AKSYS, LTD. NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 24th, 2004 • Aksys LTD • Electromedical & electrotherapeutic apparatus • New York
This NOTE PURCHASE AGREEMENT (the “Agreement”) is effective as of February 23, 2004, by and among AKSYS, LTD., a Delaware corporation (the “Company”), DURUS LIFE SCIENCES MASTER FUND LTD., a Cayman Islands Exempted Company (“Durus”), and ARTAL LONG BIOTECH PORTFOLIO LLC, a Delaware limited liability company (“Artal” and, together with Durus, each a “Purchaser” and, collectively, the “Purchasers”).
ContractAksys LTD • February 24th, 2004 • Electromedical & electrotherapeutic apparatus • New York
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITY UNDER SUCH ACT OR EXEMPTION THEREFROM OR UNLESS SOLD PURSUANT TO RULE 144 PROMULGATED UNDER SUCH ACT.
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • February 24th, 2004 • Aksys LTD • Electromedical & electrotherapeutic apparatus • Delaware
THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), by and between Aksys, Ltd., a Delaware corporation (the “Company”), and EquiServe Trust Company, N.A., as successor Rights Agent to First Chicago Trust Company of New York (the “Rights Agent”), is effective as of February 23, 2004, and amends that certain Rights Agreement, dated as of October 28, 1996, by and between Aksys, Ltd. and EquiServe Trust Company, N.A., as successor Rights Agent to First Chicago Trust Company of New York (the “Rights Agreement”). Capitalized terms used herein that are not defined herein have the meanings given to them in the Rights Agreement.
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • February 24th, 2004 • Aksys LTD • Electromedical & electrotherapeutic apparatus • Delaware
This SETTLEMENT AGREEMENT AND MUTUAL RELEASE (the “Agreement”) is entered into by and among Aksys, Ltd., a Delaware corporation (“Aksys”); Durus Life Sciences Master Fund Ltd., a Cayman Islands company (the “Fund”); Scott Sacane, a Connecticut resident (“Sacane”); Durus Capital Management, LLC, a Delaware limited liability company (“Durus”); Durus Capital Management (N.A.), LLC, a Delaware limited liability company (“Durus N.A.”); and Artal Long Biotech Portfolio LLC, a Delaware limited liability company (“Artal”). Aksys, the Fund, Sacane, Durus, Durus N.A. and Artal are collectively referred to herein as the “Parties”, and each is individually referred to as a “Party.” The Fund, Sacane, Durus, Durus N.A. and Artal are collectively referred to herein as “Defendants”, and each is individually referred to as a “Defendant.” Unless otherwise provided herein, capitalized terms used herein without definition have the meanings given to them in the Rights Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 24th, 2004 • Aksys LTD • Electromedical & electrotherapeutic apparatus • Illinois
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of February 23, 2004, by and among Aksys, Ltd., a Delaware corporation (“Aksys”), Durus Life Sciences Master Fund Ltd., a Cayman Islands company (the “Master Fund”), and Artal Long Biotech Portfolio LLC, a Delaware limited liability company (“Artal”), with respect to the shares of common stock of Aksys, par value $0.01 per share (the “Common Stock”), warrants to purchase Common Stock (the “Warrants”) and Common Stock for which the Warrants are exercisable in each case owned by the Stockholders (as defined below) on the date hereof (collectively, the “Shares”), the New Shares (as defined in Section 5) and any Shares or New Shares owned by Permitted Transferees (as defined in Section 13(e)) after the date hereof (together with any additional shares of capital stock of Aksys issued to any Stockholders or Permitted Transferees in respect of the Shares pursuant to any stock splits, stock dividends, distributions, mergers, reca
