REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 5th, 2004 • Aerogen Inc • Surgical & medical instruments & apparatus • California
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 MARCH 1, 2004Securities Purchase Agreement • February 5th, 2004 • Aerogen Inc • Surgical & medical instruments & apparatus
THIS DEBENTURE is issued by Aerogen, Inc., a Delaware corporation (the “Borrower”), in the aggregate principal amount of Five Hundred Thousand Dollars ($500,000) (the “Debenture”).
LOAN AND SECURITIES PURCHASE AGREEMENTLoan and Securities Purchase Agreement • February 5th, 2004 • Aerogen Inc • Surgical & medical instruments & apparatus • California
This Loan and Securities Purchase Agreement is entered into and dated as of January 23, 2004 (this “Agreement”), by and between Aerogen, Inc., a Delaware corporation (the “Borrower”), and the Lender identified on the signature page hereto (the “Lender”).
ContractSecurities Agreement • February 5th, 2004 • 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.
AMENDMENT NO. 2 TO SECURED CONVERTIBLE DEBENTURE AND CONSENTSecured Convertible Debenture • February 5th, 2004 • Aerogen Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT NO. 2 TO SECURED CONVERTIBLE DEBENTURE AND CONSENT (the “Amendment”) is made as of January 20, 2004, by and between AEROGEN, INC., a Delaware corporation (the “Borrower”) and SF CAPITAL PARTNERS, LTD., or its registered assigns (the “Holder”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Debenture and Purchase Agreement (each as defined below);
AMENDMENT TO SECURED CONVERTIBLE DEBENTURESecured Convertible Debenture • February 5th, 2004 • Aerogen Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT (the “Amendment”) is made as of January 7, 2004, by and among AEROGEN, INC., a Delaware corporation (the “Borrower”), and SF CAPITAL PARTNERS, LTD., or its registered assigns (the “Holder”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Debenture (as defined below).
