FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 24th, 2005 • Corgenix Medical Corp/Co • In vitro & in vivo diagnostic substances • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchasers and the Company (as amended, modified or supplemented from time to time, the “Securities Purchase Agreement”), and pursuant to the Notes and the Warrants referred to therein.
ContractWarrant Agreement • June 24th, 2005 • Corgenix Medical Corp/Co • In vitro & in vivo diagnostic substances • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CORGENIX MEDICAL CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
CORGENIX MEDICAL CORPORATION FORM OF SECURITIES PURCHASE AGREEMENT MAY 19, 2005Securities Purchase Agreement • June 24th, 2005 • Corgenix Medical Corp/Co • In vitro & in vivo diagnostic substances • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 19, 2005, by and among Corgenix Medical Corporation, a Nevada corporation (the “Company”), and [PURCHASERS].
June 7, 2005 [NAME] [ADDRESS] Dear [NAME]:Loan Agreement • June 24th, 2005 • Corgenix Medical Corp/Co • In vitro & in vivo diagnostic substances
On [DATE], you loaned Corgenix Medical Corporation (the “Company”) $[ ] as evidenced by that certain promissory notes dated [DATE] (the “Promissory Notes”), a copy of which is attached to this letter agreement. You and the Company have agreed in principal to a transaction whereby the Company would issue shares of the Company’s common stock (“Shares”) and warrants to acquire additional shares of common stock (“Warrants”) in exchange for your agreement to accept the Shares and Warrants in full satisfaction of all amounts owed by the Company to you pursuant to the terms of the Promissory Note. This letter memorializes the agreement between you and the Company and sets forth the specific terms and conditions thereof:
ContractSecured Convertible Term Note • June 24th, 2005 • Corgenix Medical Corp/Co • In vitro & in vivo diagnostic substances • New York
THIS TERM NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS TERM NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS TERM NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS TERM NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS TERM NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CORGENIX MEDICAL CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
FORM OF RESTRICTED ACCOUNT SIDE LETTER May 19, 2005Restricted Account Side Letter • June 24th, 2005 • Corgenix Medical Corp/Co • In vitro & in vivo diagnostic substances
Reference is made to (i) that certain Securities Purchase Agreement, dated as of May , 2005 (as amended, modified or supplemented from time to time, the “Purchase Agreement”), by and between Corgenix Medical Corporation, a Nevada corporation (the “Company”), and [PURCHASERS] (the “Purchasers”) and (ii) that certain Restricted Account Agreement, dated as of May , 2005 (as amended, modified or supplemented from time to time, the “Restricted Account Agreement”), by and among the Company, the Purchasers and North Fork (the “Bank”). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Purchase Agreement or the Restricted Account Agreement, as applicable. Pursuant to Section 3.2 of the Purchase Agreement, the Company is required to place $250,000 in the Restricted Account, and, subject to the provisions of this letter, the Purchase Agreement and any Related Agreement, maintain such amount in the Restricted Account for as long as the Purchasers shall have
Ascendiant Securities Letterhead]Financial Advisory Agreement • June 24th, 2005 • Corgenix Medical Corp/Co • In vitro & in vivo diagnostic substances • California
This letter agreement (the “Agreement”) confirms that Corgenix Medical Corporation (“Client”) has engaged Ascendiant Securities, LLC (“Ascendiant”) to act on a best efforts basis as financial advisor and placement agent for the Client in connection with the structuring, issuance, and sale (the “Transaction(s)”) of debt and/or equity securities (the “Securities”) for financing purposes. Ascendiant Securities, LLC is an investment banking firm registered as a broker-dealer with the U.S. Securities and Exchange Commission (SEC), and member of the NASD and SIPC.
FORM OF RESTRICTED ACCOUNT AGREEMENTRestricted Account Agreement • June 24th, 2005 • Corgenix Medical Corp/Co • In vitro & in vivo diagnostic substances • New York
This Restricted Account Agreement (this “Agreement”) is entered into this 19th day of May, 2005, by and among [BANK], a New York banking corporation with offices at [ADDRESS] (together with its successors and assigns, the “Bank”), CORGENIX MEDICAL CORPORATION, a Nevada corporation with offices at 12061 Tejon Street, Westminster, Colorado 80234 (together with its successors and assigns, the “Company”), and [PURCHASERS] (“Purchasers”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Purchase Agreement referred to below.
FORM STOCK PLEDGE AGREEMENTStock Pledge Agreement • June 24th, 2005 • Corgenix Medical Corp/Co • In vitro & in vivo diagnostic substances • New York
This Stock Pledge Agreement (this “Agreement”), dated as of May 19, 2005, among [PLEDGEES] (each a “Pledgee” and together the “Pledgees”), Corgenix Medical Corporation, a Nevada corporation (the “Company”), and each of the other undersigned pledgors, each a direct or indirect subsidiary of the Company (the Company and each such other undersigned pledgor, a “Pledgor” and collectively, the “Pledgors”).
FORM OF SUBSIDIARY GUARANTYSubsidiary Guaranty • June 24th, 2005 • Corgenix Medical Corp/Co • In vitro & in vivo diagnostic substances • New York
FOR VALUE RECEIVED, and in consideration of note purchases from, loans made or to be made or credit otherwise extended or to be extended by [LENDERS] (each a “Lender” and together the “Lenders”) to or for the account of Corgenix Medical Corporation, a Nevada corporation (“Debtor”), from time to time and at any time and for other good and valuable consideration and to induce the Lenders, in their discretion, to purchase such notes, make such loans or extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as the Lenders may deem advisable, the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as “Guarantors” or “the undersigned”) unconditionally guaranties to the Lenders, their successors, endorsees and assigns the prompt payment when due (whether by acceleration or otherwise) of all present and future obligations and liabilit
CORGENIX MEDICAL CORPORATION AND CERTAIN OF ITS SUBSIDIARIES FORM OF TERM NOTE SECURITY AGREEMENTTerm Note Security Agreement • June 24th, 2005 • Corgenix Medical Corp/Co • In vitro & in vivo diagnostic substances • New York
