FORM OF WARRANT - Exhibit B-1]Warrant Agreement • March 29th, 2004 • Spectrx Inc • Electromedical & electrotherapeutic apparatus • Georgia
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE WARRANT AND THE SHARES OF COMMON STOCK UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR EXEMPTION THEREFROM.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 29th, 2004 • Spectrx Inc • Electromedical & electrotherapeutic apparatus • Georgia
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is dated as of March 26, 2004 by and among SPECTRX, INC., a Delaware corporation located at 6025A Unity Drive, Norcross, Georgia 30071 (the "Company"), and the various purchasers identified and listed on Schedule 1 attached hereto (each referred to herein as a "Purchaser", and collectively as the "Purchasers").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 29th, 2004 • Spectrx Inc • Electromedical & electrotherapeutic apparatus • Georgia
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of March 26, 2004 (the "Securities Purchase Agreement"), by and among the Company and the Purchasers, pursuant to which the Company is issuing to the Purchasers 488,504 shares of the Company's Series A Convertible Preferred Stock, par value $.001 per share (the "Preferred Shares"), and warrants (the "Warrants") to purchase 4,885,040 shares of the Company's common stock, par value $.001 per share (the "Common Stock"). The execution and delivery of this Agreement is a condition to the closing (the "Closing") under the Securities Purchase Agreement.
