To: jjs_ynot who wrote (1315 ) 7/8/2001 10:45:47 AM From: xcr600 Respond to of 1438 This mess looks like it might be floorless as well but I'm getting lost in the "wordiness" of it all. Anyone else care to take a crack at it?--10kwizard.com On June 29, 2001, ViroLogic, Inc. (“ViroLogic”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with several large investors (collectively, the “Purchasers”), pursuant to which ViroLogic agreed to issue and sell to the Purchasers, and the Purchasers agreed to purchase from ViroLogic, an aggregate of 1,625 shares (the “Shares”) of ViroLogic’s Series A Convertible Preferred Stock, and warrants to purchase an aggregate of 3.19 million shares of ViroLogic’s common stock (the “Warrants”), for an aggregate purchase price of $16.25 million in a private placement (the “Financing”). The Purchase Agreement contemplates two closings, each for a portion of the Shares and the Warrants. The first closing (the “First Closing”) occurred on July 2, 2001 and Virologic received gross proceeds of $6.65 million. The second closing (the “Second Closing”) is subject to approval by ViroLogic’s stockholders and other terms and conditions specified in the Purchase Agreement. The rights, preferences and privileges of the Series A Convertible Preferred Stock are set forth in the Certificate of Designations, Preferences and Rights filed with the Delaware Secretary of State. The Warrants are subject to the terms and conditions of the Stock Purchase Warrant issued by ViroLogic and evidencing the Warrants. Pursuant to two Registration Rights Agreements, ViroLogic has agreed to prepare and file with the Securities and Exchange Commission registration statements, following the First Closing and Second Closing, respectively, covering the resale of the shares of ViroLogic common stock issuable upon conversion of the Series A Convertible Preferred Stock and issuable upon exercise of the Warrants.