REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 23rd, 2014 • Mela Sciences, Inc. /Ny • Surgical & medical instruments & apparatus
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
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 AGREEMENTSecurities Purchase Agreement • July 23rd, 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”).
SECURITY AGREEMENTSecurity Agreement • July 23rd, 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”).
4% SENIOR SECURED CONVERTIBLE DEBENTURE DUE JULY 24, 2019Mela 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”).
