WARRANT TO PURCHASE 181,818 SHARES OF SERIES B CONVERTIBLE PREFERRED STOCKWarrant Agreement • August 24th, 2007 • Precision Therapeutics Inc • Connecticut
THIS CERTIFIES THAT, for value received, General Electric Capital Corporation (“Holder”) is entitled to subscribe for and purchase One Hundred Eighty-One Thousand Eight Hundred Eighteen (181,818) shares of fully paid and nonassessable Series B Convertible Preferred Stock of Precision Therapeutics, Inc., a Delaware corporation (the “Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Preferred Stock” shall mean Company’s presently authorized Series B Convertible Preferred Stock and any stock into which such Preferred Stock may hereafter be converted or exchanged and the term “Warrant Shares” shall mean the shares of Preferred Stock which Holder may acquire pursuant to this Warrant and any other shares of stock into which such shares of Preferred Stock may hereafter be converted or exchanged.
WARRANT TO PURCHASE 125,000 SHARES OF COMMON STOCK September 25, 2002Warrant Agreement • August 24th, 2007 • Precision Therapeutics Inc • Delaware
THIS CERTIFIES THAT, for value received, General Electric Capital Corporation (“Holder”) is entitled to subscribe for and purchase One Hundred Twenty Five Thousand (125,000) shares(1) of the fully paid and nonassessable Common Stock (the “Shares” or the “Stock”) of Precision Therapeutics, Inc., a Delaware corporation (the “Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth.
NEITHER THIS WARRANT, NOR THE SHARES FOR WHICH IT IS EXERCISABLE, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS, AND NO SALE, TRANSFER OR ASSIGNMENT OF THIS WARRANT OR THE SHARES ISSUABLE UPON ITS...Warrant Agreement • August 24th, 2007 • Precision Therapeutics Inc • Pennsylvania
This certifies that, for value received, [Investor Name] is entitled, upon the due exercise hereof at any time during the period commencing on the date hereof and terminating at 5:00 P. M., E.S.T., on June 30, 2009 (the “Exercise Period”), to purchase from Precision Therapeutics, Inc., a Pennsylvania corporation (the “Company”), [Number of Exercise Shares] shares of Common Stock, without par value (the “Shares”), of the Company upon presentation and surrender of this Warrant, together with a completed and executed Election to Purchase in the form annexed hereto, at the principal office of the Company or at such other office as shall have been designated by the Company by notice pursuant hereto, and upon payment to the Company of an amount equal to $1.00 for each Share acquired pursuant to such exercise, by cash, certified check or other immediately available funds. The amount per Share specified above, as adjusted from time to time pursuant to the provisions hereof, is herein called th
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • November 5th, 2007 • Precision Therapeutics Inc • Services-medical laboratories • Pennsylvania
This Agreement is made and entered into as of the 1st day of November, 2007 (“Effective Date”), by and between the University of Pittsburgh – Of the Commonwealth System of Higher Education, a non-profit corporation, organized and existing under the laws of the Commonwealth of Pennsylvania, having an office at 200 Gardner Steel Conference Center, Thackeray and O’Hara Street, Pittsburgh, Pennsylvania 15260 (“University”), and Precision Therapeutics, Inc, having its principal office at 2516 Jane Street, Pittsburgh, PA 15203 (“Licensee”).
THIRD AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENTInvestors Rights Agreement • August 24th, 2007 • Precision Therapeutics Inc • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (“Agreement”) is made and entered into as of the 16th day of February, 2006, by and among Precision Therapeutics, Inc., a Delaware corporation (the “Company”), the persons listed on Schedule I as the Purchasers (collectively, the “Purchasers” and each individually, a “Purchaser”) and the parties to that certain Second Amended and Restated Investors Rights Agreement, dated as of August 22, 2003 (the “Former Agreement”).
NOTE PURCHASE AGREEMENTSubordination Agreement • November 5th, 2007 • Precision Therapeutics Inc • Services-medical laboratories • Delaware
THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of the 23rd day of August, 2007 (the “Effective Date”) by and among PRECISION THERAPEUTICS, INC., a Delaware corporation (the “Company”), and the persons and entities named on the Schedule of Purchasers attached hereto (individually, each a “Purchaser” and collectively, the “Purchasers”).
MASTER SECURITY AGREEMENT dated as of December 29, 2006 (“Agreement”)Master Security Agreement • August 24th, 2007 • Precision Therapeutics Inc
THIS AGREEMENT is between General Electric Capital Corporation (together with its successors and assigns, if any, “Secured Party”) and Precision Therapeutics, Inc. (“Debtor”). Secured Party has an office at 83 Wooster Heights Road, Danbury, CT 06810. Debtor is a corporation organized and existing under the laws of the state of Delaware (“the State”). Debtor’s mailing address and chief place of business is 2516 Jane Street, Pittsburgh, Allegheny County, PA 15203.
