COMMON STOCK PURCHASE WARRANT PLC SYSTEMS INC.Common Stock Purchase Warrant • February 25th, 2013 • PLC Systems Inc • Electromedical & electrotherapeutic apparatus
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, or its registered assigns (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 date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from PLC Systems Inc., a Yukon Territory corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
RIGHT TO SHARES LETTER AGREEMENTRight to Shares Letter Agreement • February 25th, 2013 • PLC Systems Inc • Electromedical & electrotherapeutic apparatus
This Right to Shares Letter Agreement, dated as of February 22, 2013 (this “Agreement”) constitutes an agreement between PLC Systems Inc. (the “Company”) and GCP IV LLC (the “Purchaser”).
CONSULTING AGREEMENTConsulting Agreement • February 25th, 2013 • PLC Systems Inc • Electromedical & electrotherapeutic apparatus • New York
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into effective the 22nd day of February, 2013 by and between ZA Capital, LLC, with its principal place of business at PO Box 416 Penns Park PA 18943, (the “Consultant”), and PLC Systems Inc. (the “Client), with its principal place of business at 459 Fortune Boulevard, Milford, MA 01757.
AMENDMENT AND WAIVERAmendment and Waiver • February 25th, 2013 • PLC Systems Inc • Electromedical & electrotherapeutic apparatus
This Amendment and Waiver (this “Amendment”), dated as of February 22, 2013, is made to the Securities Purchase Agreement, dated as of February 22, 2011, as amended by an Amendment and Waiver to Securities Purchase Agreement dated as of July 2, 2012 and as further amended by an Amendment and Waiver to Securities Purchase Agreement dated as of January 16, 2013 (the “Purchase Agreement”), between PLC Systems Inc., a Yukon Territory corporation (the “Company”) and GCP IV LLC (the “Holder”) and the Transactions Documents entered into in connection with the Purchase Agreement. The Holder is the “Purchaser” under the Purchase Agreement. Terms used as defined terms herein and not otherwise defined shall have the meanings provided therefor in the Purchase Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 25th, 2013 • PLC Systems Inc • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 22, 2013, between PLC Systems Inc., a Yukon Territory corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
ESCROW AGREEMENTEscrow Agreement • February 25th, 2013 • PLC Systems Inc • Electromedical & electrotherapeutic apparatus • New York
This Agreement is dated as of the 22nd day of February, 2013 among PLC Systems Inc., a Yukon Territory corporation (the “Company”), the parties identified on Schedule A hereto (each a “Purchaser”, and collectively “Purchasers”), and Grushko & Mittman, P.C. (the “Escrow Agent”):
