EMPLOYMENT AGREEMENT (John P. Gandolfo)Employment Agreement • May 14th, 2007 • Power Medical Interventions, Inc. • Pennsylvania
This Employment Agreement dated as of January 5, 2007 (this “Agreement”) is made by and between Power Medical Interventions, Inc., a Delaware corporation (the “Company”), and John P. Gandolfo (“Executive”).
ContractPower Medical Interventions, Inc. • May 14th, 2007
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE 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, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER SAID ACT AND ANY STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
POWER MEDICAL INTERVENTIONS, INC. Warrant to Purchase Common StockPower Medical Interventions, Inc. • May 14th, 2007
THIS CERTIFIES THAT for value received, [ ] or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from the Company, at any time during the Term of this Warrant, [ ] of shares of common stock, $0.001 par value, of the Company (the “Common Stock”), at the Warrant Price, payable as provided herein. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions herein contained, and may be exercised in whole or in part.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 14th, 2007 • Power Medical Interventions, Inc.
This Agreement and Plan of Merger dated as of August 8, 2003 (this “Agreement”) is made by and among Power Medical Interventions, Inc., a Pennsylvania corporation (“PMI-PA”), and Power Medical Interventions, Inc., a Delaware corporation and wholly-owned subsidiary of PMI-PA (“PMI-DE”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 14th, 2007 • Power Medical Interventions, Inc. • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 30, 2007, by and among Power Medical Interventions, Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Buyer” and collectively, the “Buyers”).
POWER MEDICAL INTERVENTIONS, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 14th, 2007 • Power Medical Interventions, Inc. • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is entered into as of June 26, 2006, by and among (i) Power Medical Interventions, Inc., a Delaware corporation (the “Company”); (ii) the purchasers of the Series D Convertible Preferred Stock, par value $0.001 per share, of the Company (the “Series D Preferred”) listed as “Series D Holders” on the Schedule of Preferred Holders attached hereto, together with certain other persons or entities that become parties to this Agreement after the date hereof in accordance with Section 26 (each a “Series D Holder”); (iii) the holders of the Series C Convertible Preferred Stock, par value $0.001 per share, of the Company (the “Series C Preferred”) listed as “Series C Holders” on the Schedule of Preferred Holders attached hereto (each a “Series C Holder”); (iv) the holders of the Series B Convertible Preferred Stock, par value $0.001 per share, of the Company (the “Series B Preferred”) listed as “Series B Holders” on the Sch
MACHINERY AND EQUIPMENT LOAN FUND SECURITY AGREEMENTMachinery and Equipment Loan Fund • May 14th, 2007 • Power Medical Interventions, Inc. • Pennsylvania
THIS AGREEMENT made this 21 day of December, 2005, effective as of December 21, 2005, (the “Effective Date”) between POWER MEDICAL INTERVENTIONS, INC., a corporation organized and existing under the laws of Delaware and having its principal offices at 2021 Cabot Boulevard West, Langhorne, Pennsylvania 19047 (the “Debtor”) and the COMMONWEALTH OF PENNSYLVANIA, acting through the DEPARTMENT OF COMMUNITY AND ECONOMIC DEVELOPMENT with an office at 400 North Street, 4th Floor, Harrisburg, Pennsylvania 17120 (the “Department”).
MACHINERY AND EQUIPMENT LOAN FUND LOAN AGREEMENTLoan Agreement • May 14th, 2007 • Power Medical Interventions, Inc.
THIS LOAN AGREEMENT, MADE this 21 day of December, 2005, effective as of December 21, 2005 (the “Effective Date”) BY AND BETWEEN POWER MEDICAL INTERVENTIONS, INC., a corporation organized and existing under the laws of Delaware and having an address of 2021 Cabot Boulevard West, Langhorne, Pennsylvania 19047 (the “Borrower”) and THE COMMONWEALTH OF PENNSYLVANIA, acting by and through the DEPARTMENT OF COMMUNITY AND ECONOMIC DEVELOPMENT, having its principal place of business at Commonwealth Keystone Building, 400 North Street, Fourth Floor, Harrisburg, Pennsylvania 17120 (the “Department”).
SECURITY AGREEMENTSecurity Agreement • May 14th, 2007 • Power Medical Interventions, Inc. • New York
This Security Agreement, dated as of March 30, 2007, by and among Power Medical Interventions, Inc., a Delaware corporation (the “Company” or the “Grantor”), in favor of The Bank of New York, a New York banking corporation (“BONY” or the “Collateral Agent”), as collateral agent for the ratable benefit of the holders (the “Holders”) of the Company’s 7% Convertible Senior Secured Notes due 2010 (including the PIK Notes (as defined in the Purchase Agreement), and in all cases, as amended, restated, supplemented, substituted, replaced or exchanged from time to time, the “Notes”) under the Securities Purchase Agreement, dated as of March 30, 2007 (as amended, modified, supplemented and/or restated from time to time, the “Purchase Agreement”), by and among the Company and the Holders.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 14th, 2007 • Power Medical Interventions, Inc. • New York
This Securities Purchase Agreement (the “Agreement”), dated as of March 30 2007, by and among Power Medical Interventions, Inc. a Delaware corporation, with headquarters located at 2021 Cabot Boulevard West, Langhorne, PA 19047 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
