GUARANTY AND SECURITY AGREEMENT Dated as of April 3, 2013Guaranty and Security Agreement • April 9th, 2013 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies • New Mexico
In order to induce the lenders listed on the signature page hereto (hereinafter the “Holders” and individually, a “Holder”) to extend credit to Senior Scientific, LLC, a New Mexico limited liability company (hereinafter the “Borrower”), pursuant to the terms of that certain Convertible Note Purchase Agreement, of even date herewith, among the Borrower, the Holders and the undersigned, a copy of which is attached hereto as Exhibit “A”, as the same may be amended, restated, supplemented, or otherwise modified in accordance with the terms thereof (hereinafter, the “Note Purchase Agreement”), and the Convertible Promissory Notes of Borrower issued or to be issued under the terms of the Note Purchase Agreement for the principal amount of up to Two Million Five Hundred Thousand Dollars ($2,500,000), a copy of which is attached hereto as Exhibit “B” (hereinafter the “Notes”), Manhattan Scientifics, Inc., a Delaware limited liability company and sole member of Borrower (hereinafter referred to
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note • April 9th, 2013 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
This CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”), is entered into as of April 3, 2013, by and among Senior Scientific, LLC, a New Mexico limited liability company (the “Company”), Manhattan Scientifics, Inc., a Delaware corporation and the parent entity of the Company (the “Parent”) and the investors listed on the Investor Signature Pages attached hereto as Exhibit A (collectively, the “Investors”). Each party to this Agreement is referred to herein as a “Party,” and they are referred to collectively as the “Parties.”
