Mela Sciences, Inc. /Ny Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 23rd, 2015 • Mela Sciences, Inc. /Ny • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 22, 2015, between MELA Sciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 6th, 2023 • STRATA Skin Sciences, Inc. • Surgical & medical instruments & apparatus

This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of June 30, 2023, between STRATA Skin Sciences, Inc., a Delaware corporation (the “Company”), and MidCap Funding XXVII Trust, a Delaware statutory trust (together with any registered holder from time to time of the Warrant or any holder of the shares issueable or issued upon the exercise or conversion of this Warrant, “Warrantholder”), an Affiliate of MidCap Financial Trust.

SERIES [A/B] COMMON STOCK PURCHASE WARRANT MELA SCIENCES, INC.
Mela Sciences, Inc. /Ny • July 23rd, 2014 • Surgical & medical instruments & apparatus

THIS SERIES [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the [five (5) year]1[18 month]2 anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MELA Sciences, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 30th, 2013 • Mela Sciences, Inc. /Ny • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 29, 2013, between MELA Sciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 14th, 2014 • Mela Sciences, Inc. /Ny • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 21, 2014, between MELA Sciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

COMMON STOCK PURCHASE WARRANT MELA SCIENCES, INC.
Mela Sciences, Inc. /Ny • March 18th, 2014 • Surgical & medical instruments & apparatus

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Broadfin Healthcare Master Fund, LTD or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on February 5, 2019 (the “Termination Date”) but not thereafter, to subscribe for and purchase from MELA Sciences, Inc., a Delaware corporation (the “Company”), up to 4,324,324 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITY AGREEMENT
Security Agreement • November 14th, 2014 • Mela Sciences, Inc. /Ny • Surgical & medical instruments & apparatus • New York

This SECURITY AGREEMENT, dated as of July 21, 2014 (this “Agreement”), is among MELA Sciences, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 4% Senior Secured Convertible Debentures due five years following their issuance, in the original aggregate principal amount of $15,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).

RECITALS
Investors' Rights Agreement • June 3rd, 2005 • Electro Optical Sciences Inc /Ny • New York
MELA SCIENCES, INC. SALES AGREEMENT
Sales Agreement • June 15th, 2012 • Mela Sciences, Inc. /Ny • Surgical & medical instruments & apparatus • New York
STRATA SKIN SCIENCES, INC., as ISSUER and [ ], as INDENTURE TRUSTEE INDENTURE Dated as of [ ]
Indenture • August 13th, 2021 • STRATA Skin Sciences, Inc. • Surgical & medical instruments & apparatus • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 8th, 2009 • Electro Optical Sciences Inc /Ny • Surgical & medical instruments & apparatus • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 7, 2009, is by and between ELECTRO-OPTICAL SCIENCES, INC. (the “Company”) and KINGSBRIDGE CAPITAL LIMITED (the “Investor”).

COMMON STOCK PURCHASE WARRANT
Notice of Exercise • June 23rd, 2015 • Mela Sciences, Inc. /Ny • Surgical & medical instruments & apparatus

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or 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 Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MELA Sciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

RECITALS
Form of Indemnity Agreement • August 8th, 2005 • Electro Optical Sciences Inc /Ny • Surgical & medical instruments & apparatus • Delaware
2,200,000 Shares 330,000 Overallotment Shares MELA SCIENCES, INC. Common Stock (par value $0.001 per share) UNDERWRITING AGREEMENT
Underwriting Agreement • June 30th, 2010 • Mela Sciences, Inc. /Ny • Surgical & medical instruments & apparatus • New York

MELA Sciences, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this underwriting agreement (this “Agreement”), to issue and sell to Needham & Company, LLC (“Needham”) and Leerink Swann LLC (“Leerink”, together with Needham, the "Underwriters”), and the Underwriters severally agree to purchase, subject to the terms and conditions stated in this Agreement, an aggregate of 2,200,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”) as set forth in Schedule III hereto. The Shares (as hereinafter defined) are more fully described in the Registration Statement (as hereinafter defined). The Company also proposes to grant to the Underwriters, subject to the terms and conditions stated in this Agreement, an option to purchase up to an additional 330,000 shares of Common Stock (the “Option Shares”) on the terms and for the purposes set forth in Section 1 hereof. The Firm Shares and the O

CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • October 4th, 2021 • STRATA Skin Sciences, Inc. • Surgical & medical instruments & apparatus • New York

This CREDIT AND SECURITY AGREEMENT (this “Agreement”), dated as of September 30, 2021 (the “Closing Date”) by and among MIDCAP FINANCIAL TRUST, a Delaware statutory trust (“MidCap”), as administrative agent, the Lenders listed on the Credit Facility Schedule attached hereto and otherwise party hereto from time to time (each a “Lender”, and collectively the “Lenders”), and STRATA SKIN SCIENCES, INC., a Delaware corporation (together with each of its subsidiaries that hereafter becomes a party to this Agreement, the “Borrower”), provides the terms on which Lenders agree to lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 30th, 2013 • Mela Sciences, Inc. /Ny • Surgical & medical instruments & apparatus • California

THIS LOAN AND SECURITY AGREEMENT is made and dated as of March 15, 2013 and is entered into by and between MELA SCIENCES, INC., a Delaware corporation, (hereinafter referred to as “Borrower”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”).