NEITHER THIS WARRANT, NOR THE SHARES FOR WHICH IT IS EXERCISABLE, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS, AND NO SALE, TRANSFER OR ASSIGNMENT OF THIS WARRANT OR THE SHARES ISSUABLE UPON ITS...Warrant Agreement • August 24th, 2007 • Precision Therapeutics Inc • Pennsylvania
This certifies that, for value received, National City Bank of Pennsylvania is entitled, upon the due exercise hereof at any time during the period commencing on the date hereof and terminating at 5:00 P.M., E.S.T., on January 10, 2008 (the “Exercise Period”), to purchase from Precision Therapeutics, Inc., a Delaware corporation (the “Company”), 302,943 shares(1) of Common Stock, without par value (the “Shares”), of the Company upon presentation and surrender of this Warrant, together with a completed and executed Election to Purchase in the form annexed hereto, at the principal office of the Company or at such other office as shall have been designated by the Company by notice pursuant hereto, and upon payment to the Company of an amount equal to $0.024 for each Share acquired pursuant to such exercise, by cash, certified check or other immediately available funds. The amount per Share specified above, as adjusted from time to time pursuant to the provisions hereof, is herein called t
LEASELease • August 24th, 2007 • Precision Therapeutics Inc • Pennsylvania
THIS AGREEMENT OF LEASE (this “Lease”) made and entered into on this 28th day of March, 2001, by and between 2516 JANE STREET ASSOCIATES, LLC, a Pennsylvania limited liability company, with its principal office located at 2516 Jane Street, Pittsburgh, Pennsylvania 15203 (hereinafter referred to as “Landlord”) and PRECISION THERAPEUTICS, INC., a Pennsylvania Corporation, having an office located at 3636 Boulevard of the Allies, Pittsburgh, Pennsylvania 15213 (hereinafter referred to as “Tenant”).
PRECISION THERAPEUTICS, INC.Stock Option Agreement • August 24th, 2007 • Precision Therapeutics Inc • Pennsylvania
Unless otherwise defined herein, each capitalized term used in this Stock Option Agreement shall have the meaning given such term in the Precision Therapeutics, Inc. 2000 Stock Plan (the “Plan”).
NEITHER THIS WARRANT, NOR THE SHARES FOR WHICH IT IS EXERCISABLE, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS, AND NO SALE, TRANSFER OR ASSIGNMENT OF THIS WARRANT OR THE SHARES ISSUABLE UPON ITS...Warrant Agreement • August 24th, 2007 • Precision Therapeutics Inc • Pennsylvania
This certifies that, for value received, [Investor Name] is entitled, upon the due exercise hereof at any time during the period commencing on the date hereof and terminating at 5:00 P. M., E.S.T., on [Expiration Date] (the “Exercise Period”), to purchase from Precision Therapeutics, Inc., a Pennsylvania corporation (the “Company”), [Number of Exercise Shares] shares of Common Stock, without par value (the “Shares”), of the Company upon presentation and surrender of this Warrant, together with a completed and executed Election to Purchase in the form annexed hereto, at the principal office of the Company or at such other office as shall have been designated by the Company by notice pursuant hereto, and upon payment to the Company of an amount equal to $1.00 for each Share acquired pursuant to such exercise, by cash, certified check or other immediately available funds. The amount per Share specified above, as adjusted from time to time pursuant to the provisions hereof, is herein calle
ADVISORY AGREEMENTAdvisory Agreement • August 24th, 2007 • Precision Therapeutics Inc • Pennsylvania
This Agreement is effective this 28th day of March, 2002 by and between Precision Therapeutics, Inc, a Delaware corporation (hereinafter the “Company”), having its principal place of business at 2516 Jane Street, Pittsburgh, Pennsylvania 15203, and Alan Wells, MD, DMS, an individual residing at 1310 Inverness Avenue, Pittsburgh, PA 15217 (hereinafter “Advisor”).
ContractWarrant Agreement • August 24th, 2007 • Precision Therapeutics Inc • Pennsylvania
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT THE TRANSACTION PURSUANT TO WHICH SUCH WARRANTS WILL BE OFFERED FOR SALE OR OTHERWISE DISPOSED OF IS SUBJECT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS.
THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • October 10th, 2007 • Precision Therapeutics Inc • Services-medical laboratories • Delaware
THIS THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (“Agreement”) is made and entered into as of the 16th day of February 2006, among Precision Therapeutics, Inc., a Delaware corporation (the “Company”), the persons listed on Schedule I as Purchasers (collectively, the “Purchasers” and each individually, a “Purchaser”), the persons listed on Schedule II (the “Series A Holders,” and together with the Purchasers, the “Preferred Holders”) and the persons listed on Schedule III (the “Common Holders”, and together with the Series A Holders, the “Initial Investors”).
