FORM OF COMMON STOCK PURCHASE WARRANT To Purchase ______ Shares of Common Stock of VION PHARMACEUTICALS, INC.Vion Pharmaceuticals Inc • February 20th, 2007 • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, ___________________________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time after the earlier of (i) the date the shelf registration statement with respect to the resale of the shares of common stock (the “Common Stock”) of Vion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), issuable upon exercise of this Warrant becomes effective and (ii) August 19, 2007 (the earlier of such dates, the “Initial Exercise Date”) and on or prior to 5:00 p.m. New York City time on February 15, 2010 (the “Termination Date”), but not thereafter, to subscribe for and purchase from the Company up to __________________________________ (_______) shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $2.00. The Exercise Price and the number of Wa
INDENTURE between VION PHARMACEUTICALS, INC. and U.S. BANK NATIONAL ASSOCIATION as Trustee 7.75% Convertible Senior Notes due 2012 Dated as of February 20, 2007Indenture • February 20th, 2007 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
THIS INDENTURE, dated as of February 20, 2007, is between VION PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (the “Trustee”). The Company has duly authorized the creation of its 7.75% Convertible Senior Notes due 2012 (the “Convertible Notes”), and to provide therefor the Company and the Trustee have duly authorized the execution and delivery of this Indenture. Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the holders from time to time of the Convertible Notes:
VION PHARMACEUTICALS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 20th, 2007 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
Vion Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to issue and sell to the Initial Purchaser (the “Initial Purchaser”) named in the Purchase Agreement, dated February 13, 2007, by and between the Initial Purchaser and the Company (the “Purchase Agreement”), its 7.75% Convertible Senior Notes due 2012 (the “Notes”) and warrants (the “Warrants”) to purchase an aggregate of 7,800,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) upon the terms and subject to the conditions set forth in such Purchase Agreement. As an inducement to the Initial Purchaser to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchaser thereunder, the Company agrees with the Initial Purchaser for the benefit of Holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
