SECURITY AGREEMENTSecurity Agreement • February 12th, 2018 • 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 February ___, 2018, 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”), for the Purchasers (collectively with their successors and permitted assigns, the “Secured Party”).
GUARANTY OF OBLIGATIONS OF MEDITE CANCER DIAGNOSTICS, INC.Guaranty • February 12th, 2018 • Medite Cancer Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
This GUARANTY, dated as of February ___, 2018 (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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 12th, 2018 • 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 February ____, 2018, 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”).
12% SECURED CONVERTIBLE NOTEConvertible Security Agreement • February 12th, 2018 • Medite Cancer Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
THIS 12% SECURED CONVERTIBLE NOTE is issued by MEDITE CANCER DIAGNOSTICS, INC., a Delaware corporation (the “Company”) (this note, the “Note”).
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • February 12th, 2018 • 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 February ___, 2018, 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”).
