LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 14th, 2013 • Plures Technologies, Inc./De • Semiconductors & related devices • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of May 8, 2013 and is entered into by and between ADVANCED MICROSENSORS CORPORATION, a New York corporation, and each of its subsidiaries (hereinafter, individually or collectively, as the context may require, “Borrower”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation(together with its successors and/or assigns, “Lender”).
STOCK PLEDGE AND SECURITY AGREEMENTStock Pledge and Security Agreement • May 14th, 2013 • Plures Technologies, Inc./De • Semiconductors & related devices • California
THIS STOCK PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated May __, 2013, is entered into by Plures Holdings, Inc., a Delaware corporation (the “Pledgor”), in favor of Hercules Technology Growth Capital, Inc., a Maryland corporation (the “Lender”).
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • May 14th, 2013 • Plures Technologies, Inc./De • Semiconductors & related devices • Massachusetts
This SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) is made as of May __, 2013, by and among ADVANCED MICROSENSORS CORPORATION, a New York corporation having its principal place of business at 333 South Street, Shrewsbury, Massachusetts 01545 (“AMS”), PLURES TECHNOLOGIES, INC., a Delaware corporation having its principal place of business at 4070 West Lake Drive, Canandaigua, New York 14424 (“Plures”), MASSACHUSETTS DEVELOPMENT FINANCE AGENCY, a body corporate and politic created under and acting pursuant to authority derived from Chapter 23G of the Massachusetts General Laws, as amended, and having a principal place of business at 160 Federal Street, Boston, Massachusetts 02110 (“MDFA”) and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation with principal offices at 400 Hamilton Avenue, Suite 310, Palo Alto, California 94301 (“Hercules”).
EXHIBIT D AMENDED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • May 14th, 2013 • Plures Technologies, Inc./De • Semiconductors & related devices • New York
THIS PLEDGE AND SECURITY AGREEMENT is made as of the 8th day of May, 2013 by each of Plures Technologies, Inc., a Delaware corporation (the “Company” or “Parent”), its wholly owned subsidiary, Plures Holdings, Inc., a Delaware corporation (“Plures Holdings”), Advanced Microsensors Corporation, a New York corporation (“AMS”), and Magnetic Sense, Inc., a Delaware corporation (“MSI” and, together with Plures Holdings and AMS, the “Subsidiaries” and the Subsidiaries, together with the Company are each, hereinafter referred to as a “Debtor” and collectively, the “Debtors”), in favor of RENN Capital Group Inc. or its successor as secured party and as collateral agent (“Collateral Agent”) on behalf of itself and other lenders as secured parties who purchased and will purchase the Company’s 2% subordinated notes (each, a “Secured Parties”) all of which shall share, pro rata, in the security interest set forth in this Agreement and the combined indebtedness held by them, totaling approximately
ContractCommon Stock Purchase Warrant • May 14th, 2013 • Plures Technologies, Inc./De • Semiconductors & related devices • Delaware
THIS WARRANT, AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD WITHOUT AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM REGISTRATION, UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.
AMENDED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 14th, 2013 • Plures Technologies, Inc./De • Semiconductors & related devices • New York
THIS AMENDED SECURITIES PURCHASE AGREEMENT (this “Agreement”), is dated as of May 8, 2013 (the “Effective Date”), by and among Plures Technologies, Inc., a publicly reporting corporation organized under the laws of the State of Delaware (the “Borrower” or “Company”), the subscriber identified on the signature page hereto as listed on Schedule A annexed hereto (the “Subscriber” and collectively with all persons who have previously signed copies of this Agreement or will sign copies of this Agreement, the “Subscribers”) and RENN Capital Group, Inc., as Collateral Agent for the Subscribers.
FIFTH AMENDMENT TO LEASELease Agreement • May 14th, 2013 • Plures Technologies, Inc./De • Semiconductors & related devices • Massachusetts
AGREEMENT entered into this 8th day of May, 2013 between WCS-333 SOUTH STREET, INC. (hereinafter, the “Landlord”), a Massachusetts corporation having a principal place of business at 55 Lake Avenue North, Worcester, Massachusetts 01665 and, ADVANCED MICROSENSORS CORPORATION, a New York corporation having a principal place of business at 333 South Street, Shrewsbury, MA 01545 (the “Tenant”).
FIRST AMENDMENT TO INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 14th, 2013 • Plures Technologies, Inc./De • Semiconductors & related devices
This is the First Amendment to an Investors’ Rights Agreement (the “IRA”) dated August 10, 2011 by and among CMSF Corp. (a/k/a Plures Technologies, Inc.; the “Company”) and RENN Universal Growth Investment Trust PLC and RENN Global Entrepreneurs Fund, Inc. (the “RENN Funds”).
EXHIBIT BWarrant Agreement • May 14th, 2013 • Plures Technologies, Inc./De • Semiconductors & related devices • New York
THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.
ContractWarrant Agreement • May 14th, 2013 • Plures Technologies, Inc./De • Semiconductors & related devices • California
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 ACT AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
PATENT GRANT OF SECURITY INTERESTPatent Grant of Security Interest • May 14th, 2013 • Plures Technologies, Inc./De • Semiconductors & related devices
This Patent Grant of Security Agreement (“Agreement”) is dated the __ day of May, 2013, between Advanced Microsensors Corporation., a New York corporation (“Grantor”), which maintains its chief executive office and principal place of business located at 333 South Street, Shrewsbury, Massachusetts 01545, and Hercules Technology Growth Capital, Inc., with its chief executive office and principal place of business located at 400 Hamilton Avenue, Suite 310, Palo Alto, CA 94301 ("Secured Party").
