REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 9th, 2007 • Genesis Pharmaceuticals Enterprises, Inc. • Services-business services, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of 6th day of November, 2007, by and among Genesis Pharmaceuticals Enterprises, Inc., a Florida corporation (the “Company”), and Pope Investments, LLC, a Delaware limited liability company, and the other investors who execute this Agreement. (collectively, the “Investors” and each, an “Investor”). Unless defined otherwise, capitalized terms herein shall have the identical meaning as in the Securities Purchase Agreement of even date herewith (the “Purchase Agreement”), by and among the Company and the Investors.
SECURITIES PURCHASE AGREEMENT BETWEEN GENESIS PHARMACEUTICALS ENTERPRISES, INC. AND POPE INVESTMENTS, LLC AND THE OTHER INVESTORS NAMED HEREIN DATED November 6, 2007Securities Purchase Agreement • November 9th, 2007 • Genesis Pharmaceuticals Enterprises, Inc. • Services-business services, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 6th day of November, 2007, between Genesis Pharmaceuticals Enterprises, Inc., a Florida corporation (the “Company”), and Pope Investments, LLC, a Delaware limited liability company (“Pope”), and any other investors named on the signature page of this Agreement (together with Pope, the “Investors” and each an “Investor”).
November 6, 2007Closing Escrow Agreement • November 9th, 2007 • Genesis Pharmaceuticals Enterprises, Inc. • Services-business services, nec • New York
This agreement will set forth the terms pursuant to which Genesis Pharmaceuticals Enterprises, Inc., a Florida corporation (the “Company”) will deposit into escrow with you (the “Escrow Agent”) 20,000,000 shares (the “Company Shares”) of Common Stock, pursuant to a securities purchase agreement (the “Purchase Agreement”) dated November 6, 2007, among the Company, Pope Investments, LLC (“Pope”), and the other Investors named therein.
Void after 5:30 P.M. New York City time on November 7, 2010 SERIES A COMMON STOCK PURCHASE WARRANT OF GENESIS PHARMACEUTICALS ENTERPRISES, INC.Warrant Agreement • November 9th, 2007 • Genesis Pharmaceuticals Enterprises, Inc. • Services-business services, nec
This is to certify that, FOR VALUE RECEIVED, Pope Investments, LLC, a Delaware limited liability company, or registered assigns (“Holder”), is entitled to purchase, on the terms and subject to the provisions of this Warrant, from Genesis Pharmaceuticals Enterprises, Inc., a Florida corporation (the “Company”), at an exercise price (the “Exercise Price”) of thirty two cents ($0.32) per share, ten million (10,000,000) shares of common stock, par value $.001 per share (“Common Stock”), of the Company at any time during the period (the “Exercise Period”) commencing on the date of this Warrant and ending at 5:30 P.M. New York City time, on November 7, 2010; provided, however, that if such date is a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which such banks are not authorized to close. The number of shares of Common Stock to be issued upon the exercise or conversion of this Warrant and the price to be paid for a
