COMMON STOCK PURCHASE WARRANT VIRAL GENETICS, INC.Viral Genetics Inc /De/ • December 9th, 2005 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Robert Siegel, MD, an individual residing in the city of Pleasantville, New York, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Viral Genetics, Inc., a Delaware corporation (the “Company”), up to 555,555 shares (the “Warrant Shares”) of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 9th, 2005 • Viral Genetics Inc /De/ • Pharmaceutical preparations • California
This Securities Purchase Agreement (this “Agreement”) is dated as of November 7, 2005, between Viral Genetics, Inc., a Delaware corporation (the “Company”), and Robert Siegel, an individual residing in the city of Pleasantville, New York, (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 9th, 2005 • Viral Genetics Inc /De/ • Pharmaceutical preparations • California
THE COMMON STOCK OF VIRAL GENETICS, INC., DESCRIBED IN THIS SUBSCRIPTION AGREEMENT (this “Agreement”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“Act”), OR QUALIFIED UNDER THE STATE SECURITIES LAWS OF ANY STATE. THE SECURITIES ARE BEING SOLD IN RELIANCE ON EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS. THE SECURITIES AND RIGHTS PURSUANT TO THIS AGREEMENT CANNOT BE SOLD, TRANSFERRED, ASSIGNED, OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS, INCLUDING REGULATION S PROMULGATED UNDER THE ACT.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 2005 • Viral Genetics Inc /De/ • Pharmaceutical preparations • California
This Registration Rights Agreement (“Agreement”) dated as of November 7, 2005, is made by and between Viral Genetics, Inc., a Delaware corporation (the “Company”), and Robert Siegel, an individual residing in city of Pleasantville, New York (the “Investor”) pursuant to the Securities Purchase Agreement between the Company and Investor dated November 7, 2005 (the “Purchase Agreement”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 9th, 2005 • Viral Genetics Inc /De/ • Pharmaceutical preparations • California
This Agreement shall constitute the irrevocable offer of the undersigned to purchase, in the amounts and subject to the terms set forth in this Agreement, _______________ Units at a purchase price of $0.25 per Unit (each Unit consisting of one share of the Common Stock of Viral Genetics, Inc., a Delaware corporation (the “Company”) and one warrant to purchase one share of the Common Stock of the Company at a price of $0.45 per share exercisable for 3 years as per the attached Warrant Agreement). On execution by both parties, this Agreement shall become a bilateral agreement binding on both the undersigned and the Company. Each part of this Agreement must be completed by the undersigned and, by execution below, the undersigned acknowledges that it understands that the Company is relying on the accuracy and completeness hereof in complying with its obligations under applicable securities laws.
