CIPHERGEN BIOSYSTEMS, INC. as Issuer 4.50% CONVERTIBLE SENIOR NOTES DUE 2008 INDENTURE Dated as of August 22, 2003 U.S. BANK NATIONAL ASSOCIATION, as TrusteeIndenture • October 8th, 2003 • Ciphergen Biosystems Inc • Laboratory analytical instruments • New York
INDENTURE, dated as of August 22, 2003 between CIPHERGEN BIOSYSTEMS, INC., a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 6611 Dumbarton Circle, Fremont, CA 94555 (the “Company”), and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States, as Trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 8th, 2003 • Ciphergen Biosystems Inc • Laboratory analytical instruments • New York
Ciphergen Biosystems, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to you (the “Initial Purchaser”), upon the terms set forth in a purchase agreement dated August 18, 2003 (the “Purchase Agreement”), $25,000,000 principal amount of its 4.50% Convertible Senior Notes due 2008 (the “Firm Securities”). The Company also proposes to issue and sell to you, upon the terms and conditions set forth in Section 3 of the Purchase Agreement, up to an additional $5,000,000 principal amount of its 4.50% Convertible Senior Notes due 2008 (the “Optional Securities”). The Firm Securities and the Optional Securities are herein collectively referred to as the Securities. As an inducement to you to enter into the Purchase Agreement and in satisfaction of a condition to your obligations thereunder, the Company agrees with you, for the benefit of the holders (including the Initial Purchaser) of the Securities, as follows:
