SENIOR SECURED CONVERTIBLE NOTESecurities Purchase Agreement • October 31st, 2006 • Antigenics Inc /De/ • Biological products, (no disgnostic substances) • New York
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR (B) THE TRANSFEROR PROVIDES THE COMPANY WITH REASONABLE ASSURANCES AND CUSTOMARY REPRESENTATIONS THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS. THIS NOTE IS ISSUED SUBJECT TO THE TERMS OF A SECURITIES PURCHASE AGREEMENT, DATED AS OF OCTOBER 30, 2006 (“SECURITIES PURCHASE AGREEMENT”), BY AND AMONG ANTIGENICS INC. AND THE HOLDER OF THIS NOTE.
ANTIGENICS INC. GUARANTEE Dated as of October 30, 2006 Ingalls & Snyder LLC, as AgentGuarantee • October 31st, 2006 • Antigenics Inc /De/ • Biological products, (no disgnostic substances) • Delaware
This Agreement, dated as of October 30, 2006, is among Antigenics Inc., a Massachusetts corporation (the “Guarantor”), and Ingalls & Snyder LLC, as agent (the “Agent”) for itself and the other Buyers under the Securities Purchase Agreement (as defined below). The parties agree as follows:
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • October 31st, 2006 • Antigenics Inc /De/ • Biological products, (no disgnostic substances) • New York
This Agreement, dated as of October 30, 2006 is between Antigenics Inc., a Delaware corporation (the “Pledgor”), and Ingalls & Snyder LLC, as agent (the “Agent”) for itself and the other Buyers under the Securities Purchase Agreement (as defined below). The parties agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 31st, 2006 • Antigenics Inc /De/ • Biological products, (no disgnostic substances) • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 30, 2006 by and among Antigenics Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
