SECURITY AGREEMENTSecurity Agreement • January 15th, 2009 • Urigen Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This SECURITY AGREEMENT, dated as of January 9, 2009 (this “Agreement”), is among Urigen Pharmaceuticals, Inc., a Delaware corporation (the “Company”), all of the subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”), and Platinum-Montaur Life Sciences, LLC (together with its successors and assigns, the “Secured Party”), as collateral agent for the investors identified in the Purchase Agreement (the “Lenders”), which Lenders are the holders of the Company’s Senior Secured Convertible Promissory Notes, issued on January 9, 2009 in the aggregate original principal amount of $257,000 (the “Notes”).
ContractSenior Secured Convertible Promissory Note • January 15th, 2009 • Urigen Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
GUARANTYGuaranty • January 15th, 2009 • Urigen Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
GUARANTY (the “Guaranty”), dated as of January 9, 2009, by Urigen N.A., Inc., a Delaware corporation with an address of 27 Maiden Lane, Suite 595, San Francisco, California, 94108 (the “Guarantor”), in favor of the Purchasers identified in the Purchase Agreement (as defined below) (collectively, “Secured Parties”).
NOTE PURCHASE AGREEMENT Dated as of January 9, 2009 by and among URIGEN PHARMACEUTICALS, INC. and THE PURCHASERS LISTED ON EXHIBIT ANote Purchase Agreement • January 15th, 2009 • Urigen Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This NOTE PURCHASE AGREEMENT dated as of January 9, 2009 (this “Agreement”) by and among Urigen Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the purchasers of the senior secured convertible promissory notes of the Company whose names are set forth on Exhibit A attached hereto (each a “Purchaser” and collectively, the “Purchasers”).
PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENTPatent, Trademark and Copyright Security Agreement • January 15th, 2009 • Urigen Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT (this “Agreement”) is entered into as of this 9th day of January 2009, by and among URIGEN PHARMACEUTICALS, INC., a Delaware corporation, and URIGEN N.A., INC., a Delaware corporation, each with its principal place of business at 27 Maiden Lane, Suite 595, San Francisco, California, 94108 (jointly and severally, the “Borrower”), and PLATINUM-MONTAUR LIFE SCIENCES, LLC, as collateral agent (the “Agent”) for the investors identified in the below referenced Purchase Agreement (collectively, together with their successors and assigns, the “Lenders”).
