0001104659-03-008442 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 7th, 2003 • Avi Biopharma Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 5, 2003 among AVI BioPharma, Inc., an Oregon corporation (the “Company”), and each purchaser identified on the signature pages hereto (each a “Purchaser” and collectively the “Purchasers”).

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ADDITIONAL FUNDING AGREEMENT
Additional Funding Agreement • May 7th, 2003 • Avi Biopharma Inc • Pharmaceutical preparations

This Agreement (this “Agreement”) is dated as of May 6, 2003, by and among AVI BioPharma, Inc., an Oregon corporation (the “Company”) and Riverview Group, LLC, Cranshire Capital L.P., Smithfield Fiduciary LLC, Omicron Master Trust, The Tail Wind Fund Limited, Solomon Strategic Holdings, Inc., MRT, L.P. and Rodman & Renshaw, Inc. (collectively referred to as the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 7th, 2003 • Avi Biopharma Inc • Pharmaceutical preparations • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 5, 2003, by and among AVI BioPharma, Inc. an Oregon corporation (the “Company”), and each of the purchasers identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...
Number of Warrant Shares Available • May 7th, 2003 • Avi Biopharma Inc • Pharmaceutical preparations

AVI BioPharma, Inc., an Oregon corporation (the “Company”), hereby certifies that, for value received, [Name of Holder] or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of shares of common stock, $.0001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price (as adjusted from time to time as provided in Section 9, the “Exercise Price”) per Warrant Share equal to $7.00 at any time and from time to time from and after the date hereof and through and including May 5, 2008 (the “Expiration Date”), and subject to the following terms and conditions:

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