SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 10th, 2006 • Lipid Sciences Inc/ • Biological products, (no disgnostic substances) • California
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 8, 2006, is by and between LIPID SCIENCES, INC., a Delaware corporation (the “Company”), and each of the entities whose names appear on the signature pages hereof. Such entities are each referred to herein as an “Investor” and, collectively, as the “Investors.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 10th, 2006 • Lipid Sciences Inc/ • Biological products, (no disgnostic substances) • California
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 8, 2006, is by and between LIPID SCIENCES, INC, a Delaware corporation (the “Company”), and each of the entities whose names appear on the signature pages hereof. Such entities are each referred to herein as an “Investor” and, collectively, as the “Investors.”
August 7, 2006Private Placement Agreement • August 10th, 2006 • Lipid Sciences Inc/ • Biological products, (no disgnostic substances)
We appreciate your interest in our private placement of shares of common stock and warrants issuable for common stock (the “Financing”). This letter confirms additional information regarding the Financing. We understand that you and the other investors will rely on this letter in connection with the purchase of securities in the Financing. Please note that capitalized terms not defined in this letter have the meaning set forth in the Securities Purchase Agreement to be entered into by you and the Company.
WARRANT TO PURCHASE COMMON STOCK OF LIPID SCIENCES, INC.Warrant Agreement • August 10th, 2006 • Lipid Sciences Inc/ • Biological products, (no disgnostic substances) • New York
THIS CERTIFIES that (the “Holder”) of this Warrant (this “Warrant”), has the right to purchase from LIPID SCIENCES, INC., a Delaware corporation (the “Company”), up to fully paid and nonassessable shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), subject to adjustment as provided herein, at a price per share equal to the Exercise Price (as defined below), at any time during the period commencing on the first Business Day following the six month anniversary of the date on which this Warrant is issued (the “Issue Date”) and ending at 5:00 p.m., New York City time, on the date that is the fifth (5th) anniversary of such commencement date (the “Expiration Date”). This Warrant is issued pursuant to a Securities Purchase Agreement, dated as of August 8, 2006 (the “Securities Purchase Agreement”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Securities Purchase Agreement.
