WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • August 8th, 2005 • Xenogen Corp • Measuring & controlling devices, nec • California
This Warrant Purchase Agreement (the “Agreement”) is made as of August 2, 2005 (the “Closing Date”) by and between Xenogen Corporation, a Delaware corporation with its executive offices at 860 Atlantic Avenue, Alameda, CA 94501 (the “Company”), and Partners For Growth, L.P., a Delaware limited partnership (“Purchaser”).
WARRANTWarrant • August 8th, 2005 • Xenogen Corp • Measuring & controlling devices, nec • California
THIS WARRANT (THE “WARRANT”) IS ISSUED PURSUANT TO THE TERMS OF THE PROVISIONS OF A WARRANT PURCHASE AGREEMENT (THE “AGREEMENT”) BETWEEN XENOGEN CORPORATION (THE “COMPANY”) AND THE INITIAL WARRANT HOLDER. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICE OF THE CORPORATE SECRETARY OF THE COMPANY. THIS SECURITY WAS SOLD IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY BE OFFERED OR SOLD ONLY IF REGISTERED UNDER THE SECURITIES ACT OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among SILICON VALLEY BANK 3003 Tasman Drive Santa Clara, CA 95054 Attn: Loan Services and XENOGEN CORPORATION 860 Atlantic Avenue Alameda, California 94501 and XENOGEN BIOSCIENCES CORPORATION 5...Loan and Security Agreement • August 8th, 2005 • Xenogen Corp • Measuring & controlling devices, nec • California
Loan and Security AgreementLoan and Security Agreement • August 8th, 2005 • Xenogen Corp • Measuring & controlling devices, nec • California
THIS LOAN AND SECURITY AGREEMENT (“Loan Agreement” or “Agreement”) is entered into on the above date among PARTNERS FOR GROWTH, L.P. (“PFG”), whose address is 180 Pacific Avenue, San Francisco, CA 94111 Xenogen Corporation (the “Parent”), whose chief executive office is located at the above address (“Parent’s Address”) and Xenogen Biosciences Corporation (“XBC”), whose chief executive office is located at the above address (“XBC’s Address”). Each of Parent and XBC is a “Borrower” and collectively, they are the “Borrowers”. The Schedule to this Agreement (the “Schedule”) being signed by the parties concurrently, is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)
