TERM IS DEFINED UNDER THE
SECURITIES ACT, WITHOUT THE CONSENT OF THE COMPANY SO LONG AS THE AFFILIATE IS
AN ACCREDITED INVESTOR (WITHIN THE MEANING OF REGULATION D UNDER THE SECURITIES
ACT) AND AGREES IN WRITING TO BE BOUND BY THIS AGREEMENT.
THIS PROVISION DOES
NOT LIMIT THE INVESTOR'S RIGHT TO TRANSFER THE SECURITIES PURSUANT TO THE TERMS
OF THIS AGREEMENT OR TO ASSIGN THE INVESTOR'S RIGHTS HEREUNDER TO ANY SUCH
TRANSFEREE PURSUANT TO THE TERMS OF THIS AGREEMENT.
10.9
THIRD PARTY BENEFICIARIES.
THIS AGREEMENT IS
INTENDED FOR THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE PERMITTED
SUCCESSORS AND ASSIGNS, AND, EXCEPT AS CONTEMPLATED IN SECTION 2.10, IS NOT FOR
THE BENEFIT OF, NOR MAY ANY PROVISION HEREOF BE ENFORCED BY, ANY OTHER PERSON.
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10.10
SURVIVAL.
THE REPRESENTATIONS AND WARRANTIES OF THE
COMPANY AND THE AGREEMENTS AND COVENANTS SET FORTH HEREIN WILL SURVIVE THE
CLOSING HEREUNDER FOR A PERIOD OF TWELVE (12) MONTHS.
THE COMPANY MAKES NO
REPRESENTATIONS OR WARRANTIES IN ANY ORAL OR WRITTEN INFORMATION PROVIDED TO
INVESTORS, OTHER THAN THE REPRESENTATIONS AND WARRANTIES INCLUDED HEREIN.
10.11
FURTHER ASSURANCES.
EACH PARTY WILL DO AND PERFORM,
OR CAUSE TO BE DONE AND PERFORMED, ALL SUCH FURTHER ACTS AND THINGS, AND WILL
EXECUTE AND DELIVER ALL OTHER AGREEMENTS, CERTIFICATES, INSTRUMENTS AND
DOCUMENTS, AS ANOTHER PARTY MAY REASONABLY REQUEST IN ORDER TO CARRY OUT THE
INTENT AND ACCOMPLISH THE PURPOSES OF THIS AGREEMENT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
10.12
NO STRICT CONSTRUCTION.
THE LANGUAGE USED IN THIS
AGREEMENT IS DEEMED TO BE THE LANGUAGE CHOSEN BY THE PARTIES TO EXPRESS THEIR
MUTUAL INTENT, AND NO RULES OF STRICT CONSTRUCTION WILL BE APPLIED AGAINST ANY
PARTY.
10.13
EQUITABLE RELIEF.
THE COMPANY RECOGNIZES THAT, IF IT
FAILS TO PERFORM OR DISCHARGE ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT, ANY
REMEDY AT LAW MAY PROVE TO BE INADEQUATE RELIEF TO THE INVESTORS.
THE COMPANY
THEREFORE AGREES THAT THE INVESTORS ARE ENTITLED TO SEEK TEMPORARY AND PERMANENT
INJUNCTIVE RELIEF IN ANY SUCH CASE.
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IN WITNESS WHEREOF, the undersigned Investors and the Company have caused this
Securities Purchase Agreement to be duly executed as of the date first above
written.
COMPANY:
SONUS PHARMACEUTICALS, INC.
By:
/s/ Michael A. Martino
Name:
Michael A. Martino
Title:
President and CEO
For purposes of Section 2.10 hereof:
PUNK ZIEGEL & COMPANY
By:
/s/ Edwin H. Gordon
Edwin H. Gordon
Managing Director
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OMNIBUS SIGNATURE PAGE TO
SONUS PHARMACEUTICALS, INC.
SECURITIES PURCHASE AGREEMENT
The undersigned hereby executes and delivers the Securities Purchase Agreement
to which this Signature Page is attached, which, together with all counterparts
of the Agreement and Signature Pages of the other parties named in said
Agreement, shall constitute one and the same document in accordance with the
terms of the Agreement.
Sign Name:
Print Name:
Address:
Telephone:
Facsimile:
Number of Securities Purchased:
Common Shares:
Warrants (Number of Warrant Shares):
21
SCHEDULE OF INVESTORS
22
Exhibit A
Form of Warrant
A-1
Exhibit B
Wire Transfer Instructions
Please remit