AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • January 24th, 2007 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Delaware
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) is made as of January 22, 2007, by and among SDS CAPITAL GROUP SPC, LTD., as collateral agent for the holders (the “Holders”) of the Notes (as defined below) (in such capacity, the “Collateral Agent”), and MATRITECH, INC., a Delaware corporation (together with its successors and permitted assigns, the “Borrower”). The Collateral Agent and the Holders are hereinafter collectively referred to as the “Secured Party.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 24th, 2007 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 22, 2007, is made by and among Matritech, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the undersigned (together with their affiliates, the “Initial Investors”).
AMENDED AND RESTATED CONTINGENT LICENSE AGREEMENTContingent License Agreement • January 24th, 2007 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Delaware
This AMENDED AND RESTATED CONTINGENT LICENSE AGREEMENT (this “Agreement”) is made as of the 22nd day of January, 2007 (the “Effective Date”), by and among MATRITECH, INC. a corporation organized under the laws of the State of Delaware (the “Licensor”), and SDS CAPITAL GROUP SPC, LTD. (the “Licensee”), as collateral agent for the holders (the “Holders”) of the Series A Notes and the Series B Notes (as defined below) (in such capacity, the “Collateral Agent”).
COMMON STOCK PURCHASE WARRANT To Purchase [___ (60% of the number of shares of Common Stock that could be acquired by Purchaser at the Closing Date upon conversion of Series B Notes)] Shares of Common Stock of Matritech, Inc.Common Stock Purchase • January 24th, 2007 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value received, _____________ (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 Closing Date (the “Initial Exercise Date”) and on or prior to the close of business on the fifth (5th) anniversary of the Closing Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Matritech, Inc., a corporation incorporated in the State of Delaware (the “Company”), up to ______ [60% of the number of shares of Common Stock that could be acquired by Purchaser at the Closing Date upon conversion of Series B Notes] shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”), such number of Warrant Shares being subject to adjustments as provided herein. Additionally, the Holder of this Warrant may become entitled, upon the conditions and subject to the l
COMMON STOCK PURCHASE WARRANT To Purchase 55,556 Shares of Common Stock of Matritech, Inc.Common Stock Purchase Warrant • January 24th, 2007 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value received, Roth Capital Partners, LLC (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 Closing Date (the “Initial Exercise Date”) and on or prior to the close of business on the fifth (5th) anniversary of the Closing Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Matritech, Inc., a corporation incorporated in the State of Delaware (the “Company”), up to 55,556 shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”), such number of Warrant Shares being subject to adjustments as provided herein. Additionally, the Holder of this Warrant may become entitled, upon the conditions and subject to the limitations on exercise and the conditions hereinafter set forth, to exercise the Warrant for the Additional Warrant Shares
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 24th, 2007 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 22, 2007, is made by and among Matritech, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and each of the purchasers (individually, a “Purchaser” and collectively the “Purchasers”) set forth on the execution pages hereof (each, an “Execution Page” and collectively the “Execution Pages”).
AGREEMENT AND AMENDMENT TO 15% SECURED CONVERTIBLE PROMISSORY NOTES DATED JANUARY 13, 2006Matritech Inc/De/ • January 24th, 2007 • In vitro & in vivo diagnostic substances • Delaware
This Agreement and Amendment is executed and delivered on this 22nd day of January 2007 by the undersigned holders of at least a majority in outstanding principal amount of those certain 15% Secured Convertible Promissory Notes issued by Matritech, Inc. (the “Borrower”) on January 13, 2006 (the “Series A Notes”) pursuant to the Securities Purchase Agreement, dated as of January 13, 2006, by and among the Borrower and the purchasers party thereto (the “Series A Purchase Agreement”). The undersigned holders of at least a majority in outstanding principal amount of the Series A Notes shall be referred to as the “Majority Holders.” All capitalized terms used in this Agreement and Amendment but not otherwise defined herein shall have the meanings ascribed to such terms in the Series A Purchase Agreement.
