INCARA PHARMACEUTICALS CORPORATION WARRANT TO PURCHASE 12,500,000 SHARES OF COMMON STOCKIncara Pharmaceuticals Corp • January 15th, 2004 • Pharmaceutical preparations • New York
For value received, Incara Pharmaceuticals Corporation (f/k/a Incara, Inc.), a Delaware corporation (the “Company”), hereby certifies that Goodnow Capital, L.L.C., or its registered transferees, successors or assigns (each person or entity holding all or part of this Warrant being referred to as a “Holder”), is the registered holder of warrants (the “Warrants”) to subscribe for and purchase Twelve Million Five Hundred Thousand (12,500,000) shares (as adjusted pursuant to the next paragraph and Section 3 hereof, the “Warrant Shares”) of the fully paid and nonassessable common stock, par value $0.001 per share (the “Common Stock”), of the Company at any time on or prior to the Expiration Date (as defined below) at a purchase price per share initially equal to Forty Cents ($0.40) (the “Warrant Price”), subject to the provisions and upon the terms and conditions hereinafter set forth. For purposes of this Warrant, “Expiration Date” shall mean 5:00 P.M., Eastern Time, on January 9, 2006, un
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • January 15th, 2004 • Incara Pharmaceuticals Corp • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT is dated as of January 9, 2004 by and between GOODNOW CAPITAL, L.L.C., a Delaware limited liability company (the “Lender”) as successor-by-merger to Goodnow Capital, Inc., and INCARA PHARMACEUTICALS CORPORATION (f/k/a Incara, Inc.), a Delaware corporation (the “Company”) and the successor-by-merger to Incara Pharmaceuticals Corporation, the Company’s former parent (the “Parent”).
SECURED CONVERTIBLE DEBENTUREIncara Pharmaceuticals Corp • January 15th, 2004 • Pharmaceutical preparations • New York
FOR VALUE RECEIVED, Incara Pharmaceuticals Corporation (f/k/a Incara, Inc.), a Delaware corporation (the “Maker”) and the successor-by-merger to Incara Pharmaceuticals Corporation, the Maker’s former parent (the “Parent”), hereby promises to pay to the order of Goodnow Capital, L.L.C., a Delaware limited liability company and the successor-by-merger to Goodnow Capital, Inc., or its successors, assigns and legal representatives (the “Holder”), at 152 West 57th Street, 21st Floor, New York, New York 10019, or at such other location as the Holder may designate from time to time, the aggregate principal sum of all advances (each, an “Advance” and, collectively, the “Advances”) made by the Holder to the Maker, in lawful money of the United States of America, together with interest on each such Advance at a rate of 10% per annum. This Secured Convertible Debenture (this “Debenture”) is the Debenture of the Maker referred to in that certain Debenture and Warrant Purchase Agreement (the “Purch
