REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 6th, 2008 • Zila Inc • Surgical & medical instruments & apparatus • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 3rd day of June, 2008, by and among Zila, Inc., a Delaware corporation (the “Company”), Visium Balanced Offshore Fund, Ltd., Visium Balanced Fund, LP, Visium Long Bias Offshore Fund, Ltd. and Visium Long Bias Fund, LP (the “Visium Entities”) and Atlas Master Fund, Ltd. (“Atlas” and, collectively with the Visium Entities, and any Affiliate or permitted transferee of any of them, the “Investors”).
SECOND AMENDMENT AGREEMENTSecond Amendment Agreement • June 6th, 2008 • Zila Inc • Surgical & medical instruments & apparatus • New York
WHEREAS, the Company entered into a Purchase Agreement, dated as of November 13, 2006 (the “Note Purchase Agreement”), with the investors party thereto pursuant to which, among other things, the Company issued (i) an aggregate of 9,100,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (ii) $12,075,000 in aggregate principal amount of the Company’s 12% Convertible Notes (the “Convertible Notes”) convertible into shares of the Company’s Common Stock, at a conversion price of $1.75, (iii) Warrants (the “Initial Warrants”) to acquire an aggregate of up to 5,403,000 shares of Common Stock at an exercise price of $2.21 per share and (iv) Warrants (the “Additional Warrants”) to acquire an aggregate of up to 3,105,000 shares of Common Stock at an exercise price of $2.21 per share; and
