EXHIBIT 10.1] STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 19th, 2006 • DentalServ.com • Services-computer integrated systems design • New York
Exhibit 10.5 SC CAPITAL PARTNERS, LLC 1992 N. Kolb Road Tucson, AZ 85715 520-290-5052 February 24, 2008 MedPro, Inc. Attn: Craig Turner, Chief Executive Officer 817 Winchester Road, Suite 200 Lexington, KY 40505 Re: Financial Advisory Agreement Dear...MedPro Safety Products, Inc. • April 18th, 2008 • Surgical & medical instruments & apparatus • California
RECITALS:Loan Agreement • April 18th, 2008 • MedPro Safety Products, Inc. • Surgical & medical instruments & apparatus • Kentucky
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF MEDPRO SAFETY PRODUCTS, INC. Expires February 26, 2015MedPro Safety Products, Inc. • March 30th, 2010 • Surgical & medical instruments & apparatus • New York
this Agreement and the Certificate of Merger substantially in the form attached hereto as Exhibit A and in accordance with the applicable provisions of the Nevada Revised Statutes ("Nevada ------ Law") and the Delaware General Corporation Law...Agreement and Plan of Merger • November 13th, 2007 • DentalServ.com • Services-computer integrated systems design • New York
AGREEMENTConvertible Preferred Stock Purchase • April 18th, 2008 • MedPro Safety Products, Inc. • Surgical & medical instruments & apparatus • New York
OFPreferred Stock Purchase Agreement • September 10th, 2007 • DentalServ.com • Services-computer integrated systems design
RECITALS A. Visual Connections owns the entire right, title and interest in the following Patents and Patent Applications and in the inventions described and claimed therein:Technology Acquisition Agreement • April 18th, 2008 • MedPro Safety Products, Inc. • Surgical & medical instruments & apparatus • Delaware
EXHIBIT 4.4] THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR...Preferred Stock Purchase Agreement • August 20th, 2007 • DentalServ.com • Services-computer integrated systems design
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2011 • MedPro Safety Products, Inc. • Surgical & medical instruments & apparatus • Kentucky
This is an Employment Agreement ("Agreement") dated this 16th of March, 2011, by and between MedPro Safety Products, Inc., a Nevada corporation, ("Company"), and Carsie Garyen Denning, presently residing in Lexington, Kentucky ("Executive").
EMPLOYMENT AGREEMENTEmployment Agreement • October 21st, 2009 • MedPro Safety Products, Inc. • Surgical & medical instruments & apparatus • Kentucky
This is an Employment Agreement ("Agreement") dated this 8th of October, 2009, by and between MedPro Safety Products, Inc., a Nevada corporation, ("Company"), and Walter W. Weller, presently residing in Paris, Kentucky ("Executive").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 13th, 2010 • MedPro Safety Products, Inc. • Surgical & medical instruments & apparatus • New York
This SECURITIES PURCHASE AGREEMENT (this “ Agreement ”) is dated as of March 31, 2010 by and among MEDPRO SAFETY PRODUCTS, INC., a Nevada corporation (the “ Company ”), and Vision Opportunity Master Fund, Ltd. with its principal offices at 20 West 55th Street, 5th floor New York, NY 10019 (the “ Purchaser ”).
MEDPRO SAFETY PRODUCTS, INC. 2008 STOCK AND INCENTIVE COMPENSATION PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT (Exercise Time Specified)Nonqualified Stock Option Award Agreement • August 22nd, 2008 • MedPro Safety Products, Inc. • Surgical & medical instruments & apparatus
This is a NONQUALIFIED STOCK OPTION AWARD AGREEMENT (the “Agreement”) dated as of August 18, 2008 (“Grant Date”), by and between MedPro Safety Products, Inc., a Nevada corporation (the “Company”), and _______________ (the “Optionee”).
