FORM OF DEPOSIT AGREEMENT IMMUNOMEDICS, INC. and as Depositary and HOLDERS OF DEPOSITARY RECEIPTSDeposit Agreement • April 23rd, 2004 • Immunomedics Inc • In vitro & in vivo diagnostic substances • Delaware
DEPOSIT AGREEMENT, dated as of , , by and among Immunomedics, Inc., a Delaware corporation (the “Company”), [ ], a [ ], as depositary (the “Depositary”), and all holders from time to time of Receipts issued hereunder.
IMMUNOMEDICS, INC. FORM OF UNDERWRITING AGREEMENT [DATE]Underwriting Agreement • April 23rd, 2004 • Immunomedics Inc • In vitro & in vivo diagnostic substances • New York
Immunomedics, Inc., a corporation organized and existing under the laws of Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of (i) [ ] shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), (b) [ ] shares of the Company’s preferred stock, par value $0.01 per share (the “Preferred Stock”), (c) [ ] depositary shares evidencing interests in a share or shares of Preferred Stock (“Depositary Shares”), (d) [ ] warrants to purchase Common Stock (“Common Stock Warrants”), or (e) [ ] warrants to purchase Preferred Stock (“Preferred Stock Warrants”), or any combination of such shares of Common Stock, shares of Preferred Stock, Depositary Shares, Common Stock Warrants and Preferred Stock Warrants (such securities or combination of securities to be sold to the Underwriters, the “Securities”). The Securities are more fully de
Immunomedics, Inc.Registration Rights Agreement • April 23rd, 2004 • Immunomedics Inc • In vitro & in vivo diagnostic substances • New York
Immunomedics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the purchaser named in the purchase agreement (the “Initial Purchaser”), upon the terms set forth in such purchase agreement dated January 12, 2004 (the “Purchase Agreement”), its 3.25% Convertible Senior Notes due 2006 (the “Securities”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchaser thereunder, the Company agrees with the Initial Purchaser for the benefit of Holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
IMMUNOMEDICS, INC. 3.25% Convertible Senior Notes Due 2006 PURCHASE AGREEMENTPurchase Agreement • April 23rd, 2004 • Immunomedics Inc • In vitro & in vivo diagnostic substances • New York
Company, (ii) do not and will not result in any violation of its certificate of incorporation or by-laws and (iii) do not and will not conflict with, or result in a breach or violation of any of the terms or provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right to accelerate the maturity or require the prepayment of any indebtedness or the purchase of any capital stock under, or result in the creation or imposition of any lien, charge or encumbrance upon, any of its properties or assets under, (A) any material contract, indenture, mortgage, deed of trust, loan agreement, note, lease, partnership agreement or other agreement or instrument known to us to which the Company is a party, by which it may be bound or to which any of its properties or assets may be subject, (B) any applicable law or statute, rule or regulation (other than the securities or Blue Sky laws of the various states
IMMUNOMEDICS, INC. FORM OF WARRANT AGREEMENT [COMMON/PREFERRED] STOCK Dated as ofWarrant Agreement • April 23rd, 2004 • Immunomedics Inc • In vitro & in vivo diagnostic substances • Delaware
WHEREAS, the Company deems it advisable to issue the Holder warrants (the “Warrants”) entitling the Holder to purchase an aggregate of [ ] shares of [common stock of the Company, par value $0.01 per share (“Common Stock”)/preferred stock of the Company, par value $0.01 per share (“Preferred Stock”)]. The shares of [Common/Preferred] Stock issued upon exercise of the Warrants are referred to as the “Warrant Shares;” and
Up to $13,000,000 Aggregate Principal Amount of 3.25% Convertible Senior Notes due 2006Immunomedics Inc • April 23rd, 2004 • In vitro & in vivo diagnostic substances • New York
INDENTURE, dated as of January 20, 2004, between IMMUNOMEDICS, INC., a Delaware corporation (the “Company”), and The Bank of New York, a New York banking corporation, as Trustee (the “Trustee”).
