PURCHASE AND SALE AGREEMENT dated as of September 1, 2010 between MEDPRO INVESTMENTS, LLC, and MEDPRO SAFETY PRODUCTS, INC.Purchase and Sale Agreement • November 15th, 2010 • MedPro Safety Products, Inc. • Surgical & medical instruments & apparatus • New York
This PURCHASE AND SALE AGREEMENT, dated as of September 1, 2010 (including the Exhibits attached hereto, and as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between MEDPRO INVESTMENTS, LLC, a Delaware limited liability company (the “Issuer”), and MEDPRO SAFETY PRODUCTS, INC., a Nevada corporation (“MedPro”).
SECOND AMENDMENT TO TECHNOLOGY DEVELOPMENT AND OPTION AGREEMENT AND AGREEMENT OF EXERCISETechnology Development and Option Agreement • November 15th, 2010 • MedPro Safety Products, Inc. • Surgical & medical instruments & apparatus
This SECOND AMENDMENT TO TECHNOLOGY DEVELOPMENT AND OPTION AGREEMENT AND AGREEMENT OF EXERCISE (this “Amendment”) is entered into as of September 30, 2008, between SGPF, LLC, a Kentucky limited liability company (“SGPF”) and MEDPRO SAFETY PRODUCTS, INC, a Kentucky limited liability company (“MedPro”).
SC CAPITAL PARTNERS, LLCFinancial Advisory Agreement • November 15th, 2010 • MedPro Safety Products, Inc. • Surgical & medical instruments & apparatus
This letter will confirm the understanding and agreement ("Financial Advisory Agreement" or "Agreement") between SC Capital Partners, LLC, ("SCCP") an Arizona Limited Liability Company and MedPro, Inc. ("MedPro" or the "Company") a Nevada Corporation. Each hereinafter is referred to individually as a "Party" and both are referred to collectively as the "Parties." The Company hereby engages SCCP to act as an exclusive financial advisor to the Company and SCCP agrees to provide financial advisory services ("Services") as requested by the Company from time to time during the term of the Engagement.
ContractContinuing Unconditional Guarantee • November 15th, 2010 • MedPro Safety Products, Inc. • Surgical & medical instruments & apparatus • New York
This CONTINUING UNCONDITIONAL GUARANTEE (this “Guarantee”), dated as of September 1, 2010, is made by MEDPRO SAFETY PRODUCTS, INC., a Nevada corporation (“Guarantor”), to U.S. BANK NATIONAL ASSOCIATION, as trustee under the Indenture hereinafter described (together with its successor and assigns, the “Trustee”), for the benefit of the Trustee and the Noteholders.
PLEDGE AND SECURITY AGREEMENT MADE BY MEDPRO SAFETY PRODUCTS, INC. TO DATED AS OF SEPTEMBER 1, 2010Pledge and Security Agreement • November 15th, 2010 • MedPro Safety Products, Inc. • Surgical & medical instruments & apparatus • New York
