SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 3rd, 2017 • Biotech Products Services & Research, Inc. • Miscellaneous transportation equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 29, 2017, between Biotech Products Services and Research, Inc. (and together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned Subsidiaries, collectively, the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • April 3rd, 2017 • Biotech Products Services & Research, Inc. • Miscellaneous transportation equipment • New York
Subsidiary Guarantee, dated as of March 29, 2017 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of Agent (together with their permitted assigns, the “Secured Parties”) to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of the date hereof, among Biotech Products Services and Research, Inc., a Nevada corporation (the “Company”), the Secured Parties, and the Lenders (as defined in that certain 10% Original Issue Discount Convertible Secured Promissory Note and Guarantee, due twelve (12) months following its issuance (the “Note”), issued by Biotech Products Services and Research, Inc., a Nevada corporation (the “Company”), as the maker, to the Secured Parties, as the agent/payee on behalf of the Lenders). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement and the Note.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • April 3rd, 2017 • Biotech Products Services & Research, Inc. • Miscellaneous transportation equipment • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of March 29, 2017, by and among Biotech Products Services and Research, Inc., a Nevada corporation, Anu Life Sciences Inc., a Florida corporation, General Surgical Florida, Inc., a Florida Corporation, Beyond Cells Corp., a Florida corporation, BD Source and Distribution, Corp., a Florida corporation, Ethan New York, Inc., a New York Corporation, Mint Organics, Inc., a Florida corporation, and Mint Organics Florida, Inc., a Florida corporation (each a “Grantor” and collectively the “Grantors”), in favor of Agent (the “Agent”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the that certain Securities Purchase Agreement, dated as of the date hereof, by and among Grantor, Agent, and the Lenders (as defined in the Note (as defined below)) and the Note (as defined below).
SECURITY AGREEMENTSecurity Agreement • April 3rd, 2017 • Biotech Products Services & Research, Inc. • Miscellaneous transportation equipment • New York
This SECURITY AGREEMENT, dated as of March 29, 2017 (this “Agreement”), is among Biotech Product Services and Research, Inc., a Nevada corporation (the “Company”), any subsidiary and affiliate of the Company that is a signatory hereto either now or joined in the future (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and Agent, its respective endorsees, transferees and assigns (collectively, the “Secured Parties”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement (as defined below) and that certain 10% Original Issue Discount Convertible Secured Promissory Note and Guarantee, due twelve (12) months following its issuance (the “Note”), issued to the Secured Parties as the agent/payee of the Note.
