COMMON STOCK PURCHASE WARRANT To Purchase ________ Shares of Common Stock of VIRAL GENETICS, INC.Viral Genetics Inc /De/ • March 30th, 2006 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Palisades Master Fund, LP (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Viral Genetics, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 30th, 2006 • Viral Genetics Inc /De/ • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March __, 2006 among Viral Genetics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • March 30th, 2006 • Viral Genetics Inc /De/ • Pharmaceutical preparations • New York
SECURITY AGREEMENT, dated as of March __, 2006 (this “Agreement”), among Viral Genetics, Inc., a Delaware corporation (the “Company”) and all of the Subsidiaries of the Company, excluding Viral Genetics Beijing, Ltd. (such subsidiaries, the “Guarantors”) (the Company and Guarantors are collectively referred to as the “Debtors”) and the holder or holders of the Company’s 10% Senior Secured Amortizing Convertible Debenture due September , 2008 in the original aggregate principal amount of $2,940, 000 (the “Debenture”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • March 30th, 2006 • Viral Genetics Inc /De/ • Pharmaceutical preparations • New York
SUBSIDIARY GUARANTEE, dated as of March __, 2006 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the purchasers signatory (the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, between Viral Genetics, Inc., a Delaware corporation (the “Company”) and the Purchasers.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2006 • Viral Genetics Inc /De/ • Pharmaceutical preparations
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchasers (the “Purchase Agreement”).
10% SENIOR SECURED AMORTIZING CONVERTIBLE DEBENTURE DUE SEPTEMBER _, 2008Viral Genetics Inc /De/ • March 30th, 2006 • Pharmaceutical preparations • New York
THIS 10% Senior Secured Amortizing Convertible Debenture is one of a series of duly authorized and issued Senior Secured Debentures of Viral Genetics, Inc., a Delaware corporation, having a principal place of business at 1321 Mountain View Circle, Azusa, California 91702 (the “Company”), designated as its 10% Senior Secured Amortizing Convertible Debenture, due September _, 2008 (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”).
