INCARA PHARMACEUTICALS CORPORATION WARRANT TO PURCHASE 50,000,000 SHARES OF COMMON STOCKWarrant Agreement • September 19th, 2003 • Incara Inc • New York
This Warrant, together with the Company Warrant, are the Warrants referred to in that certain Debenture and Warrant Purchase Agreement (the “Purchase Agreement”; capitalized terms not expressly defined herein shall have the meaning assigned to such terms in the Purchase Agreement), dated as of September 16, 2003, by and among the Company, Incara, Inc., a Delaware corporation and\ a wholly owned subsidiary of the Company (“Incara Sub”), and the initial Holder. The number of Warrant Shares then purchasable hereunder shall be reduced, share for share, by the number of shares of Company Common Stock that are actually upon (i) exercise of the Company Warrant and (ii) conversion of the Debenture.
DEBENTURE AND WARRANT PURCHASE AGREEMENTDebenture and Warrant Purchase Agreement • September 19th, 2003 • Incara Inc • New York
THIS DEBENTURE AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is made as of September 16, 2003, by and among Incara Pharmaceuticals Corporation, a Delaware corporation (the “Parent”), Incara, Inc. (f/k/a Incara Cell Technologies, Inc.), a Delaware corporation and wholly-owned subsidiary of the Parent (the “Company”), and Goodnow Capital, L.L.C., a Delaware limited liability company (the “Investor”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION By and Between INCARA PHARMACEUTICALS CORPORATION AND INCARA, INC. Dated as of September 16, 2003Merger Agreement • September 19th, 2003 • Incara Inc • Delaware
This Agreement and Plan of Merger and Reorganization (this “Agreement”) is made and entered into as of the 16th day of September 2003, by and between Incara Pharmaceuticals Corporation, a Delaware corporation (“Parent”), and Incara, Inc. a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 19th, 2003 • Incara Inc • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 16th day of September, 2003 by and among Incara Pharmaceuticals Corporation, a Delaware corporation (“Parent” or the “Company”), Incara, Inc. (f/k/a Incara Cell Technologies, Inc.), a Delaware corporation (“Survivor”), and Goodnow Capital, L.L.C., a Delaware limited liability company (the “Investor”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Debenture and Warrant Purchase Agreement, of even date herewith, by an among Parent, Survivor and the Investor (the “Purchase Agreement”).
