Senior Secured Note and Warrant Purchase AgreementSenior Secured Note and Warrant Purchase Agreement • February 3rd, 2009 • Patient Safety Technologies, Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS SENIOR SECURED NOTE AND WARRANT PURCHASE AGREEMENT (“Agreement”) is made as of January 29, 2009, by and among Patient Safety Technologies, Inc., a Delaware corporation (the “Company”), and the lenders (each individually a “Lender,” and collectively the “Lenders”) named on the Schedule of Lenders attached hereto (the “Schedule of Lenders”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.
PATIENT SAFETY TECHNOLOGIES, INC. SECURITY AGREEMENT Date: As of January 29, 2009Security Agreement • February 3rd, 2009 • Patient Safety Technologies, Inc • Orthopedic, prosthetic & surgical appliances & supplies
LENDERS: Lenders as defined in that certain senior secured note and warrant purchase agreement (the “Purchase Agreement “)
COMMON STOCK PURCHASE WARRANT PATIENT SAFETY TECHNOLOGIES, INC.Security Agreement • February 3rd, 2009 • Patient Safety Technologies, Inc • Orthopedic, prosthetic & surgical appliances & supplies
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 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 Patient Safety Technologies, Inc., a Delaware corporation (the “Company”), up to [______] shares (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).
SENIOR SECURED NOTESenior Secured Note • February 3rd, 2009 • Patient Safety Technologies, Inc • Orthopedic, prosthetic & surgical appliances & supplies
This note (“Note”) is being purchased as part of an offering of notes by the Company in accordance with the terms and conditions of that certain Senior Secured Note and Warrant Purchase Agreement dated as of the date of this Note between the Maker, the Noteholder and other Lenders (the “Purchase Agreement”). Any terms not otherwise defined in this Note shall have the meaning ascribed to them in the Purchase Agreement. The following is a statement of the terms and conditions to which this Note is subject and to which the Noteholder by acceptance of this Note agrees:
