Imagion Biosystems, Inc. NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 1st, 2016 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies • Nevada
This NOTE PURCHASE AGREEMENT (this “Agreement”), is entered into as of 10 Nov. 2016, by and among Imagion Biosystems, Inc., a Nevada corporation (the “Company”), Manhattan Scientifics, Inc., a Delaware corporation and the sole owner of shares 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.”
Imagion Biosystems Inc., Irrevocable ProxyIrrevocable Proxy • December 1st, 2016 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies
SPINOUT APPROVALSpinout Approval • December 1st, 2016 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies
This Spinout Approval is dated as of November 1, 2016. Reference is hereby made to that certain Convertible Note Purchase Agreement (the “Agreement”), dated as of April 3, 2013 among Senior Scientific, LLC, a New Mexico limited liability company (the “Company”), and Raymond A. Mason, William B. Jones, and Ferdinand J. Crovato Trust (together, the “Purchasers”) and the Convertible Notes issued by the Company to the Purchasers on or about April 3, 2013, October 1, 2013, April 1, 2014, and October 1, 2014 (all together the “Notes”). The Notes and the Agreement together are the “Transaction Documents”. Capitalized terms used but not defined herein shall have the meanings given them in the Agreement.
