WARRANT TO PURCHASE SHARES OF COMMON STOCK OF NEUROGESX, INC.Warrant Agreement • December 28th, 2007 • NeurogesX Inc • Pharmaceutical preparations • California
This Warrant is issued to [ ], or its registered assigns (the “Purchaser”), pursuant to that certain Securities Purchase Agreement, dated as of December 23, 2007, between NeurogesX, Inc. (the “Company”), the Purchaser and certain other purchasers thereunder (the “Purchase Agreement”) and is subject to the terms and conditions of the Purchase Agreement.
AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 28th, 2007 • NeurogesX Inc • Pharmaceutical preparations
This AMENDMENT NO. 1 THE THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is dated as of December 28, 2007 (this “Amendment”) and is entered into by and among NeurogesX, Inc., a Delaware corporation (the “Company”), the parties defined as “Investors” in the IRA (as defined below) (each a “Prior Investor,” and collectively, the “Prior Investors”), and the parties listed on Exhibit A to the SPA (as defined below) (each a “Purchaser,” and collectively, the “Purchasers”). The Third Amended and Restated Investors’ Rights Agreement dated as of November 14, 2005, as amended, shall be hereinafter referred to as the “IRA.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 28th, 2007 • NeurogesX Inc • Pharmaceutical preparations • California
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of the 23rd day of December, 2007 (the “Effective Date”) by and between NeurogesX, Inc., a Delaware corporation, with its principal office at 2215 Bridgepointe Parkway, Suite 200, San Mateo California 94404 (the “Company”), and the several purchasers identified in the attached Exhibit A (individually, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 28th, 2007 • NeurogesX Inc • Pharmaceutical preparations • California
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December 23, 2007, by and among (i) NeurogesX, Inc., a Delaware corporation (the “Company”), (ii) each person listed on Exhibit A attached hereto (collectively, the “Initial Investors” and each individually, an “Initial Investor”), and (iii) each person or entity that subsequently becomes a party to this Agreement pursuant to, and in accordance with, the provisions of Section 12 hereof (collectively, the “Investor Permitted Transferees” and each individually an “Investor Permitted Transferee”).
