CARDIOTECH INTERNATIONAL, INC. (Incorporated under the laws of the State of Delaware) REPRESENTATIVE’S WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK [the Warrant will be for the same Securities sold in the Placement] Warrant Price: $ [the same...Cardiotech International Inc • December 23rd, 2004 • Surgical & medical instruments & apparatus • Massachusetts
THIS IS TO CERTIFY that, for value received, Stonegate Securities, Inc. (“Stonegate”) and its assigns (collectively, the “Holder”), is entitled to purchase, subject to the terms and conditions hereinafter set forth, up to *** *** shares of the common stock, no par value (“Common Stock”), of Cardiotech International, Inc., a Delaware corporation (the “Company”), and to receive certificate(s) for the Common Stock so purchased.
LOCK-UP AGREEMENTLock-Up Agreement • December 23rd, 2004 • Cardiotech International Inc • Surgical & medical instruments & apparatus • Massachusetts
Lock-Up Agreement (this “Agreement”) is entered into as of December 22, 2004, by and between CardioTech International, Inc., a Massachusetts corporation (the “Company”), and the shareholder of the Company named on the signature page hereof (the “Shareholder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2004 • Cardiotech International Inc • Surgical & medical instruments & apparatus • Massachusetts
The undersigned beneficial owner (the “Selling Stockholder”) of common stock, par value $0.01 per share (the “Common Stock”), of CardioTech International, Inc., a Massachusetts corporation (the “Company”) or Common Stock issuable upon the exercise of warrants or conversion of other securities (the “Registrable Securities”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with registration rights granted to the Selling Stockholder under that certain Registration Rights Agreement, dated December 22, 2004, among the Company, the Selling Stockholder and the other Purchasers named therein (the “Registration Rights Agreement”). Capitalized terms used in this Questionnaire but not otherwise defined
SECURITIES PURCHASE AGREEMENT Dated as of December 22, 2004 among CARDIOTECH INTERNATIONAL, INC. and THE PURCHASERS LISTED ON EXHIBIT ASecurities Purchase Agreement • December 23rd, 2004 • Cardiotech International Inc • Surgical & medical instruments & apparatus • Massachusetts
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 22, 2004, by and among CardioTech International, Inc., a Massachusetts corporation (the “Company”), and the entities listed on Exhibit A hereto (each, a “Purchaser” and collectively, the “Purchasers”), for the purchase and sale by the Purchasers of shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), warrants to purchase shares of Common Stock, and additional investment rights to purchase shares of Common Stock.
ADDITIONAL INVESTMENT RIGHT To Purchase shares of Common Stock of CARDIOTECH INTERNATIONAL, INC.Cardiotech International Inc • December 23rd, 2004 • Surgical & medical instruments & apparatus
THIS ADDITIONAL INVESTMENT RIGHT (this “Additional Investment Right”) CERTIFIES that, for value received, (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 of issuance of this Additional Investment Right (the “Initial Exercise Date”) and on or prior to the earlier to occur of (i) the 90th Business Day following the date that the Registration Statement is declared effective by the Commission, and (ii) the one year anniversary of the Closing Date (either (i) or (ii) above, the “Termination Date”), but not thereafter, to subscribe for and purchase from CardioTech International, Inc., a Massachusetts corporation (the “Company”), up to shares of Common Stock, par value $0.01 per share, of the Company (each such share, an “Additional Investment Right Share” and all such shares, the “Additional Investment Right Shares”), at a price of $2.40 per share (the “Exercise Price”). Capitaliz
