SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 25th, 2008 • Alseres Pharmaceuticals Inc /De • Pharmaceutical preparations • Delaware
The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus after we have filed a supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 supplementing or amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.
FORM OF WARRANTWarrant Agreement • November 25th, 2008 • Alseres Pharmaceuticals Inc /De • Pharmaceutical preparations • Delaware
Alseres Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby certifies that, for value received, [Name of Holder] or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of [ ] shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company (each such share as adjusted from time to time as provided in Section 9, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $[ ]1 (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time on or after six months and one day after the Closing Date (the “Initial Exercise Date”) and through and including the date that is two years from the Initial Exercise Date (the “Expiration Date”), and subject to the following terms and conditions. This warrant (this “Warrant”) is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated as of No
Alseres Pharmaceuticals, Inc. 239 South Street Hopkinton, MA 01748Securities Purchase Agreement • November 25th, 2008 • Alseres Pharmaceuticals Inc /De • Pharmaceutical preparations
Reference is hereby made to that certain Securities Purchase Agreement, of even date herewith, by and between Alseres Pharmaceuticals, Inc. (the “Company”) and the Investors listed therein (the “Purchase Agreement”). Capitalized terms not otherwise defined shall have the meaning ascribed to them in the Purchase Agreement.
