2- 3 "Registrable Securities" shall mean any Shares or other securities issued or issuable to the Purchasers or any Holder upon the conversion of any Debenture or any Shares or other securities issued or issuable to the Purchasers or any Holder upon...Registration Rights Agreement • May 28th, 1999 • Bio Plexus Inc • Surgical & medical instruments & apparatus • New York
PREAMBLEEmployment Agreement • March 15th, 2002 • Bio Plexus Inc • Surgical & medical instruments & apparatus • Connecticut
RECITALSNote Purchase Agreement • November 7th, 2002 • Bio Plexus Inc • Surgical & medical instruments & apparatus • New York
RECITALSSecurities Purchase Agreement • November 7th, 2002 • Bio Plexus Inc • Surgical & medical instruments & apparatus • New York
2 3 SmallCap, and trading in securities generally as reported by the Nasdaq SmallCap shall not have been suspended or limited or minimum prices shall not have been established on securities whose trades are reported by the Nasdaq SmallCap (excluding...Subscription Agreement • May 28th, 1999 • Bio Plexus Inc • Surgical & medical instruments & apparatus • New York
Exhibit 5 SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), dated as of June 18, 2002, is by and among BIO-PLEXUS, INC., a Delaware corporation (the "Debtor"), maintaining its principal place of business located at 129 Reservoir Road,...Security Agreement • June 28th, 2002 • Bio Plexus Inc • Surgical & medical instruments & apparatus • New York
Exhibit 2 EXECUTION COPY SECURITIES PURCHASE AGREEMENT THIS AGREEMENT, dated as of June 18, 2002, is by and between BIO-PLEXUS, INC., a Delaware corporation (the "Company"), ComVest Venture Partners, L.P., a Delaware limited partnership, in its...Securities Purchase Agreement • June 28th, 2002 • Bio Plexus Inc • Surgical & medical instruments & apparatus • New York
1 EXHIBIT 10.19 SUPPLY AGREEMENT This Agreement dated as of January 28, 1997 between Bio-Plexus, Inc., a Connecticut corporation, (sometimes referred to as "Supplier" or "Bio-Plexus"), and Johnson & Johnson Medical, Inc., a New Jersey corporation...Supply Agreement • November 17th, 1998 • Bio Plexus Inc • Surgical & medical instruments & apparatus • New Jersey
WARRANTWarrant Agreement • April 14th, 2000 • Bio Plexus Inc • Surgical & medical instruments & apparatus • New York
WARRANT TO PURCHASE COMMON STOCK OF BIO-PLEXUS, INC. THIS WARRANT IS MADE AND DELIVERED PURSUANT TO A CERTAIN SECURITIES PURCHASE AGREEMENT, DATED AS OF EVEN DATE HEREWITH, AND SUBJECT TO THE TERMS AND CONDITIONS THEREOF.Warrant Agreement • June 28th, 2002 • Bio Plexus Inc • Surgical & medical instruments & apparatus • New York
Exhibit 10.35 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of _________, 1999 (this "Registration Rights Agreement"), by and between BIO-PLEXUS, INC., a Connecticut corporation (the "Company"), APPALOOSA INVESTMENT LIMITED...Registration Rights Agreement • April 14th, 2000 • Bio Plexus Inc • Surgical & medical instruments & apparatus • New York
3 4 3.2 JJM shall pay BIO-PLEXUS the amount of [ ] upon establishment of a design freeze expected to occur approximately May 15, 1998. The design freeze shall be determined by agreement of the parties, however the design must be completely...Amendment Agreement • October 25th, 2000 • Bio Plexus Inc • Surgical & medical instruments & apparatus
1 [BIO-PLEXUS LETTERHEAD] Larry C. Krampert Chief Executive Officer Bio-Plexus, Inc. 384 Merrow Road Tolland, CT 06084 Re: Class A Common Stock -------------------- Dear Larry: This letter will evidence our agreement to vote all of our shares of Class...Voting Agreement • August 14th, 1997 • Bio Plexus Inc • Surgical & medical instruments & apparatus
1 EXHIBIT 10.23 (FORM OF FACE OF DEBENTURE) THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THIS SECURITY NOR ANY INTEREST OR...Debenture Agreement • May 28th, 1999 • Bio Plexus Inc • Surgical & medical instruments & apparatus • New York
1 2 (c) Exercise Procedure. Subject to the conditions set forth in this Agreement, the Option shall be exercised by the Participant's delivery of written notice of exercise to the chief financial officer of the Company, specifying the number of Shares...Non-Statutory Stock Option Agreement • July 17th, 2001 • Bio Plexus Inc • Surgical & medical instruments & apparatus • Connecticut
1 Exhibit 10.45 SECURITY AGREEMENT This SECURITY AGREEMENT (this "Agreement"), dated as of April 28, 2000, is made by and among BIO-PLEXUS, INC., a Connecticut corporation (the "Obligor"), and Appaloosa Management, L.P., as collateral agent (the...Security Agreement • May 15th, 2000 • Bio Plexus Inc • Surgical & medical instruments & apparatus • New York
2- 3 1.3 The term "Technical Information" shall mean patents, patent applications, inventions, know-how, and other proprietary rights within the Field or resulting from the performance of the Development Program and owned, licensed by or controlled...Development and License Agreement • November 17th, 1998 • Bio Plexus Inc • Surgical & medical instruments & apparatus • New Jersey
WARRANTWarrant Agreement • April 14th, 2000 • Bio Plexus Inc • Surgical & medical instruments & apparatus • New York
Exhibit 10.61 CONSULTING AGREEMENT AGREEMENT, dated as of July 9, 2001, between Bio-Plexus, Inc (the "Company"), and KST Consulting (the "Consultant"). W I T N E S S E T H: WHEREAS, the Company desires to engage the Consultant to provide consulting...Consulting Agreement • March 15th, 2002 • Bio Plexus Inc • Surgical & medical instruments & apparatus • Connecticut
2- 3 (ii). In the event of any capital reorganization or any reclassification of the Company's Common Stock or of the consolidation or merger of the Company into another corporation, this Warrant shall thereafter be exercisable for the number of...Warrant Agreement • November 17th, 1998 • Bio Plexus Inc • Surgical & medical instruments & apparatus • Connecticut
AMONGRegistration Rights Agreement • July 31st, 2001 • Bio Plexus Inc • Surgical & medical instruments & apparatus • New York
JOINT FILING AGREEMENTJoint Filing Agreement • June 3rd, 2002 • Bio Plexus Inc • Surgical & medical instruments & apparatus
The undersigned hereby consent to the joint filing by any of them of a Statement on Schedule 13D and any amendments thereto, whether heretofore or hereafter filed, relating to the securities of Bio-Plexus, Inc., and hereby affirm that this Schedule 13D is being filed on behalf of each of the undersigned.
