0001299933-05-000211 Sample Contracts

COMMON STOCK PURCHASE WARRANT To Purchase __ Shares of Common Stock of GENETRONICS BIOMEDICAL CORPORATION
Genetronics Biomedical Corp • January 13th, 2005 • Surgical & medical instruments & apparatus • California

THIS IS TO CERTIFY THAT , or registered assigns (the “Holder”), is entitled, during the Exercise Period (as hereinafter defined), to purchase from Genetronics Biomedical Corporation, a Delaware corporation (the “Company”), the Warrant Stock (as hereinafter defined and subject to adjustment as provided herein), in whole or in part, at a purchase price of $5.50 per share, all on and subject to the terms and conditions hereinafter set forth.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 13th, 2005 • Genetronics Biomedical Corp • Surgical & medical instruments & apparatus • California

This Agreement is being entered into pursuant to the Common Stock and Warrant Purchase Agreement, dated as of the date hereof, by and among the Company and the Purchasers (the “Purchase Agreement”).

ESCROW AGREEMENT
Escrow Agreement • January 13th, 2005 • Genetronics Biomedical Corp • Surgical & medical instruments & apparatus • California

This ESCROW AGREEMENT, dated as of January 10, 2005 (this “Agreement”), by and among Genetronics Biomedical Corporation, a Delaware corporation (the “Company”), the Purchasers set forth on the execution pages hereof (the “Purchasers”) and Computershare Trust Company of Canada, as escrow agent (the “Escrow Agent”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement (as defined below).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 13th, 2005 • Genetronics Biomedical Corp • Surgical & medical instruments & apparatus • California

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 10, 2005, by and among GENETRONICS BIOMEDICAL CORPORATION, a corporation organized under the laws of the State of Delaware (the “Company”), and the purchasers (the “Purchasers”) set forth on the execution pages hereof (the “Execution Pages”).

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