SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 11th, 2008 • Ir Biosciences Holdings Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 8, 2008, between IR Biosciences Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
10% SUBORDINATED SECURED CONVERTIBLE DEBENTURE DUE AUGUST 8, 2013Ir Biosciences Holdings Inc • August 11th, 2008 • Pharmaceutical preparations • New York
THIS 10% SUBORDINATED SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Subordinated Secured Convertible Debentures of IR Biosciences Holdings, Inc., a Delaware corporation, (the “Company”), having its principal place of business at _____________________________, designated as its 10% Subordinated Secured Convertible Debenture due August 8, 2013 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
COMMON STOCK PURCHASE WARRANT IR BIOSCIENCES HOLDINGS, INC.Ir Biosciences Holdings Inc • August 11th, 2008 • Pharmaceutical preparations
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 the six month and one day anniversary of the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from IR Biosciences Holdings, Inc., a Delaware corporation (the “Company”), up to ___________ shares (the “Warrant Shares”) of 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 2(b).
SECURITY AGREEMENTSecurity Agreement • August 11th, 2008 • Ir Biosciences Holdings Inc • Pharmaceutical preparations • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of August 8, 2008, by and between IR BIOSCIENCES HOLDINGS, INC., a Delaware corporation with its principal place of business located at 8767 E. Via De Ventura, Suite 190, Scottsdale, AZ 85258 (the “Company”), and the undersigned subsidiaries of the Company (each a “Guarantor,” and collectively together with the Company, the “Grantors”), in favor of Brencourt Advisors, LLC as agent (the “Secured Party”) for the holders of the Convertible Debentures referred to in the following paragraph (the “Holders”). The Secured Party shall have the rights and authority described in Annex A hereto.
GUARANTYGuaranty Agreement • August 11th, 2008 • Ir Biosciences Holdings Inc • Pharmaceutical preparations • New Jersey
This GUARANTY AGREEMENT (“Agreement”), dated as of August 8, 2008 is made by each of the undersigned (each a "Guarantor", and collectively, the "Guarantors"), in favor of Brencourt Advisors, LLC as agent (the “Secured Party”) for the holders of the Convertible Debentures referred to in the following paragraph (the “Holders”).
SECURITY AGREEMENT (Patent)Security Agreement • August 11th, 2008 • Ir Biosciences Holdings Inc • Pharmaceutical preparations
THIS SECURITY AGREEMENT (PATENT) (“Agreement”), is entered into and made effective as of August 8, 2008, by and between IR BIOSCIENCES HOLDINGS, INC., a Delaware corporation with its principal place of business located at 8767 E. Via De Ventura, Suite 190, Scottsdale, AZ 85258 (the “Parent”), and the each subsidiary of the Parent listed on Schedule I attached hereto (each a “Subsidiary,” and collectively and together with the Parent, the “Company”), in favor of Brencourt Advisors, LLC as agent (the “Secured Party”) for the holders of the Convertible Debentures referred to in the following paragraph (the “Holders”).
