SECURITY AGREEMENTSecurity Agreement • February 3rd, 2006 • Neorx Corp • In vitro & in vivo diagnostic substances • California
THIS SECURITY AGREEMENT dated as of February 1, 2006 (“Securities Agreement”), is made by and among NeoRx Corporation, a Washington corporation (“Grantor”), and the secured parties listed on the signature pages hereto (each, a “Secured Party” and, collectively, the “Secured Parties”).
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • February 3rd, 2006 • Neorx Corp • In vitro & in vivo diagnostic substances • California
This Note and Warrant Purchase Agreement (the “Agreement”) is made as of the 1st day of February, 2006 (the “Effective Date”) by and among NeoRx Corporation, a Washington corporation (the “Company”), and the persons and entities named on the Schedule of Purchasers attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
NEORX CORPORATION WARRANT TO PURCHASE COMMON STOCKNeorx Corp • February 3rd, 2006 • In vitro & in vivo diagnostic substances • California
THIS CERTIFIES THAT, for value received, , with its principal office at , or assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from NeoRx Corporation, a Washington corporation, with its principal office at 300 Elliott Avenue West, Suite 500, Seattle, WA 98119-4114 (the “Company”) up to shares of the Common Stock of the Company (the “Common Stock”), subject to adjustment as provided herein. This Warrant is one of a series of Warrants being issued pursuant to the terms of the Note and Warrant Purchase Agreement (the “Agreement”) dated as of February 1, 2006 (the “Agreement Date”) to the persons listed on the Schedule of Purchasers thereto and in connection with the consummation of the transactions described in that certain Securities Purchase Agreement dated as of February 1, 2006 (the “Securities Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Secur
IRREVOCABLE AGREEMENT TO CONVERT SERIES B CONVERTIBLE PREFERRED STOCKConvertible Preferred Stock • February 3rd, 2006 • Neorx Corp • In vitro & in vivo diagnostic substances • Washington
This Irrevocable Agreement to Convert Series B Convertible Preferred Stock (the “Agreement”) is made as of February 1, 2006 by and among NeoRx Corporation, a Washington corporation (the “Company”), the holders of shares of Series B Convertible Preferred Stock listed on Exhibit A attached hereto (individually, a “Preferred Holder” and collectively, the “Preferred Holders”) and the Purchasers (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 3rd, 2006 • Neorx Corp • In vitro & in vivo diagnostic substances • California
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated and effective as of February 1, 2006, is made by and among NeoRx Corporation, a Washington corporation (the “Company”), and the Purchasers listed on Exhibit A hereto, together with their permitted transferees (each, a “Purchaser” and collectively, the “Purchasers”).
CONVERTIBLE PROMISSORY NOTESecurities Agreement • February 3rd, 2006 • Neorx Corp • In vitro & in vivo diagnostic substances
For value received NEORX CORPORATION, a Washington corporation (“Payor”), promises to pay to or its assigns (“Holder”) at its office at or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of Dollars ($ ), with interest on the outstanding principal balance hereof at the simple rate of 8% per annum, based on a 365 day year (the “Note Rate”). Interest shall commence accruing on the date hereof and shall continue on the outstanding principal balance hereof until paid in full or converted pursuant to the terms set forth herein. Interest shall be computed on the basis of a year of 365 days for the actual number of days elapsed.
NeoRx Letterhead] January 30, 2006Neorx Corp • February 3rd, 2006 • In vitro & in vivo diagnostic substances
Reference is hereby made to that certain letter agreement dated October 14, 2005 (the “Forbearance Agreement”) between Texas State Bank (the “Bank”), NeoRx Manufacturing Group, Inc., formerly NRX Acquisition Corporation (“NRX”), and NeoRx Corporation (“NeoRx”). Capitalized terms not otherwise defined herein are used as defined in the Forbearance Agreement.
