REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 4th, 2008 • Pharmos Corp • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 3, 2008, by and among Pharmos Corporation, a Nevada corporation (the “Company”), and the purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”), including any Purchasers who become signatories to this Agreement in accordance with the Purchase Agreement (as hereinafter defined) subsequent to the date hereof by executing the Instrument of Accession in the form of Exhibit A attached hereto.
Pharmos CorporationConsulting Agreement • January 4th, 2008 • Pharmos Corp • Pharmaceutical preparations
This letter confirms the agreement between Pharmos Corporation (the “Company”) and you relating to your resignation, effective as of the date hereof, from the Board of Directors of the Company (the “Board”). As we discussed, you are not resigning because of any disagreement on any matter relating to the Company’s operations, policies or practices.
Pharmos CorporationConsulting Agreement • January 4th, 2008 • Pharmos Corp • Pharmaceutical preparations
This letter confirms the agreement between Pharmos Corporation (the “Company”) and you relating to your resignation, effective as of the date hereof, from the Board of Directors of the Company (the “Board”). As we discussed, you are not resigning because of any disagreement on any matter relating to the Company’s operations, policies or practices.
Pharmos CorporationResignation and Consulting Agreement • January 4th, 2008 • Pharmos Corp • Pharmaceutical preparations
This letter confirms the agreement between Pharmos Corporation (the “Company”) and you relating to your resignation, effective as of the date hereof, from the Board of Directors of the Company (the “Board”). As we discussed, you are not resigning because of any disagreement on any matter relating to the Company’s operations, policies or practices.
Pharmos CorporationSecurities Purchase Agreement • January 4th, 2008 • Pharmos Corp • Pharmaceutical preparations
Reference is made herein to the Securities Purchase Agreement (the “Purchase Agreement”), dated as of the date hereof, by and between Pharmos Corporation (the “Company”) and the purchasers identified on the signature pages thereto (the “Purchasers”) relating to, among other things, the Purchasers’ subscription of Debentures of the Company. All capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Purchase Agreement.
AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 4th, 2008 • Pharmos Corp • Pharmaceutical preparations
AMENDMENT NO. 3 (this “Third Amendment”) dated as of January 3, 2008 to the Agreement and Plan of Merger dated as of March 14, 2006 (the “Initial Merger Agreement”) among Pharmos Corporation, a Nevada corporation (“Parent”), Vela Acquisition Corporation, a Delaware corporation and direct wholly-owned subsidiary of Parent, and Vela Pharmaceuticals Inc., a Delaware corporation (“Target”), as previously amended by letter agreements among the parties dated August 4 and August 10, 2006 (the “Extension Letters”) and Amendment to Agreement and Plan of Merger dated as of August 31, 2006 (“Amendment No.1”) and Amendment No. 2 to Agreement and Plan of Merger dated as of September 29, 2006 (collectively with the Extension Letters and with the Initial Merger Agreement and Amendment No.1, the “Merger Agreement”).
RIGHTS AGREEMENT AMENDMENT NO. 2Rights Agreement • January 4th, 2008 • Pharmos Corp • Pharmaceutical preparations • Nevada
This Amendment No. 2, dated as of January 3, 2008, to the Rights Agreement, dated as of September 5, 2002, as amended on October 23, 2006 (the “Rights Agreement”), is between Pharmos Corporation, a Nevada corporation (the “Company”), and American Stock Transfer & Trust Co. (the “Rights Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 4th, 2008 • Pharmos Corp • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 3, 2008, among Pharmos Corporation, a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (each a “Purchaser” and collectively the “Purchasers”); and
10% CONVERTIBLE DEBENTURE DUE NOVEMBER 1, 2012Securities Agreement • January 4th, 2008 • Pharmos Corp • Pharmaceutical preparations
THIS DEBENTURE is one of a series of duly authorized and issued 10% Convertible Debentures of Pharmos Corporation, a Nevada corporation, having a principal place of business at 99 Wood Avenue South, Suite 311, Iselin, New Jersey 08830 (the “Company”), designated as its 10% Convertible Debenture, due November 1, 2012 (the “Debentures”).
