California Commissioner of Corporations. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION FOR SUCH SECURITIES PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATIONS BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
California Commissioner of Corporations. 14 4.1 Corporate Securities Law....................................... 14
California Commissioner of Corporations. 11 4.1 Corporate Securities Law........................................... 11 5. Conditions of Investor's Obligations at Closing......................... 11
California Commissioner of Corporations. 14 4.1 Corporate Securities Law....................................................14 5. CONDITIONS OF THE INVESTOR'S OBLIGATION AT THE CLOSING......................14
California Commissioner of Corporations. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION FOR SUCH SECURITIES PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATIONS BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. SIGNATURE PAGE TO BRIDGE NOTE AND WARRANT PURCHASE AGREEMENT THE COMPANY: THE INVESTOR: CNS Response, Inc. SAIL Venture Partners, LP By: By: Name: Xxxxxx Xxxxxxxxx Name: Xxxxx X. Xxxxx Its: Chief Executive Officer Its: Managing Partner 0000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxx Xxxx, XX 00000 000 Xxxxx Xxxxxxxxx, Xxxxx 0000 Xxxxx Xxxx, XX 00000 Phone: Fax: (000) 000-0000 (000) 000-0000 Phone: Fax: (000) 000-0000 (000) 000-0000 EXHIBIT A FORM OF NOTE EXHIBIT B FORM OF WARRANT
California Commissioner of Corporations. 55 Exhibit A Schedule of Investors Exhibit B Form of Warrant Exhibit C Opinion of Company Counsel Exhibit D Amended and Restated Certificate of Incorporation Exhibit E Form of Indemnification Agreement ISTA PHARMACEUTICALS, INC. COMMON STOCK AND WARRANT PURCHASE AGREEMENT This Agreement (the "Agreement") is made as of September 19, 2002 by and among ISTA Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and those investors listed on Exhibit A hereto (the "Investors").
California Commissioner of Corporations. THE SALE OF THE SECURITIES THAT IS THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION FOR SUCH SECURITIES PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT. [Signature pages follow] The foregoing agreement is hereby executed as of the date first above written.
California Commissioner of Corporations. The provisions of Section 4 of the Purchase Agreement are incorporated herein by reference.
California Commissioner of Corporations. THE SALE OF THE --------------------------------------- SECURITIES THAT IS THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, AND IN THE ABSENCE OF AN EXEMPTION FROM SUCH QUALIFICATION REQUIREMENT, THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION FOR SUCH SECURITIES PRIOR TO SUCH QUALIFICATION IS UNLAWFUL. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION FROM SUCH QUALIFICATION BEING APPLICABLE.
California Commissioner of Corporations. 11 4.1 Corporate Securities Law . . . . . . . . . . . . . . . . . . . . . . . . 11
