVESTMENT REPRESENTATIONS AND WARRANTIES. The Assignee understands that
the Securities have not been, and will not upon issuance be, registered
under the Securities Act, and that the certificates evidencing the
Securities shall bear a legend to that effect, unless prior to issuance,
the Securities shall have been so registered.
2. ACQUISITION FOR OWN ACCOUNT. The Assignee is acquiring the Securities for
its own account for investment and not with a view toward distribution in a
manner which would violate the Securities Act.
3. ABILITY TO PROTECT ITS OWN INTERESTS AND BEAR ECONOMIC RISKS; UNDERSTANDING
OF USE OF PROCEEDS. The Assignee has the capacity to protect its own
interests in connection with the transactions contemplated by this
Agreement. The Assignee is able to bear the economic risk of an investment
in the Securities, and has an adequate income independent of any income
produced from an investment in the
Securities and has sufficient net worth to sustain a loss of all of its
investment in the Securities without economic hardship if such a loss
should occur. The Assignee understands in all material respects the
purposes for which the proceeds to the Company from the sale of the Shares
and the Warrants will be used, as such purposes are set forth in Section
7.8 of the Purchase Agreement.
4. ACCREDITED INVESTOR. The Assignee is an "accredited investor" as that term
is defined in Regulation D promulgated under the Securities Act.
5. ACCESS TO INFORMATION. The Assignee has been furnished with the materials
relating to the Company's business, operations, financial condition,
assets, liabilities and other matters relevant to the Assignee's investment
in the Securities, which have been requested by the Assignee. The Assignee
has had adequate opportunity to ask questions of, and receive answers from,
the Company's officers, employees, agents, accountants, and representatives
concerning the Company's business, operations, financial condition, assets,
liabilities, and all other matters relevant to its investment in the
Securities.
The internal laws, and not the laws of conflicts (other than Section
5-1401 of the General Obligations Law of the State of New York), of New York
shall govern the enforceability and validity of this letter agreement, the
construction of its terms and the interpretation of the rights and duties of the
parties. Any suit, action or proceeding seeking to enforce any provision of, or
based on any matter arising out of or in connection with, this letter agreement
or the transactions contemplated hereby may be brought in any federal or state
court located in the County and State of New York, and each of the parties
hereby consents to the jurisdiction of such courts (and of the appropriate
appellate courts therefrom) in any such suit, action or proceeding and
irrevocably waives, to the fullest extent permitted by law, any objection which
it may now or hereafter have to the laying of the venue of any such suit, action
or proceeding in any such court or that any such suit, action or proceeding
which is brought in any such court has been brought in an inconvenient forum.
Process in any such suit, action or proceeding may be served on either party
anywhere in the world, whether within or without the jurisdiction of any such
court.
Nothing expressed or referred to in this letter agreement will be
construed to give any person other than the parties to this letter agreement and
the Company any legal or equitable right, remedy, or claim under or with respect
to this letter agreement or any provision of this letter agreement. This letter
agreement and all of its provisions and conditions are for the sole and
exclusive benefit of the parties to this letter agreement and the Company.
No change or modification of this letter agreement shall be valid
unless the same is in writing and signed by the parties hereto. No waiver of any
provision of this letter agreement shall be valid unless in writing and signed
by the party waiving its rights. The failure of any party at any time to insist
upon, or any delay by either party at any time to insist upon, strict
performance of any condition, promise, agreement or understanding set forth
herein shall not be construed as a waiver or relinquishment of the
2
right to insist upon strict performance of the same condition, promise,
agreement or understanding at a future time.
3
Please indicate your agreement with the foregoing by executing and
returning the enclosed copy of this letter agreement.
Sincerely,
MACANDREWS & FORBES HOLDINGS
INC.
By: /s/ Xxxxxx Xxxxxx
-----------------
Name: Xxxxxx Xxxxxx
Title: Vice Chairman
[SIGNATURE PAGE TO ASSIGNMENT LETTER AGREEMENT]
ACCEPTED AND AGREED:
XXXXXXX X. XXXXXXXX
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------
[SIGNATURE PAGE TO ASSIGNMENT LETTER AGREEMENT]
ACCEPTED AND AGREED:
XXXXXXX X. XXXXXXX
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------
[SIGNATURE PAGE TO ASSIGNMENT LETTER AGREEMENT]
ACCEPTED AND AGREED:
XXXX X. XXXXX
By: /s/ Xxxx X. Xxxxx
------------------
[SIGNATURE PAGE TO ASSIGNMENT LETTER AGREEMENT]
ACCEPTED AND AGREED:
XXXXX X. XXXXXXXX
By: /s/ Xxxxx X. Xxxxxxxx
----------------------
[SIGNATURE PAGE TO ASSIGNMENT LETTER AGREEMENT]
ACCEPTED AND AGREED:
XXXX X. XXXXXXX
By: /s/ Xxxx X. Xxxxxxx
--------------------
[SIGNATURE PAGE TO ASSIGNMENT LETTER AGREEMENT]
ACCEPTED AND AGREED:
SIGA Technologies, Inc.
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Acting Chief Executive Officer
[SIGNATURE PAGE TO ASSIGNMENT LETTER AGREEMENT]
SCHEDULE A
INVESTMENT BY ASSIGNEES
Aggregate purchase Maximum aggregate
Number of price which Assignee Maximum purchase price which
Tranche A is to pay for Tranche Number of Assignee is to pay for
Shares A Shares at the Tranche B Tranche B Shares at
which Purchase Price Shares which the Purchase Price
Assignee is (Tranche A Warrants Assignee is (Tranche B Warrants
assigned to be issued for no assigned to be issued for no
right to additional right to additional
Name of Assignee purchase consideration) purchase consideration)
---------------------------------------------------------------------------------------------------
Xxxxxxx X. Xxxxxxxx 1,389 $ 2,000.16 12,500 $ 18,000
Xxxxxxx X. Xxxxxxx 1,389 $ 2,000.16 12,500 $ 18,000
Xxxx X. Xxxxx 1,736 $ 2,499.84 15,625 $ 22,500
Xxxxx X. Xxxxxxxx 3,472 $ 4999.68 31,250 $ 45,000
Xxxx X. Xxxxxxx 3,472 $ 4999.68 31,250 $ 45,000
