PLACEMENT AGENCY AGREEMENTAksys LTD • July 2nd, 2003 • Electromedical & electrotherapeutic apparatus • New York
Introduction. Aksys, Ltd., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions herein, to issue and sell an aggregate of up to $60,000,000 million, as applicable, in shares of its common stock, par value $0.01 per share (the "Common Stock"), shares of its preferred stock, par value $0.01 per share (the "Preferred Stock"), or of its debt securities ("Debt"), warrants to purchase Common Stock, Preferred Stock or Debt ("Warrants") or any combination thereof, directly to various investors (collectively, the "Investors"). The Common Stock, Preferred Stock, Debt and Warrants are sometimes herein referred to as the "Securities."
SUBSCRIPTON AGREEMENTAgreement • July 2nd, 2003 • Aksys LTD • Electromedical & electrotherapeutic apparatus • New York
This subscription (this "Subscription") is dated June 30, 2003 between Aksys, Ltd. ("Buyer") and The Riverview Group, LLC ("Seller"), whereby the parties agree as follows:
COMMON STOCK PURCHASE WARRANT To Purchase 136,364 Shares of Common Stock of Aksys, LtdAksys LTD • July 2nd, 2003 • Electromedical & electrotherapeutic apparatus
THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, Roth Capital Partners, LLC (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 June 30, 2003 (the "Initial Exercise Date") and on or prior to the close of business on June 29, 2008 (the "Termination Date") but not thereafter, to subscribe for and purchase from Aksys, Ltd, a corporation incorporated in the State of Delaware (the "Company"), up to 136,364 shares (the "Warrant Shares") of Common Stock, par value $0.01 per share, of the Company (the "Common Stock"). The purchase price of one share of Common Stock (the "Exercise Price") under this Warrant shall be $15.00, subject to adjustment hereunder.
PRICING AGREEMENTAksys LTD • July 2nd, 2003 • Electromedical & electrotherapeutic apparatus
Aksys, Ltd., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Placement Agency Agreement dated June 30, 2003 (the "Placement Agreement"), between the Company on the one hand and Roth Capital Partners, LLC, on the other hand, to issue and sell to the Purchasers named in Schedule I hereto (the "Purchasers") the amount or number of securities specified in Schedule I hereto (the "Securities"). Each of the provisions of the Placement Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Base Prospectus in Section 2 of the Placement Agreement shall be deemed to be a representation or warra
