2% CONVERTIBLE NOTE DUE [____], 2018Bioptix, Inc. • March 17th, 2017 • In vitro & in vivo diagnostic substances • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of Bioptix, Inc., a Colorado corporation, (the "Borrower"), having its principal place of business at 1775 38th Street, Boulder CO 80301, due [____], 2018 (this note, the "Note" and, collectively with the other notes of such series, the "Notes").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 17th, 2017 • Bioptix, Inc. • In vitro & in vivo diagnostic substances
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of _________ 2017, among Bioptix, Inc., a Colorado corporation (the "Company"), and each signatory hereto (each, an "Investor" and collectively, the "Investors"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Purchase Agreement (as defined below).
FORM OF COMMON STOCK PURCHASE WARRANTBioptix, Inc. • March 17th, 2017 • In vitro & in vivo diagnostic substances
THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, [______] or its assigns (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 Initial Issuance Date (the "Initial Exercise Date") and on or prior to the close of business on the thirty six (36) month anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from BIOPTIX, INC., a Colorado corporation (the "Company"), up to [____] shares (as subject to adjustment hereunder, the "Warrant Shares") of 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 • March 17th, 2017 • Bioptix, Inc. • In vitro & in vivo diagnostic substances • New York
This Securities Purchase Agreement (this "Agreement") is dated as of [___], 2017, between Bioptix, Inc., a Colorado corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a "Purchaser" and collectively, the "Purchasers").
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • March 17th, 2017 • Bioptix, Inc. • In vitro & in vivo diagnostic substances • New York
This ESCROW DEPOSIT AGREEMENT (this "Agreement") dated as of this [__] day of March 2017 by and among BIOPTIX, INC., a Colorado corporation (the "Company"), having an address at 1775 38th Street, Boulder, CO 80301, [__] (the "Lead Investor") and CORPORATE STOCK TRANSFER, INC. (the "Escrow Agent"), a stock transfer agent, having an office at 3200 Cherry Creek South Drive, Suite 430, Denver, CO 80209. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Securities Purchase Agreement, dated [___], 2017 as amended or supplemented from time-to-time, including all attachments, schedules and exhibits thereto (the "Purchase Agreement").
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • March 17th, 2017 • Bioptix, Inc. • In vitro & in vivo diagnostic substances • New York
This ESCROW DEPOSIT AGREEMENT (this "Agreement") dated as of this [__] day of March 2017 by and among BIOPTIX, INC., a Colorado corporation (the "Company"), having an address at 1775 38th Street, Boulder, CO 80301, [__] (the "Lead Investor") and SIGNATURE BANK (the "Escrow Agent"), a New York State chartered bank, having an office at 950 Third Avenue, 9th Floor. New York, NY 10022. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Securities Purchase Agreement, dated March ____, 2017 as amended or supplemented from time-to-time, including all attachments, schedules and exhibits thereto (the "Purchase Agreement").