AMONGStock Purchase Agreement • July 31st, 2001 • Bio Plexus Inc • Surgical & medical instruments & apparatus • New York
SECURITY AGREEMENT AMONG BIO-PLEXUS, INC., as Obligor and APPALOOSA INVESTMENT LIMITED PARTNERSHIP I, L.P., as HolderSecurity Agreement • April 14th, 2000 • Bio Plexus Inc • Surgical & medical instruments & apparatus • New York
1 Exhibit 10.42 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT 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...15% Secured Note • April 14th, 2000 • Bio Plexus Inc • Surgical & medical instruments & apparatus • New York
JOINT FILING AGREEMENTJoint Filing Agreement • November 7th, 2002 • Bio Plexus Inc • Surgical & medical instruments & apparatus
The undersigned hereby consent to the joint filing by any of them of a Statement on Schedule 13D and any amendments thereto, whether heretofore or hereafter filed, relating to the securities of Bio-Plexus, Inc., and hereby affirm that this Amendment No. 2 to the Schedule 13D is being filed on behalf of each of the undersigned.
1 EXHIBIT 10.30(1a) FIRST AMENDMENT TO THE 7.5 % SECURED NOTE FIRST AMENDMENT, dated as of December 30, 1999 (this "First Amendment"), to the 7.5% Secured Note (the "Note") issued by Bio-Plexus, Inc. (the "Company") to Appaloosa Investment Limited...7.5% Secured Note • April 14th, 2000 • Bio Plexus Inc • Surgical & medical instruments & apparatus • New York
1 Exhibit 10.30 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT 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...Secured Note • April 14th, 2000 • Bio Plexus Inc • Surgical & medical instruments & apparatus • New York
AMONGConvertible Note Purchase Agreement • April 14th, 2000 • Bio Plexus Inc • Surgical & medical instruments & apparatus • New York
Exhibit 10.23a [BIO-PLEXUS LETTERHEAD] September 13, 1999 To the undersigned holders of 6% Convertible Debentures due 2004 RE: Amendment of 6% Convertible Debentures due 2004 Dear Sirs: This letter agreement ("Agreement") will evidence the...Amendment of 6% Convertible Debentures Due 2004 • September 15th, 1999 • Bio Plexus Inc • Surgical & medical instruments & apparatus
EXHIBIT 10.51 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 AS AMENDED. THE CONFIDENTIAL PORTIONS HAVE BEEN DELETED AND FILED SEPARATELY WITH THE UNITED...Development and Manufacturing and Distribution Agreement • July 17th, 2001 • Bio Plexus Inc • Surgical & medical instruments & apparatus • Connecticut
1 EXHIBIT 4.6 OFFSHORE CONVERTIBLE SECURITIES SUBSCRIPTION AGREEMENT Bio- Plexus, Inc./Shepherd Investments International Ltd.Offshore Convertible Securities Subscription Agreement • May 15th, 1997 • Bio Plexus Inc • Surgical & medical instruments & apparatus • New York
1 Exhibit 10.33 THIS CONVERTIBLE NOTE PURCHASE AGREEMENT, dated as of April 28, 2000 (this "Agreement"), is made among BIO-PLEXUS, INC., a Connecticut corporation (the "Company"), the purchasers listed on Exhibit A (each such party, a "Purchaser" and,...Convertible Note Purchase Agreement • October 25th, 2000 • Bio Plexus Inc • Surgical & medical instruments & apparatus • New York
Exhibit 2 STOCK PURCHASE AGREEMENT, dated as of May 24, 2002, by and between Appaloosa Management L.P., on behalf of Appaloosa Investment Limited Partnership I ("AILP") and Palomino Fund Ltd ("Palomino"), for which it acts as investment adviser...Stock Purchase Agreement • June 3rd, 2002 • Bio Plexus Inc • Surgical & medical instruments & apparatus • New York
Exhibit 10.59 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement") dated as of July 19, 2001, between Bio-Plexus, Inc., a Delaware corporation having its principal offices at 129 Reservoir Road, Vernon, Connecticut 06066 (the "Company"), and...Employment Agreement • March 15th, 2002 • Bio Plexus Inc • Surgical & medical instruments & apparatus • Connecticut
