EXHIBIT 10.25
PURCHASE AGREEMENT
PURCHASE AGREEMENT dated as of June 5, 2000, among 454 Corporation, a Delaware corporation (the “ Company ”),
CuraGen Corporation (“CuraGen”) and the several purchasers named in the attached Schedule 1 and Schedule 1-A (individually
a “ Purchaser ” and collectively the “ Purchasers ”).
WHEREAS , (A) the Company and CuraGen wish to issue and sell to certain of the Purchasers up to an aggregate of
2,500,00 Units (the “ Units ”), each consisting of (i) one share of the Company’s authorized but unissued Series B Preferred
Stock, $0.01 par value per share (the “ Series B Preferred Stock ”), and (ii) a warrant (the “ Warrant ”) to purchase 0.375 of a
share of CuraGen’s authorized but unissued Common Stock, $0.01 par value per share (the “ CuraGen Common Stock, ” and the
shares of CuraGen Common Stock issuable upon exercise of the Warrants shall be referred to as the “ CuraGen Conversion
Shares ”), subject to adjustment in certain circumstances, and (B) the Company wishes to issue and sell to certain of the
Purchasers up to an aggregate of 1,500,00 shares of the Series B Preferred Stock; and
WHEREAS , the Purchasers, severally, wish to purchase the Series B Preferred Stock and Warrants on the terms and
subject to the conditions set forth in this Agreement;
NOW , THEREFORE , in consideration of the premises and the mutual covenants contained in this Agreement, the parties
agree as follows:
§1. THE UNITS AND THE SERIES B PREFERRED STOCK
§1.01. Issuance, Sale and Delivery of the Units and the Series B Preferred Stock . Subject to the terms and conditions
hereinafter set forth, (A) the Company and CuraGen hereby agree to issue and sell to the Purchasers listed on Schedule 1 , and
each such Purchaser hereby agrees to purchase from the Company and CuraGen, the number of Units set forth opposite the
name of such Purchaser under the heading “Number of Units to be Purchased” on Schedule 1 , at the purchase price of $10.00
per Unit, and (