ESCROW AGREEMENTEscrow Agreement • March 28th, 2003 • Corautus Genetics Inc • Biological products, (no disgnostic substances) • California
This ESCROW AGREEMENT, dated as of December 18, 2002 (this “Agreement”), by and among GenStar Therapeutics Corporation, a Delaware corporation (“Parent”), Genesis Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Vascular Genetics Inc., a Delaware corporation (the “Company”), Century Capital Associates LLC, a Delaware limited liability company (the “Securityholders’ Agent”), and U.S. Bank Trust National Association as escrow agent (the “Escrow Agent”).
GENSTAR THERAPEUTICS CORPORATION COMMON STOCK PURCHASE WARRANT Void after December 19, 2002Corautus Genetics Inc • March 28th, 2003 • Biological products, (no disgnostic substances) • California
GenStar Therapeutics Corporation, a Delaware corporation (the “Company”), hereby certifies that, for value received, CEOcast, Inc., or its permitted assigns, is entitled, subject to the terms set forth below, to purchase from the Company at any time or from time to time before 5:00 p.m. Pacific time, on December 19, 2002 (the “Expiration Time”), 50,000 fully paid and nonassessable shares of Common Stock of the Company at a purchase price per share equal to the Warrant Price (as defined herein) and otherwise in accordance with the terms hereof. The number and character of such shares of Common Stock and the Warrant Price therefor are subject to adjustment as provided below.
GENSTAR LETTERHEAD] December 18, 2002Corautus Genetics Inc • March 28th, 2003 • Biological products, (no disgnostic substances)
This letter confirms the agreement between GenStar Therapeutics Corporation (“GenStar”) and you with respect to your severance rights in the event of the termination of employment, as well as your retention package in connection with the pending merger between GenStar and Vascular Genetics Inc. (“VGI”).
GENSTAR THERAPEUTICS CORPORATION COMMON STOCK PURCHASE WARRANT Void after May 8, 2005Corautus Genetics Inc • March 28th, 2003 • Biological products, (no disgnostic substances) • California
transaction maintain beneficial ownership and voting control of a majority of the outstanding voting securities of the surviving entity in the same relative proportions as they did prior to such transaction.
GENSTAR THERAPEUTICS CORPORATION COMMON STOCK PURCHASE WARRANT Void after June 19, 2005Corautus Genetics Inc • March 28th, 2003 • Biological products, (no disgnostic substances) • California
GenStar Therapeutics Corporation, a Delaware corporation (the “Company”), hereby certifies that, for value received, CEOcast, Inc., or its permitted assigns, is entitled, subject to the terms set forth below, to purchase from the Company at any time or from time to time before 5:00 p.m. Pacific time, on June 19, 2005 (the “Expiration Time”), 100,000 fully paid and nonassessable shares of Common Stock of the Company at a purchase price per share equal to the Warrant Price (as defined herein) and otherwise in accordance with the terms hereof. The number and character of such shares of Common Stock and the Warrant Price therefor are subject to adjustment as provided below.
