SECURITY AGREEMENTSecurity Agreement • January 18th, 2006 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Delaware
THIS SECURITY AGREEMENT (this “Agreement”) is made as of January 13, 2006, by and among SDS CAPITAL PARTNERS SPC, LTD., as collateral agent for the holders (the “Holders”) of the Notes (as defined below) (in such capacity, the “Collateral Agent”), and MATRITECH, INC., a Delaware corporation (together with its successors and permitted assigns, the “Borrower”). The Collateral Agent and the Holders are hereinafter collectively referred to as the “Secured Party”.
COMMON STOCK PURCHASE WARRANT To Purchase _______ Shares of Common Stock of Matritech, Inc.Common Stock Purchase • January 18th, 2006 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value received, ______________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the six month and one day anniversary of January 13, 2006 (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Closing Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Matritech, Inc., a corporation incorporated in the State of Delaware (the “Company”), up to ________ shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”), such number of Warrant Shares being subject to adjustments as provided herein. Additionally, the Holder of this Warrant may become entitled, upon the conditions and subject to the limitations on exercise and the conditions hereinafter set forth, to exercise the Warrant for the A
COMMON STOCK PURCHASE WARRANT To Purchase [60% of the number of shares of Common Stock that could be acquired by Purchaser at the Closing Date upon conversion of Notes] Shares of Common Stock of Matritech, Inc.Common Stock Purchase Warrant • January 18th, 2006 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the six month and one day anniversary of January 13, 2006 (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Closing Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Matritech, Inc., a corporation incorporated in the State of Delaware (the “Company”), up to [60% of the number of shares of Common Stock that could be acquired by Purchaser at the Closing Date upon conversion of Notes] shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”), such number of Warrant Shares being subject to adjustments as provided herein. Additionally, the Holder of this Warrant may become entitled, upon the conditions a
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 18th, 2006 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 13, 2006, is made by and among Matritech, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and each of the purchasers (individually, a “Purchaser” and collectively the “Purchasers”) set forth on the execution pages hereof (each, an “Execution Page” and collectively the “Execution Pages”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 18th, 2006 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 13, 2006, is made by and among Matritech, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the undersigned (together with their affiliates, the “Initial Investors”).
CONTINGENT LICENSE AGREEMENTContingent License Agreement • January 18th, 2006 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Delaware
This CONTINGENT LICENSE AGREEMENT (this “Agreement”) is made as of the 13th day of January, 2006 (the “Effective Date”), by and among MATRITECH, INC. a corporation organized under the laws of the State of Delaware (the “Licensor”), and SDS CAPITAL PARTNERS SPC, LTD. (the “Licensee”), as collateral agent for the holders (the “Holders”) of the Notes (as defined below) (in such capacity, the “Collateral Agent”).