STRATA SKIN SCIENCES, INC. COMMON STOCK EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • October 18th, 2021 • STRATA Skin Sciences, Inc. • Surgical & medical instruments & apparatus • New York

STRATA Skin Sciences, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Ladenburg Thalmann & Co. Inc., as follows:

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4% SENIOR SECURED CONVERTIBLE DEBENTURE DUE JULY 24, 2019
Mela Sciences, Inc. /Ny • July 23rd, 2014 • Surgical & medical instruments & apparatus • New York

THIS 4% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 4% Senior Secured Convertible Debentures of MELA Sciences, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 50 South Buckhout Street, Suite #1, Irvington, NY 10533, designated as its 4% Senior Secured Convertible Debenture due July 24, 2019 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 1st, 2007 • Electro Optical Sciences Inc /Ny • Surgical & medical instruments & apparatus • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 31, 2007, by and among Electro-Optical Sciences, Inc., a corporation organized under the laws of Delaware, with its principal offices at 3 West Main Street, Suite 201, Irvington, New York 10533 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).

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...
Mela Sciences, Inc. /Ny • June 23rd, 2015 • Surgical & medical instruments & apparatus • New York

THIS 2.25% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 2.25% Senior Secured Convertible Debentures of MELA Sciences, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 50 South Buckhout Street, Suite 1, Irvington, New York, 10533, designated as its 2.25% Senior Secured Convertible Debenture due June 22, 2020 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

COMMON STOCK PURCHASE AGREEMENT by and between KINGSBRIDGE CAPITAL LIMITED and ELECTRO-OPTICAL SCIENCES, INC. dated as of May 7, 2009
Common Stock Purchase Agreement • May 8th, 2009 • Electro Optical Sciences Inc /Ny • Surgical & medical instruments & apparatus • New York

This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 7th day of May, 2009, by and between Kingsbridge Capital Limited, an entity organized and existing under the laws of the British Virgin Islands, whose business address is P.O. Box 1075, Elizabeth House, 9 Castle Street, St. Helier, Jersey, Channel Islands (the “Investor”), and Electro-Optical Sciences, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”).

H.C. Wainwright Letterhead] June 13, 2014
Letter Agreement • August 19th, 2014 • Mela Sciences, Inc. /Ny • Surgical & medical instruments & apparatus • New York
2,0888,451 Common Stock ELECTRO-OPTICAL SCIENCES, INC. PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • July 31st, 2008 • Electro Optical Sciences Inc /Ny • Surgical & medical instruments & apparatus • New York
Contract
Warrant Agreement • July 6th, 2023 • STRATA Skin Sciences, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 2nd, 2018 • STRATA Skin Sciences, Inc. • Surgical & medical instruments & apparatus

This Registration Rights Agreement (this "Agreement") is entered into effective as of [●], 2018, by and among (i) STRATA Skin Sciences, Inc., a Delaware corporation (the "Company"), (ii) Accelmed Growth Partners, L.P., a Cayman Island exempted limited partnership ("Buyer"), (iii) Broadfin Healthcare Master Fund, Ltd. a Cayman Island exempted company ("Broadfin"), (iv) Sabby Healthcare Master Fund, a Cayman Island exempted company (Sabby")[, and (v) Dolev Rafaeli and Gohan Investments Ltd. (together the "Additional Investors" and together with Buyer, Broadfin and Sabby, the "Investors")].

MELA SCIENCES, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 17th, 2014 • Mela Sciences, Inc. /Ny • Surgical & medical instruments & apparatus • Delaware

This Indemnification Agreement (“Agreement”) is effective as of [ ], by and between MELA Sciences, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).

SECURITIES PURCHASE AGREEMENT BY AND BETWEEN STRATA SKIN SCIENCES, INC., AND ACCELMED GROWTH PARTNERS, L.P. Dated as of March 30, 2018
Securities Purchase Agreement • April 2nd, 2018 • STRATA Skin Sciences, Inc. • Surgical & medical instruments & apparatus • Delaware

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of March 30, 2018, is entered into by and between STRATA Skin Sciences, Inc., a Delaware corporation (the "Company"), and Accelmed Growth Partners, L.P., a Cayman Island exempted limited partnership ("Buyer").

WARRANT AMENDMENT AGREEMENT
Warrant Amendment Agreement • January 22nd, 2016 • STRATA Skin Sciences, Inc. • Surgical & medical instruments & apparatus

THIS WARRANT AMENDMENT AGREEMENT (the "Agreement") is entered into as of January 22, 2016, by and among Strata Skin Sciences, Inc., a Delaware corporation (the "Company") and the other parties which are signatories hereto (individually, an "Investor" and collectively, the "Investors"). In consideration of the mutual premises and covenants contained herein and in the Purchase Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • June 23rd, 2015 • Mela Sciences, Inc. /Ny • Surgical & medical instruments & apparatus • New York

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of June 22, 2015, by and among MELA Sciences, Inc., a Delaware corporation (“Purchaser”), PhotoMedex, Inc., a Nevada corporation (“PHMD”) and PhotoMedex Technology, Inc., a Delaware corporation (“P-Tech” and, together with PHMD, the “Sellers” and each, a “Seller”). Purchaser and the Sellers are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.” Capitalized terms which are used but not otherwise defined herein are defined in Section 1.1 below.

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