SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 5th, 2006 • Immunicon Corp • Laboratory analytical instruments • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 4, 2006, by and among Immunicon Corporation, a Delaware corporation, with headquarters located at 3401 Masons Mill Road, Suite 100, Huntingdon Valley, Pennsylvania 19006 the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
30,000,000 Subordinated Convertible Notes Warrants to Purchase 1,466,994 Shares of Common Stock Immunicon Corporation PLACEMENT AGENCY AGREEMENTAgency Agreement • December 5th, 2006 • Immunicon Corp • Laboratory analytical instruments • New York
Immunicon Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell (i) up to $30,000,000 in aggregate principal amount of unsecured subordinated convertible promissory notes (the “Notes”) and (ii) Warrants (the “Warrants”) to purchase up to an aggregate of 1,466,994 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), to certain investors (each an “Investor” and, collectively, the “Investors”). The Notes and the Warrants are referred to herein collectively as the “Securities.” The Company desires to engage Deutsche Bank Securities Inc. (the “Placement Agent”) as its exclusive placement agent subject to the terms and conditions set forth in this Placement Agency Agreement (this “Agreement”) in connection with such issuance and sale. The Securities are more fully described in the Registration Statement, the Disclosure Package and the Prospectus (each as hereinafter defined).
