EXHIBIT 99.2 ------------ SERIES B COMMON SHARE PURCHASE WARRANT To Purchase __________ Common Shares of VASOGEN INC. Warrant No: ________________ THIS SERIES B COMMON SHARE PURCHASE WARRANT (the "WARRANT") certifies that, for value received,...Vasogen Inc • November 27th, 2006 • Surgical & medical instruments & apparatus
EXHIBIT 99.2 ------------ SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "AGREEMENT") is dated as of May 17, 2007, among Vasogen Inc., a corporation incorporated under the Canada Business Corporations Act (the "COMPANY"), and...Securities Purchase Agreement • May 18th, 2007 • Vasogen Inc • Surgical & medical instruments & apparatus • New York
EXHIBIT 99.3 ------------ THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANT COMMON SHARE PURCHASE WARRANT To Purchase 2,559,575 Common Shares of...Vasogen Inc • November 27th, 2006 • Surgical & medical instruments & apparatus
EXHIBIT 99.4 ------------ THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANT. COMMON SHARE PURCHASE WARRANT To Purchase ___________ Common Shares...Vasogen Inc • May 18th, 2007 • Surgical & medical instruments & apparatus
VASOGEN INC. 2505 Meadowvale Boulevard Mississauga, Ontario Canada L5N 5S2Vasogen Inc • November 4th, 2005 • Surgical & medical instruments & apparatus • New York
EXHIBIT A COMMON SHARE PURCHASE WARRANT To Purchase __________ Common Shares of VASOGEN INC. THIS COMMON SHARE PURCHASE WARRANT (the "WARRANT") certifies that, for value received, _____________ (the "HOLDER"), is entitled, upon the terms and subject...Vasogen Inc • May 18th, 2007 • Surgical & medical instruments & apparatus
November 6, 2006 CONFIDENTIAL ------------ David G. Elsley President & Chief Executive Officer Vasogen Inc. 2155 Dunwin Drive, Suite 10 Mississauga, ON L5L 4M1 Canada Dear Mr. Elsley: This letter (the "AGREEMENT") constitutes the agreement between...Vasogen Inc • November 16th, 2006 • Surgical & medical instruments & apparatus • New York
May 3, 2007 CONFIDENTIAL Chris Waddick Chief Operating Officer and Chief Financial Officer Vasogen Inc. 2155 Dunwin Drive, Suite 10 Mississauga, ON L5L 4M1 Canada Dear Mr. Waddick: This letter (the "AGREEMENT") constitutes the agreement between Rodman...Vasogen Inc • May 18th, 2007 • Surgical & medical instruments & apparatus • New York
Trust Indenture Indenture Section Act Section -------------------------------------------------------------------------------Vasogen Inc • January 5th, 2006 • Surgical & medical instruments & apparatus • New York
Exhibit # 3.e EMPLOYMENT AGREEMENT This Agreement is made as of the 1st day of February, 1997 BETWEEN VASOGEN INC. a corporation incorporated under the laws of the Province of Ontario (hereinafter called the "Corporation")Employment Agreement • May 31st, 2001 • Vasogen Inc • Surgical & medical instruments & apparatus • Ontario
VASOGEN INC. a corporation incorporated under the laws of Canada;Employment Agreement • May 31st, 2001 • Vasogen Inc • Surgical & medical instruments & apparatus • Ontario
November 3, 2005 AMATIS LTD. c/o Amaranth Advisors LLC One American Lane Greenwich, CT 06831 Attention: Will Matthews Dear Sirs: We refer to the Registration Rights Agreement, dated as of October 7, 2005 (the "Agreement"), by and among Vasogen Inc., a...Vasogen Inc • November 4th, 2005 • Surgical & medical instruments & apparatus • New York
andShareholder Rights Plan Agreement • April 21st, 2006 • Vasogen Inc • Surgical & medical instruments & apparatus • Ontario
VASOGEN INC. 2505 Meadowvale Boulevard Mississauga, Ontario Canada L5N 5S2Vasogen Inc • November 4th, 2005 • Surgical & medical instruments & apparatus • New York
EXHIBIT 3.2 ----------- THIS AMENDING AGREEMENT made this 7th day of May, 2003. B E T W E E N: VASOGEN INC., a corporation incorporated under the CANADA BUSINESS CORPORATION ACT (hereinafter referred to as the "Corporation")Agreement • December 16th, 2003 • Vasogen Inc • Surgical & medical instruments & apparatus
STRICTLY PRIVATE & CONFIDENTIALVasogen Inc • September 10th, 2009 • Surgical & medical instruments & apparatus • Ontario
This letter is sent to you by each of IntelliPharmaCeutics Ltd. (“IPC”) and a company with which IPC would like to complete the transactions described below (the “Transactions”), which company is called Vasogen Inc. (“Vasogen”).
