APPLIED IMAGING CORP. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 14th, 2004 • Applied Imaging Corp • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is made and entered into as of April 13, 2004, by and among APPLIED IMAGING CORP., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit A attached hereto (collectively, the “Purchasers” and individually, a “Purchaser”).
FORM OF WARRANT]Warrant Agreement • April 14th, 2004 • Applied Imaging Corp • Surgical & medical instruments & apparatus • New York
Applied Imaging Corp., a Delaware corporation (the “Company”), hereby certifies that, for value received, [ ] or its registered assigns (including permitted transferees, the “Holder”), is entitled to purchase from the Company up to a total of [ ] shares (as adjusted from time to time as provided in Section 9) of Common Stock (as defined below) (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $1.70 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after October 13, 2004 (the “Initial Exercise Date”) through and including October 13, 2009 (the “Expiration Date”), and subject to the following terms and conditions. This Warrant is one of a series of similar warrants (the “Warrants”) issued pursuant to that certain Securities Purchase Agreement, dated as of the Original Issue Date, by and among the Company, the Holder and certain other investors (the