PROMISSORY NOTE EXTENSION AGREEMENTPromissory Note Extension Agreement • June 21st, 2010 • MedPro Safety Products, Inc. • Surgical & medical instruments & apparatus
This Promissory Note Extension Agreement (“Agreement”) is made and entered into as of June 4, 2010, by and among, MedPro Safety Products, Inc., a Nevada corporation (“Company”) and Vision Opportunity Master Fund, Ltd., a Cayman corporation (“Vision”).
PURCHASE AND SALE AGREEMENT dated as of September 1, 2010 between MEDPRO INVESTMENTS, LLC, and MEDPRO SAFETY PRODUCTS, INC.Purchase and Sale Agreement • November 15th, 2010 • MedPro Safety Products, Inc. • Surgical & medical instruments & apparatus • New York
This PURCHASE AND SALE AGREEMENT, dated as of September 1, 2010 (including the Exhibits attached hereto, and as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between MEDPRO INVESTMENTS, LLC, a Delaware limited liability company (the “Issuer”), and MEDPRO SAFETY PRODUCTS, INC., a Nevada corporation (“MedPro”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 30th, 2010 • MedPro Safety Products, Inc. • Surgical & medical instruments & apparatus • New York
This SECURITIES PURCHASE AGREEMENT (this “ Agreement ”) is dated as of February 26, 2010 by and among MEDPRO SAFETY PRODUCTS, INC., a Nevada corporation (the “Company”), and Vision Opportunity Master Fund, Ltd. with its principal offices at 20 West 55th Street, 5th floor New York, NY 10019 (the “Purchaser”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 12th, 2010 • MedPro Safety Products, Inc. • Surgical & medical instruments & apparatus • New York
This NOTE PURCHASE AGREEMENT (this “ Agreement ”) is dated as of February 8, 2010 by and among MEDPRO SAFETY PRODUCTS, INC., a Nevada corporation (the “Company”), and Vision Opportunity Master Fund, Ltd. with its principal offices at 20 West 55th Street, 5th floor New York, NY 10019 (the “ Purchaser ”).
THIRD AMENDED AND RESTATED GUARANTY OF PAYMENT AND PERFORMANCE (the “Guaranty”)Guaranty of Payment and Performance • July 3rd, 2008 • MedPro Safety Products, Inc. • Surgical & medical instruments & apparatus • Kentucky
MEDICAL SUPPLY MANUFACTURING AGREEMENTMedical Supply Manufacturing Agreement • July 21st, 2008 • MedPro Safety Products, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS MEDICAL SUPPLY MANUFACTURING AGREEMENT (this “Agreement”) is made and entered into as of July 15th, 2008 between (i) MedPro Safety Products, Inc., a Delaware corporation (“MedPro”), and Greiner Bio-One GmbH, an Austrian company (“GBO”).
RECITALSTechnology Development and Option Agreement • April 18th, 2008 • MedPro Safety Products, Inc. • Surgical & medical instruments & apparatus
MEDICAL SUPPLY MANUFACTURING AGREEMENTMedical Supply Manufacturing Agreement • July 21st, 2008 • MedPro Safety Products, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS MEDICAL SUPPLY MANUFACTURING AGREEMENT (this “Agreement”) is made and entered into as of July 15th, 2008 between (i) MedPro Safety Products, Inc., a Delaware corporation (“MedPro”), and Greiner Bio-One GmbH, an Austrian company (“GBO”).
SECOND AMENDMENT TO TECHNOLOGY DEVELOPMENT AND OPTION AGREEMENT AND AGREEMENT OF EXERCISETechnology Development and Option Agreement • November 15th, 2010 • MedPro Safety Products, Inc. • Surgical & medical instruments & apparatus
This SECOND AMENDMENT TO TECHNOLOGY DEVELOPMENT AND OPTION AGREEMENT AND AGREEMENT OF EXERCISE (this “Amendment”) is entered into as of September 30, 2008, between SGPF, LLC, a Kentucky limited liability company (“SGPF”) and MEDPRO SAFETY PRODUCTS, INC, a Kentucky limited liability company (“MedPro”).
