SECOND AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • September 4th, 2007 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Delaware
THIS SECOND AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) is made as of August 30, 2007, by and among SDS CAPITAL GROUP 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.”
SECOND AMENDED AND RESTATED CONTINGENT LICENSE AGREEMENTContingent License Agreement • September 4th, 2007 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Delaware
This SECOND AMENDED AND RESTATED CONTINGENT LICENSE AGREEMENT (this “Agreement”) is made as of the 30th day of August, 2007 (the “Effective Date”), by and among MATRITECH, INC. a corporation organized under the laws of the State of Delaware (the “Licensor”), and SDS CAPITAL GROUP SPC, LTD. (the “Licensee”), as collateral agent for the holders (the “Holders”) of the Series A Notes, Series B Notes and Series C Notes (as defined below) (in such capacity, the “Collateral Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 4th, 2007 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 30, 2007, 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”).
AGREEMENT AND AMENDMENT OF CERTAIN OF THE 15% SECURED CONVERTIBLE PROMISSORY NOTES DATED JANUARY 13, 2006 AND DATED JANUARY 22, 2007Agreement • September 4th, 2007 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Delaware
This Agreement and Amendment is executed and delivered on this 31st day of August 2007 by and among Matritech, Inc. (the “Borrower”) and the undersigned holders of (i) certain 15% Secured Convertible Promissory Notes issued by the Borrower on January 13, 2006 (the “Series A Notes”) pursuant to the Securities Purchase Agreement, dated as of January 13, 2006, by and among the Borrower and the purchasers party thereto and previously amended on January 22, 2007, July 27, 2007 and August 30, 2007 (the “Series A Purchase Agreement”); and (ii) certain 15% Secured Convertible Promissory Notes issued by the Borrower on January 22, 2007 (the “Series B Notes”) pursuant to the Securities Purchase Agreement, dated as of January 22, 2007, by and among the Borrower and the purchasers party thereto and previously amended on July 27, 2007 and August 30, 2007 (the “Series B Purchase Agreement”). The undersigned holders of the Series A Notes shall be referred to as the “Series A Holders.” The undersigned
