THIS WARRANT AND THE SHARES PURCHASABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED...Warrant Agreement • November 15th, 2010 • Via Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT AND THE SHARES PURCHASABLE HEREUNDER ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN THAT CERTAIN NOTE AND WARRANT PURCHASE AGREEMENT, DATED AS OF MARCH 26, 2010, AS AMENDED BY THAT OMNIBUS AMENDMENT DATED AS OF NOVEMBER 15, 2010, WHICH RESTRICTIONS ON TRANSFER ARE INCORPORATED HEREIN BY REFERENCE.
OMNIBUS AMENDMENTOmnibus Amendment • November 15th, 2010 • Via Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)
THIS OMNIBUS AMENDMENT (this “Amendment”) is entered into as of November 15, 2010 by and among BAY CITY CAPITAL FUND IV, L.P. and BAY CITY CAPITAL FUND IV CO-INVESTMENT FUND, L.P. (each, an “Investor” and collectively, the “Investors”), BAY CITY CAPITAL LLC, a Delaware limited liability company (“BCC”), and VIA PHARMACEUTICALS, INC., a Delaware corporation (the “Company”). Investors, BCC and the Company are sometimes referred to in this Amendment, individually, as a “Party” and, collectively, as the “Parties.”
SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 15th, 2010 • Via Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Second Amendment”), dated as of November 15, 2010, is made and entered into by and among VIA PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and each of the parties listed on Exhibit A hereto, as such Exhibit A may be amended from time to time (collectively, the “Stockholders”). For the purposes of this Agreement, the term “Company” shall be deemed to include and refer to any successor in interest to the Company, whether by means of statutory conversion, merger, consolidation, recapitalization, reorganization or otherwise.