VASOGEN INC. 2505 Meadowvale Boulevard Mississauga, Ontario Canada L5N 5S2Vasogen Inc • November 4th, 2005 • Surgical & medical instruments & apparatus • New York
VASOGEN INC. VASOGEN IRELAND LIMITED c/o Vasogen Inc. 2505 Meadowvale Boulevard Mississauga, Ontario Canada L5N 5S2 November 3, 2005Vasogen Inc • November 4th, 2005 • Surgical & medical instruments & apparatus • New York
ARRANGEMENT AGREEMENTMerger Agreement • August 26th, 2009 • Vasogen Inc • Surgical & medical instruments & apparatus • Ontario
INTELLIPHARMACEUTICS CORP., an unlimited liability corporation incorporated under the laws of the Province of Nova Scotia
DISTRIBUTION AND LICENSE AGREEMENT BY AND AMONG VASOGEN INC., VASOGEN IRELAND LIMITED AND GRUPO FERRER INTERNACIONAL, S.A. APRIL 18, 2007Distribution and License Agreement • April 19th, 2007 • Vasogen Inc • Surgical & medical instruments & apparatus • England
THIS DISTRIBUTION AND LICENSE AGREEMENT (this "Agreement") is made and entered into as of this 18th day of April 2007 (the "Effective Date"),
VASOGEN INC. VASOGEN IRELAND LIMITED c/o Vasogen Inc. 2505 Meadowvale Boulevard Mississauga, Ontario Canada L5N 5S2Vasogen Inc • November 4th, 2005 • Surgical & medical instruments & apparatus • New York
VOTING AGREEMENTVoting Agreement • September 10th, 2009 • Vasogen Inc • Surgical & medical instruments & apparatus • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of August 14, 2009 by and between IntelliPharmaCeutics Ltd., a Delaware corporation (the “Company”), Vasogen Inc., a company incorporated under the laws of Canada (“Vasogen”), and the undersigned stockholder (“Stockholder”) in the Company. Certain capitalized terms used in this Agreement are defined in Section 6 hereof.
STRICTLY PRIVATE & CONFIDENTIALLetter Agreement • September 10th, 2009 • Vasogen Inc • Surgical & medical instruments & apparatus • Ontario
This letter is sent to you by each of IntelliPharmaCeutics Ltd. (“IPC”) and a company with which IPC would like to complete the transactions described below (the “Transactions”), which company is called Vasogen Inc. (“Vasogen”).
STRICTLY PRIVATE & CONFIDENTIALArrangement Agreement • September 28th, 2009 • Vasogen Inc • Surgical & medical instruments & apparatus • Ontario
This letter is sent to you by each of IntelliPharmaCeutics Ltd. (“IPC”) and a company with which IPC would like to complete the transactions described below (the “Transactions”), which company is called Vasogen Inc. (“Vasogen”).
9,005,000 Shares VASOGEN INC. Common Shares (without nominal or par value) PLACEMENT AGENT AGREEMENTAgent Agreement • January 28th, 2005 • Vasogen Inc • Surgical & medical instruments & apparatus • New York
Vasogen Inc., a corporation continued under the Canada Business Corporations Act (the "Company"), proposes to sell to the Purchasers (as defined below), pursuant to the terms of this Placement Agent Agreement (this "Agreement") and the Subscription Agreements in the form of Exhibit A attached hereto (the "Subscription Agreements") entered into with the purchasers identified therein (each a "Purchaser" and, collectively, the "Purchasers"), an aggregate of 9,005,000 common shares, without nominal or par value (the "Common Shares"), of the Company. The aggregate of 9,005,000 common shares so proposed to be sold is hereinafter referred to as the "Shares." The Company hereby confirms its agreement with the placement agents named in Schedule I attached hereto (the "Placement Agents"). SG Cowen & Co., LLC is acting as the representative of the Placement Agents and in such capacity is hereinafter referred to as the "Representative." Certain terms used herein are defined in Section 13 hereof.
November 3, 2005 CAPITAL VENTURES INTERNATIONAL c/o Heights Capital Management, Inc. 101 California Street, Suite 3250 San Francisco, CA 94111 Attention: Martin Kobinger Dear Sirs: We refer to the Registration Rights Agreement, dated as of October 7,...Vasogen Inc • November 4th, 2005 • Surgical & medical instruments & apparatus • New York
VASOGEN INC. VASOGEN IRELAND LIMITED c/o Vasogen Inc. 2505 Meadowvale Boulevard Mississauga, Ontario Canada L5N 5S2Vasogen Inc • November 4th, 2005 • Surgical & medical instruments & apparatus • New York
CERVUS LP AND CERVUS GP SECURITYHOLDER SUPPORT AGREEMENTVasogen Inc • August 26th, 2009 • Surgical & medical instruments & apparatus • Alberta
This letter agreement sets out the terms and conditions upon which the Supporting Securityholder agrees, among other things, to support the Arrangement.
November 3, 2005 KINGS ROAD INVESTMENTS LTD. c/o Polygon Investment Partners LP 598 Madison Avenue, 14th Floor New York, NY 10022 Attention: Erik M.W. Caspersen and Brandon L. Jones Dear Sirs: We refer to the Registration Rights Agreement, dated as of...Vasogen Inc • November 4th, 2005 • Surgical & medical instruments & apparatus • New York
ARRANGEMENT AGREEMENT Between CERVUS LP and CERVUS GP LTD. and VASOGEN INC. August 14, 2009Arrangement Agreement • August 26th, 2009 • Vasogen Inc • Surgical & medical instruments & apparatus • Ontario
WHEREAS the Vendor desires to sell to the Purchaser, and the Purchaser desires to purchase from the Vendor, all of the Assets (as defined below); and
