SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 16th, 2007 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus • Florida
AGREEMENT dated as of May 11, 2007, between HepaLife Technologies, Inc. (the “Company”) and GCA Strategic Investment Fund Limited (“Purchaser”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 16th, 2007 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus • Florida
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 11, 2007, between HepaLife Technologies, Inc., a Florida corporation (the “Company”), and GCA Strategic Investment Fund Limited (the “Fund”).
FORM OF CONVERTIBLE NOTEConvertible Note • May 16th, 2007 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus • Florida
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, OR (C) IF REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, A SECURITIES PURCHASE AGREEMENT, DATED AS OF THE DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS AMONG THE PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH (A) LIMIT THE CONVERSION RIGHTS OF THE HOLDER, (B) SPECIFY VOLUNTARY AND MANDATORY REPAYMENT, PREPAYMENT AND REDEMPTION RIGHTS AND OBLIGATIONS AND (C) SPECIFY EVENTS OF DEFAULT FOLLOWING WHICH THE REMAINING BALANCE DUE AND OWING HEREUNDER MAY BE ACCELER
MUTUAL TERMINATION AGREEMENTMutual Termination Agreement • May 16th, 2007 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus • Illinois
MUTUAL TERMINATION AGREEMENT (the “Agreement”), dated as of May 11, 2007, by and between HEPALIFE TECHNOLOGIES, INC., a Florida corporation, (the “Company”), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability company (the “Buyer”).
EQUINOX SECURITIES LOGO] April 19, 2007Placement Agent Agreement • May 16th, 2007 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus • California
FORM OF ESCROW AGREEMENTEscrow Agreement • May 16th, 2007 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT is made as of May 11, 2007 by and among HepaLife Technologies, Inc., with its principal office at 60 State Street, Suite 700, Boston, MA 02109 (hereinafter the Company"), GCA Strategic Investment Fund Limited, with its principal office at Mechanics Building, 12 Church St., Hamilton, Bermuda (hereinafter the "Purchaser"), and The Law Offices of Kim T. Stephens, P.O. Box 1601, Athens, Georgia 30603 (hereinafter the "Escrow Agent").
FORM OF COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • May 16th, 2007 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus • Florida
THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING THIS COMMON STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, OR (C) IF REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, A SECURITIES PURCHASE AGREEMENT (“PURCHASE AGREEMENT”), DATED THE DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS AMONG THE PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH LIMIT THE EXERCISE RIGHTS OF THE HOLDER AND SPECIFY MANDATORY REDEMPTION OBLIGATIONS OF THE COMPANY.
