REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 21st, 2004 • Icoria, Inc. • Services-commercial physical & biological research • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the “Securities Purchase Agreement”), and pursuant to the Note and the Warrants referred to therein.
ContractIcoria, Inc. • October 21st, 2004 • Services-commercial physical & biological research • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ICORIA, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
Date: October 19, 2004 Warrant to Purchase ***843,396*** SharesIcoria, Inc. • October 21st, 2004 • Services-commercial physical & biological research • Delaware
THIS IS TO CERTIFY that, for value received, Stonegate Securities, Inc. (“Stonegate”) and its assigns (collectively, the “Holder”), is entitled to purchase, subject to the terms and conditions hereinafter set forth, up to ***843,396*** shares of the common stock, par value $0.01 per share (“Common Stock”), of Icoria, Inc., a Delaware corporation (the “Company”), and to receive certificate(s) for the Common Stock so purchased.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 21st, 2004 • Icoria, Inc. • Services-commercial physical & biological research • Delaware
THIS PLACEMENT AGENCY AGREEMENT (this “Agreement”) is made and entered into as of July 14, 2004 (the “Effective Date”), by and between Paradigm Genetics, Inc., a Delaware corporation (the “Company”), and Stonegate Securities, Inc., a Texas corporation (“Stonegate”).
ICORIA, INC. SECURITIES PURCHASE AGREEMENT October 19, 2004Placement Agency Agreement • October 21st, 2004 • Icoria, Inc. • Services-commercial physical & biological research • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 19, 2004, by and between Icoria, Inc., a Delaware corporation (the “Company”), and Laurus Master Fund, Ltd., a Cayman Islands company (the “Purchaser”).
ContractIcoria, Inc. • October 21st, 2004 • Services-commercial physical & biological research • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ICORIA, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
ICORIA, INC. SECURITY AGREEMENTSecurity Agreement • October 21st, 2004 • Icoria, Inc. • Services-commercial physical & biological research • New York
