SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 30th, 2005 • Lipid Sciences Inc/ • Biological products, (no disgnostic substances) • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 28, 2005, by and between Lipid Sciences, Inc., a Delaware corporation (the “Company”), and each of the entities whose names appear on the signature pages hereof. Such entities are each referred to herein as an “Investor” and, collectively, as the “Investors”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2005 • Lipid Sciences Inc/ • Biological products, (no disgnostic substances) • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 28, 2005, is by and between LIPID SCIENCES, INC, a Delaware corporation (the “Company”), and each of the entities whose names appear on the signature pages hereof. Such entities are each referred to herein as an “Investor” and, collectively, as the “Investors.”
WARRANT TO PURCHASE COMMON STOCK OF LIPID SCIENCES, INC.Securities Purchase Agreement • September 30th, 2005 • Lipid Sciences Inc/ • Biological products, (no disgnostic substances) • New York
THIS CERTIFIES that (the “Holder”) of this Series A Warrant (this “Warrant”), has the right to purchase from LIPID SICENCES, INC., a Delaware corporation (the “Company”), up to fully paid and nonassessable shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), subject to adjustment as provided herein, at a price per share equal to the Exercise Price (as defined below), at any time beginning on the date on which this Warrant is issued (the “Issue Date”) and ending at 5:00 p.m., New York City time, on the date that is the fifth (5th) anniversary of the Issue Date (the “Expiration Date”). This Warrant is issued pursuant to a Securities Purchase Agreement, dated as of September 28, 2005 (the “Securities Purchase Agreement”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Securities Purchase Agreement.
WARRANT TO PURCHASE COMMON STOCK OF LIPID SCIENCES, INC.Securities Purchase Agreement • September 30th, 2005 • Lipid Sciences Inc/ • Biological products, (no disgnostic substances) • New York
THIS CERTIFIES that (the “Holder”) of this Series B Warrant (this “Warrant”), has the right to purchase from LIPID SICENCES, INC., a Delaware corporation (the “Company”), up to fully paid and nonassessable shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), subject to adjustment as provided herein, at a price per share equal to the Exercise Price (as defined below), at any time beginning on the date on which this Warrant is issued (the “Issue Date”) and ending at 5:00 p.m., New York City time, on the date that is ninety (90) days after the Effective Date (the “Expiration Date”). This Warrant is issued pursuant to a Securities Purchase Agreement, dated as of September 28, 2005 (the “Securities Purchase Agreement”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Securities Purchase Agreement.