SC CAPITAL PARTNERS, LLCFinancial Advisory Agreement • November 15th, 2010 • MedPro Safety Products, Inc. • Surgical & medical instruments & apparatus
This letter will confirm the understanding and agreement ("Financial Advisory Agreement" or "Agreement") between SC Capital Partners, LLC, ("SCCP") an Arizona Limited Liability Company and MedPro, Inc. ("MedPro" or the "Company") a Nevada Corporation. Each hereinafter is referred to individually as a "Party" and both are referred to collectively as the "Parties." The Company hereby engages SCCP to act as an exclusive financial advisor to the Company and SCCP agrees to provide financial advisory services ("Services") as requested by the Company from time to time during the term of the Engagement.
MEDICAL SUPPLY MANUFACTURING AGREEMENTMedical Supply Manufacturing Agreement • August 16th, 2010 • MedPro Safety Products, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS MEDICAL SUPPLY MANUFACTURING AGREEMENT (this “Agreement”) is made and entered into as of 14 July 2010 between (i) MedPro Safety Products, Inc., a Nevada corporation (“MedPro”), and Greiner Bio-One GmbH, an Austrian company (“GBO”).
AMENDMENT NO. 1 TO THE SERIES J WARRANT TO PURCHASE SHARES OF COMMON STOCK OF MEDPRO SAFETY PRODUCTS, INC.MedPro Safety Products, Inc. • August 22nd, 2008 • Surgical & medical instruments & apparatus • New York
THIS AMENDMENT NO. 1 TO THE SERIES J WARRANT TO PURCHASE SHARES OF COMMON STOCK OF MEDPRO SAFETY PRODUCTS, INC. (this “Amendment”), dated as of August 18, 2008, is made by and between MedPro Safety Products, Inc., a Nevada corporation (the “Issuer”) and Vision Opportunity Master Fund, Ltd. (the “Holder”).
Exhibit 4.8 NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT. INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA.DentalServ.com • January 4th, 2008 • Services-computer integrated systems design
transferable on the books of the Corporation by the holder hereof, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.
ContractContinuing Unconditional Guarantee • November 15th, 2010 • MedPro Safety Products, Inc. • Surgical & medical instruments & apparatus • New York
This CONTINUING UNCONDITIONAL GUARANTEE (this “Guarantee”), dated as of September 1, 2010, is made by MEDPRO SAFETY PRODUCTS, INC., a Nevada corporation (“Guarantor”), to U.S. BANK NATIONAL ASSOCIATION, as trustee under the Indenture hereinafter described (together with its successor and assigns, the “Trustee”), for the benefit of the Trustee and the Noteholders.
AMENDMENT TO TECHNOLOGY DEVELOPMENT AND OPTION AGREEMENTTechnology Development and Option Agreement • October 6th, 2008 • MedPro Safety Products, Inc. • Surgical & medical instruments & apparatus
This AMENDMENT TO TECHNOLOGY DEVELOPMENT AND OPTION AGREEMENT (this "Amendment") is entered into as of August 18, 2008, between SGPF, LLC, a Kentucky limited liability company (“SGPF”) and MEDPRO SAFETY PRODUCTS, INC, a Kentucky limited liability company (“MedPro”).
MEDPRO SAFETY PRODUCTS, INC. INCENTIVE STOCK OPTION AWARD AGREEMENTMedpro Safety • March 30th, 2010 • MedPro Safety Products, Inc. • Surgical & medical instruments & apparatus
This is an INCENTIVE STOCK OPTION AWARD AGREEMENT (the “Agreement”) dated as of __________, 2009 (“Grant Date”), by and between MedPro Safety Products, Inc., a Nevada corporation (the “Company”), and ____________ (the “Optionee”).
SIXTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • April 1st, 2010 • MedPro Safety Products, Inc. • Surgical & medical instruments & apparatus • Kentucky
THIS SIXTH AMENDMENT TO LOAN AGREEMENT (the “Amendment”) is entered into effective as of the 1st day of April, 2010, by and among FIFTH THIRD BANK, an Ohio banking corporation, successor by merger with Fifth Third Bank, a Michigan banking corporation with its office and principal place of business at 250 West Main Street, Suite 100, Lexington, Kentucky 40507 (the “Bank"); and MEDPRO SAFETY PRODUCTS, INC., a Nevada corporation successor by merger to MEDPRO SAFETY PRODUCTS, INC., a Delaware corporation successor by merger to VACUMATE, LLC, a Kentucky limited liability company with its principal place of business at 817 Winchester Road, Suite 200, Lexington, Kentucky 40505 (“Borrower”). All capitalized terms used herein but not otherwise defined herein shall be given the same meaning assigned to such capitalized terms in the Loan Agreement (as defined below).
FOURTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 30th, 2009 • MedPro Safety Products, Inc. • Surgical & medical instruments & apparatus • Kentucky
THIS FOURTH AMENDMENT TO LOAN AGREEMENT (the "Amendment") is entered into effective as of the 1st day of August, 2008, by and among FIFTH THIRD BANK, a Michigan banking corporation with its office and principal place of business at 250 West Main Street, Suite 100, Lexington, Kentucky 40507 (the "Bank"); MEDPRO SAFETY PROJECTS, INC., a Nevada corporation successor by merger to MEDPRO SAFETY PRODUCTS, INC., a Delaware corporation successor by merger to VACUMATE, LLC, a Kentucky limited liability company with its principal place of business at 817 Winchester Road, Suite 200, Lexington, Kentucky 40505 (the "Guarantor"). (Borrower and Guarantor are herein sometimes referred to collectively as "Obligors").
LOCK-UP AGREEMENTLock-Up Agreement • May 20th, 2009 • MedPro Safety Products, Inc. • Surgical & medical instruments & apparatus • New York
THIS AGREEMENT (this "Agreement") is dated as of December 28, 2007, by and among Dentalserv.com, a Nevada corporation (the "Company"), and shareholders of the Company listed on Schedule A attached hereto (the "Shareholders").
LOCK-UP AGREEMENTLock-Up Agreement • May 20th, 2009 • MedPro Safety Products, Inc. • Surgical & medical instruments & apparatus • New York
THIS AGREEMENT (this “Agreement”) is dated as of March 13, 2009, by and among MedPro Safety Products, Inc., a Nevada corporation (the “Company”), and Mr. Warren Rustand (the “Shareholder”), a holder of those Company securities listed on Schedule A attached hereto (the “Securities”).
OFPreferred Stock Purchase Agreement • August 20th, 2007 • DentalServ.com • Services-computer integrated systems design
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 7th, 2013 • MedPro Safety Products, Inc. • Surgical & medical instruments & apparatus
This Asset Purchase Agreement (the “Agreement”), dated as of December 31, 2012 (the “Effective Date”), is made by and between (i) MEDPRO SAFETY PRODUCTS INC., a Nevada Corporation (“MedPro Safety”), and MEDPRO INVESTMENTS LLC, a Delaware limited liability company (“MedPro Investments”) (collectively, “Seller”); and (ii) GREINER BIO-ONE GmbH, an Austrian company (“Buyer” or “Greiner”); and (iii) ATHYRIUM OPPORTUNITIES FUND (A) LP, a Delaware limited partnership (“Athyrium Fund (A)”), ATHYRIUM OPPORTUNITIES FUND (B) LP, a Delaware limited partnership (“Athyrium Fund (B)”), and NB ATHYRIUM LLC, a Delaware limited liability company (“NB Athyrium”) (Athyrium Fund (A), Athyrium Fund (B) and NB Athyrium collectively, “Athyrium”); and (iv) the following investment entities that are party to this Agreement and for which POST ADVISORY GROUP, LLC a Delaware limited liability company, acts as investment manager: OHIO PUBLIC EMPLOYEES RETIREMENT SYSTEM, SOUTH CAROLINA RETIREMENT INVESTMENT COMMISSI
