WHICH TOGETHER WILL BE
CONSIDERED ONE AND THE SAME AGREEMENT, AND WILL BECOME BINDING WHEN ONE OR MORE
COUNTERPARTS HAVE BEEN SIGNED BY AND DELIVERED TO EACH OF THE PARTIES.
9.12.
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE EXHIBITS AND
DISCLOSURE SCHEDULE REFERRED TO HEREIN, THE REGISTRATION RIGHTS AGREEMENT, THE
WARRANT AND THE OTHER DOCUMENTS DELIVERED PURSUANT HERETO CONTAIN THE ENTIRE
UNDERSTANDING OF THE PARTIES WITH REGARD TO THE SUBJECT MATTER CONTAINED HEREIN
OR THEREIN, AND SUPERSEDE ALL PRIOR AGREEMENTS, UNDERSTANDINGS OR LETTERS OF
INTENT BETWEEN OR AMONG ANY OF THE PARTIES, INCLUDING THE TERM SHEET DATED AS OF
OCTOBER 7, 2003 ENTERED INTO BETWEEN THE COMPANY AND RITCHIE CAPITAL MANAGEMENT,
LLC.
[SIGNATURE PAGE FOLLOWS]
26
IN WITNESS WHEREOF, the Parties have caused this Series A Preferred Stock
Purchase Agreement to be executed the day and year first above written.
GENAISSANCE
PHARMACEUTICALS, INC.
By:
/s/ Kevin Rakin
Name:
Kevin Rakin
Title:
President & CEO
RAM TRADING, LTD.
By:
/s/ James R. Park
Name:
James R. Park
Title:
VP Ritchie Capital Management, LLC
Investment Advisor to RAM Trading, Ltd.
Signature Page
to the
Series A Preferred Stock Purchase Agreement