WARRANT to Purchase Ordinary Shares of SENETEK PLC Issued: September 4, 2003 Expires: March 4, 2011Warrant Agreement • November 14th, 2003 • Senetek PLC /Eng/ • Biological products, (no disgnostic substances) • New York
This Warrant certifies that or its registered and permitted successors or assigns (“ ” or the “Holder”), is entitled to, subject to the terms set forth below, purchase from SENETEK PLC, a corporation organized under the laws of England (the “Company”), from time to time up to ( ) duly authorized, validly issued, fully paid and nonassessable Ordinary Shares (as such number may be adjusted pursuant to Section 4(a) and Section 5 herein) which may be exchanged for American Depositary Shares (“ADS”) represented by American Depositary Receipts (“ADR”) (the Ordinary Shares of the Company, including any shares into which it may be changed, reclassified, or converted, are herein referred to as the “Ordinary Shares”). This Warrant is one of the Series D Warrants (the “Warrants”) issued pursuant to Section 3 of the Second Amendment to the Securities Purchase Agreement dated as of September 4, 2003 (the “Second Amendment”), which Second Amendment amends that certain Securities Purchase Agreement,
LICENSE AGREEMENTLicense Agreement • November 14th, 2003 • Senetek PLC /Eng/ • Biological products, (no disgnostic substances) • California
This License Agreement (this “Agreement”) is made and entered into as of August 1, 2003, by and between Senetek PLC, an English corporation with its corporate headquarters located at 620 Airpark Road, Napa, California 94558 (“Senetek”), and ICN Pharmaceuticals, Inc., a Delaware corporation with its corporate headquarters located at 3300 Hyland Avenue, Costa Mesa, California 92626 (“Licensee”).
ContractSenior Secured Note • November 14th, 2003 • Senetek PLC /Eng/ • Biological products, (no disgnostic substances) • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT. THIS NOTE IS SUBJECT IN ALL RESPECTS TO THE PROVISIONS OF THE SECURITIES PURCHASE AGREEMENT DESCRIBED BELOW.
SECOND AMENDMENT TO THE SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2003 • Senetek PLC /Eng/ • Biological products, (no disgnostic substances) • New York
THIS SECOND AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT, dated as of September 4, 2003 (the “Second Amendment”), by and between SENETEK, PLC, a corporation organized under the laws of England (the “Company”) and the holders of warrants and notes set forth on Schedule 1 hereto (the “Purchasers” or the “Holders”). Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Purchase Agreement.
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2003 • Senetek PLC /Eng/ • Biological products, (no disgnostic substances)
This Amendment No. 1 (“Amendment No. 1”) to the Amended and Restated Registration Rights Agreement, dated as of June 20, 2001, among SENETEK, PLC, a corporation organized under the laws of England, SILVER CREEK INVESTMENTS, LTD., a British Virgin Islands company, BOMOSEEN INVESTMENTS, LTD., a British Virgin Islands company, ELSTREE HOLDINGS, LTD., a British Virgin Islands company, DANDELION INVESTMENTS, LTD., a British Virgin Islands company, SCORPION HOLDINGS INC., a Delaware company, WALLINGTON INVESTMENTS LIMITED, a British Virgin Islands company, and ALBA LIMITED (the “Registration Rights Agreement”), is effective as of September 4, 2003. Capitalized terms used herein and not otherwise defined herein shall have the meaning specified, or ascribed thereto by reference, in the Registration Rights Agreement.
