CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • January 5th, 2016 • STRATA Skin Sciences, Inc. • Surgical & medical instruments & apparatus • Maryland
THIS CREDIT AND SECURITY AGREEMENT (this "Agreement"), dated as of December 30, 2015 (the "Closing Date") by and among MIDCAP FINANCIAL TRUST, a Delaware statutory trust ("MidCap"), as administrative agent ("Agent"), the Lenders listed on the Credit Facility Schedule attached hereto and otherwise party hereto from time to time (each a "Lender", and collectively the "Lenders"), and MELA SCIENCES, INC., a Delaware corporation (as such name may be changed after the date hereof to Strata Skin Sciences, Inc.) (together with each of its subsidiaries that hereafter becomes a party to this Agreement, the "Borrower"), provides the terms on which Lenders agree to lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
ContractWarrant Agreement • January 5th, 2016 • STRATA Skin Sciences, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
SUBORDINATION AGREEMENTSubordination Agreement • January 5th, 2016 • STRATA Skin Sciences, Inc. • Surgical & medical instruments & apparatus • Maryland
THIS SUBORDINATION AGREEMENT (this "Agreement") is entered into as of this 30th day of December, 2015, by and among BROADFIN HEALTHCARE MASTER FUND, LTD. ("Broadfin"), SABBY HEALTHCARE MASTER FUND, LTD. ("Sabby") and SABBY VOLATILITY WARRANT MASTER FUND, LTD. ("Sabby Volatility" and, together with Broadfin and Sabby, collectively, the "Subordinated Lenders"), MELA SCIENCES, INC., a Delaware corporation ("Borrower"), and MIDCAP FINANCIAL TRUST, a Delaware statutory trust, as Agent for the financial institutions or other entities from time to time parties to the Senior Loan Agreement (as hereinafter defined) (acting in such capacity, "Senior Agent"), and as a Lender, or such then present holder or holders of the Senior Loan (as hereinafter defined) as may from time to time exist (the "Lenders," and collectively with the Senior Agent, the "Senior Lenders").
