REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 11th, 2010 • Znomics, Inc. • Pharmaceutical preparations • Minnesota
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 10, 2010, by and among Znomics, Inc., a Nevada corporation (the “Company”) and the undersigned parties listed under Initial Stockholders on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
COMMON STOCK PURCHASE WARRANT ZNOMICS, INC.Security Agreement • February 11th, 2010 • Znomics, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May 26, 2009 (the “Initial Exercise Date”) and on or prior to the close of business on the tenth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ZNOMICS, INC., a Nevada corporation (the “Company”), up to shares (the “Warrant Shares”) of common stock, par value $.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b). This Warrant is issued pursuant to the Letter Agreement effective February 10, 2010, and replaces the warrant issued on the Initial Exercise Date.
February 10, 2010Exclusive Financial Advisory Agreement • February 11th, 2010 • Znomics, Inc. • Pharmaceutical preparations
December 30, 2009Termination Agreement • February 11th, 2010 • Znomics, Inc. • Pharmaceutical preparations
This letter agreement memorializes the understanding and agreement between Znomics, Inc. (together with its officers, directors, employees, owners, affiliates and agents, “Znomics”) and you, David N. Baker, Cascade Summit LLC and your affiliates (together with the agents, officers, directors, employees and owners of the foregoing persons, “You”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 11th, 2010 • Znomics, Inc. • Pharmaceutical preparations • Minnesota
THIS STOCK PURCHASE AGREEMENT is entered into as of February 10, 2010 by and among ZNOMICS, INC., a Nevada corporation (the “Company”) and the individuals and entities (each a “Purchaser” and collectively, the “Purchasers”) listed on the Schedule of Purchasers attached as Exhibit A (the “Schedule of Purchasers”).
DISCRETIONARY ADVANCE SECURED PROMISSORY NOTEDiscretionary Advance Secured Promissory Note • February 11th, 2010 • Znomics, Inc. • Pharmaceutical preparations
FOR VALUE RECEIVED, Znomics, Inc., a Nevada corporation (the “Borrower”), promises to pay to the order of , and his, her or its successors and assigns, as lender (the “Lender”), at such place as may be designated from time to time by the holder hereof, in lawful money of the United States of America, $_______ or such greater or lesser amounts that have been advanced from time to time by the Lender to or for the benefit of Borrower, together with interest on the unpaid principal balance hereof from the date hereof until this Note is fully paid, at an annual rate of interest, calculated on the basis of actual number of days elapsed in a 360 day year, that shall at all times be equal to 5%.
