ContractSecurities Agreement • October 7th, 2003 • Aerogen Inc • Surgical & medical instruments & apparatus
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 THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 7th, 2003 • Aerogen Inc • Surgical & medical instruments & apparatus • New York
This Agreement is made pursuant to the Loan and Securities Purchase Agreement, dated as of the date hereof among the Borrower and the Lender (the “Loan Agreement”).
AEROGEN, INC. SECURED CONVERTIBLE DEBENTURE DUE DECEMBER 31, 2003Securities Purchase Agreement • October 7th, 2003 • Aerogen Inc • Surgical & medical instruments & apparatus
THIS DEBENTURE is one of a series of duly authorized and issued debentures of Aerogen, Inc., a Delaware corporation (the “Borrower”), designated as its Secured Convertible Debentures due December 31, 2003, in the aggregate principal amount of up to Nine Hundred and Fifty Thousand Dollars and Ten Cents ($950,000.10) (the “Debentures”).
LOAN AND SECURITIES PURCHASE AGREEMENTLoan and Securities Purchase Agreement • October 7th, 2003 • Aerogen Inc • Surgical & medical instruments & apparatus • New York
This Loan and Securities Purchase Agreement is entered into and dated as of September 9, 2003 (this “Agreement”), by and between Aerogen, Inc., a Delaware corporation (the “Borrower”), and the Lender identified on the signature page hereto (the “Lender”).
