COMMON STOCK PURCHASE WARRANT MEDITE CANCER DIAGNOSTICS, INC.Medite Cancer Diagnostics, Inc. • October 2nd, 2017 • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, GPB DEBT HOLDINGS II, LLC, or its successors and assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time six (6) months after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MEDITE CANCER DIAGNOSTICS, INC., a Delaware corporation (the “Company”), up to Four Million One Hundred Twenty Thousand Three Hundred and Eighty (4,120,308) shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The initial exercise price per share of the Common Stock under this Warrant (the “Exercise Price”) shall be equal to $0.60, subject to adjustment as provided below. The purchase price of one Warrant Share under this Warrant shall be equal t
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 2nd, 2017 • Medite Cancer Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
This Registration Rights Agreement (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of September 26, 2017, by and among Medite Cancer Diagnostics, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and permitted assigns, the “Purchaser”).
SECURITY AGREEMENTSecurity Agreement • October 2nd, 2017 • Medite Cancer Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of September 26, 2017, by and among Medite Cancer Diagnostics, Inc., a Delaware corporation (the “Company”, and together with each of the undersigned direct and indirect Subsidiaries from time to time and any other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto being hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”), and GPB Debt Holdings II, LLC, a Delaware limited liability company, in its capacity as Collateral Agent (the “Collateral Agent”), and Purchaser (together with its successors and permitted assigns, the “Secured Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 2nd, 2017 • Medite Cancer Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of September 26, 2017, between Medite Cancer Diagnostics, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (including its successors and permitted assigns, the “Purchasers”).
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Medite Cancer Diagnostics, Inc. • October 2nd, 2017 • Surgical & medical instruments & apparatus • New York
THIS 13.25% SECURED CONVERTIBLE NOTE is issued at a 2.5% original issue discount by MEDITE CANCER DIAGNOSTICS, INC., a Delaware corporation (the “Company”) (this note, the “Note”).
GUARANTY OF OBLIGATIONS OF MEDITE CANCER DIAGNOSTICS, INC.Medite Cancer Diagnostics, Inc. • October 2nd, 2017 • Surgical & medical instruments & apparatus • New York
This GUARANTY, dated as of September 26, 2017 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of GPB Debt Holdings II, LLC, a Delaware limited liability company, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Purchasers” party to the Purchase Agreement (each as defined below).
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • October 2nd, 2017 • Medite Cancer Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (as amended, restated, supplemented or otherwise modified, this “Agreement”) is entered into as of this September 26, 2017, by and among (i) GPB Debt Holdings II, LLC, a Delaware limited liability company, in its capacity as collateral agent for each of the investors listed on Schedule I hereto under and pursuant to the Senior Security Agreement and the Purchase Agreement (each as hereinafter defined) (in such capacity, together with its successors and assigns in such capacity, the “Senior Agent”), (ii) each of the investors listed on Schedule I attached hereto designated as “Subordinated Creditors” (collectively, the “Subordinated Creditors”), and (iii) Medite Cancer Diagnostics, Inc. (“Borrower”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 2nd, 2017 • Medite Cancer Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of September 25, 2017, between Medite Cancer Diagnostics, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and permitted assigns, the “Purchaser”).
