ContractForbes Medi Tech Inc • October 28th, 2005 • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITED STATES OR A U.S. PERSON AND THIS WARRANT AND THE SHARES DELIVERABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR ASSIGNED IN THE UNITED STATES OR TO A U.S. PERSON UNLESS THE UNDERLYING SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE AND THE COMPANY RECEIVES AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO IT TO SUCH EFFECT, PROVIDED THAT A PERSON THAT PURCHASED WARRANTS DIRECTLY FROM THE COMPANY FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A BENEFICIAL PURCHASER, THAT IS EXERCISING SUCH WARRANT
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 28th, 2005 • Forbes Medi Tech Inc • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 26, 2005, by and among Forbes Medi-Tech Inc., a corporation continued under the Canada Business Corporations Act, with its principal office at Suite 200 - 750 West Pender Street, Vancouver, British Columbia, V6C 2T8 (the “Company”), and Magnetar Capital Master Fund, Ltd. (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 28th, 2005 • Forbes Medi Tech Inc • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of October 26, 2005, by and between Forbes Medi-Tech Inc., a corporation continued under the Canada Business Corporations Act, with its principal office at 200 – 750 West Pender Street, Vancouver, BC, V6C 2T8 (the “Company”), and each of CD Investment Partners, Ltd. (“CD”), EGI-NP Investments, LLC (“EGI”) and The Jay Pritzker Foundation (“JPF,” and together with CD and EGI, each, a “Purchaser” and collectively, the “Purchasers”).
