0000318306-07-000062 Sample Contracts

COMMON STOCK PURCHASE WARRANT To Purchase [50% X (Issue Amount)/(Conversion Price)] Shares of Common Stock of ACCESS PHARMACEUTICALS, INC.
Warrant Agreement • December 10th, 2007 • Access Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS IS TO CERTIFY THAT _______________, or registered assigns (the “Holder”), is entitled, during the Exercise Period (as hereinafter defined), to purchase from Access Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the Warrant Stock (as hereinafter defined and subject to adjustment as provided herein), in whole or in part, at a purchase price of $4.00 per share (as adjusted herein), all on and subject to the terms and conditions hereinafter set forth.

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INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • December 10th, 2007 • Access Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Agreement is being entered into pursuant to the Preferred Stock and Warrant Purchase Agreement, dated as of November 7, 2007, by and among the Company and the Purchasers (the “Purchase Agreement”).

PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT by and among Access Pharmaceuticals, Inc. and the parties named herein on Schedule 1, as Purchasers November 7, 2007
Preferred Stock and Warrant Purchase Agreement • December 10th, 2007 • Access Pharmaceuticals Inc • Pharmaceutical preparations • New York

This PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is dated as of November 7, 2007, among Access Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the purchasers identified on Schedule 1 hereto (each a “Purchaser” and collectively the “Purchasers”).

DIRECTOR DESIGNATION AGREEMENT
Director Designation Agreement • December 10th, 2007 • Access Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS DIRECTOR DESIGNATION AGREEMENT, dated as of November 15, 2007 (this “Agreement”), is entered into by and between Access Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and SCO Capital Partners LLC (“SCO”).

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