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Title: |
Common Stock Purchase Agreement |
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Entities: |
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Date: |
2003 |
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Size: |
Preview shows 4KB of 125KB total |
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Price: |
$44 |
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ID: |
#332081 |
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COMMON STOCK PURCHASE AGREEMENT
COMMON STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of October
9, 2003 by and between UNIGENE LABORATORIES, INC., a Delaware corporation (the
"Company"), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability
company (the "Buyer"). Capitalized terms used herein and not otherwise defined
herein are defined in Section 10 hereof.
WHEREAS:
Subject to the terms and conditions set forth in this Agreement, the
Company wishes to sell to the Buyer, and the Buyer wishes to buy from the
Company, up to Fifteen Million Dollars ($15,000,000) of the Company's common
stock, par value $0.01 per share (the "Common Stock"). The shares of Common
Stock to be purchased hereunder are referred to herein as the "Purchase Shares."
NOW THEREFORE, the Company and the Buyer hereby agree as follows:
1. PURCHASE OF COMMON STOCK.
Subject to the terms and conditions set forth in Sections 6, 7 and 9
below, the Company hereby agrees to sell to the Buyer, and the Buyer hereby
agrees to purchase from the Company, shares of Common Stock as follows:
(a) Commencement of Purchases of Common Stock. The purchase and sale
of Common Stock hereunder shall commence (the "Commencement") within five (5)
Trading Days following the date of satisfaction (or waiver) of the conditions to
the Commencement set forth in Sections 6 and 7 below (or such later date as is
mutually agreed to by the Company and Buyer) (the date of such Commencement, the
"Commencement Date").
(b) Buyer's Purchase Rights and Obligations. Subject to the
Company's right to suspend purchases under Section 1(d)(ii) hereof, the Buyer
shall purchase shares of Common Stock on each Trading Day during each Monthly
Period equal to the Daily Purchase Amount (as defined in Section 1(c)(i)) at the
Purchase Price. Within one (1) Trading Day of receipt of Purchase Shares, the
Buyer shall pay to the Company an amount equal to the Purchase Amount with
respect to such Purchase Shares as full payment for the purchase of the Purchase
Shares so received. The Company shall not issue any fraction of a share of
Common Stock upon any purchase. All shares of Common Stock (including fractions
thereof) issuable upon a purchase under this Agreement shall be aggregated for
purposes of determining whether the purchase would result in the issuance of a
fraction of a share of Common Stock. If, after the aforementioned aggregation,
the issuance would result in the issuance of a fraction of a share of Common
Stock, the Company shall round such fraction of a share of Common Stock up or
down to the nearest whole share. All payments made under this Agreement shall be
made in lawful money of the United States of America by wire transfer of
immediately available funds to such account as the Company may from time to time
designate by written notice in accordance with the provisions of this Agreement.
Whenever any amount expressed to be due by the terms of this Agreement is due on
any day that is not a Trading Day, the same shall instead be due on the next
succeeding day which is a Trading Day.
{PAGE}
(c) The Daily Purchase Amount; Company's Right to Decrease or
Increase the Daily Purchase Amount.
(i) The Daily Purchase Amount. As used herein the term
"Original Daily Purchase Amount" shall mean Thirty Thousand Dollars
($30,000) per Trading Day. As used herein, the term "Daily Purchase
Amount" shall mean initially Thirty Thousand Dollars ($30,000) per
Trading Day, which amount may be increased or decreased from time to
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