Attached files
| file | filename |
|---|---|
| 10-K - MedPro Safety Products, Inc. | v178504_10k.htm |
| EX-10.19 - MedPro Safety Products, Inc. | v178504_ex10-19.htm |
| EX-10.12 - MedPro Safety Products, Inc. | v178504_ex10-12.htm |
| EX-10.17 - MedPro Safety Products, Inc. | v178504_ex10-17.htm |
| EX-31.2 - MedPro Safety Products, Inc. | v178504_ex31-2.htm |
| EX-32.1 - MedPro Safety Products, Inc. | v178504_ex32-1.htm |
| EX-32.2 - MedPro Safety Products, Inc. | v178504_ex32-2.htm |
| EX-31.1 - MedPro Safety Products, Inc. | v178504_ex31-1.htm |
Exhibit
10.18
THIS
NOTE AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ ACT ”), OR
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A
WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY
TO THE COMPANY THAT THIS NOTE MAY BE SOLD, TRANSFERRED, OR OTHERWISE
DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE
SECURITIES LAWS.
MEDPRO
SAFETY PRODUCTS, INC.
6%
Promissory Note
Date:
February 26, 2010
$850,000.00
For value
received, MEDPRO SAFETY PRODUCTS, INC.., a Nevada corporation (the “ Company ”
or the “ Maker ”),
hereby promises to pay to the order of Vision Opportunity Master Fund,
Ltd. (together with its successors, representatives, and permitted assigns,
the “ Holder ”),
in accordance with the terms hereinafter provided, the principal amount
of EIGHT HUNDRED AND FIFTY THOUSAND ($850,000.00) dollars, together
with interest thereon. The Maker is issuing this note (the
“ Note ”)
to the Holder pursuant to the Purchase Agreement (as defined in Section
1.1 hereof).
All
payments under or pursuant to this Note shall be made in United States Dollars
in immediately available funds to the Holder at the address of the Holder as set
forth in the Purchase Agreement or at such other place as the Holder may
designate from time to time in writing to the Maker or by wire transfer of funds
to the Holder’s account, instructions for which are attached hereto as Exhibit
A . The
outstanding principal balance and all accrued Interest (as defined herein) of
this Note shall be due and payable on June 30, 2010 (the “ Maturity
Date ”) or at such earlier time as provided herein.
ARTICLE
I
Section
1.1 Purchase
Agreement . This
Note has been executed and delivered pursuant to the Securities Purchase
Agreement dated as of February 26, 2010 (the “Purchase
Agreement ”)
by and among the Maker and the Purchaser. Capitalized terms used and
not otherwise defined herein shall have the meanings set forth for such terms in
the Purchase Agreement.
Section
1.2 Interest . Beginning
on the issuance date of this Note (the “ Issuance
Date ”),
the outstanding principal balance of this Note shall bear interest (“ Interest ”),
at a rate per annum equal to six percent (6%), so long as any principal amount
evidenced by this Note remains outstanding. Interest shall be payable in cash,
on the Maturity Date. Interest shall be computed on the basis of a
360-day year of twelve (12) 30-day months and shall accrue commencing on the
Issuance Date. Furthermore, upon the occurrence of an Event of
Default (as defined in Section
2.1 hereof),
then to the extent permitted by law, the Maker will pay Interest in cash to the
Holder, payable on demand, on the outstanding principal balance of this Note
from the date of the Event of Default through the date of payment at a new rate
of the lesser of twelve percent (12%) and the maximum applicable legal rate per
annum (the “ Default
Rate ”).
Section
1.3 Payment on Non-Business
Days . Whenever
any payment to be made shall be due on a Saturday, Sunday or a public holiday
under the laws of the State of New York, such payment may be due on the next
succeeding business day and such next succeeding day shall be included in the
calculation of the amount of accrued Interest payable on such
date.
Section
1.4 Transfer . This
Note may be transferred or sold, subject to the provisions of Section
4.8 of
this Note, or pledged, hypothecated or otherwise granted as security by the
Holder.
Section
1.5 Replacement . Upon
receipt of a duly executed and notarized written statement from the Holder with
respect to the loss, theft or destruction of this Note (or any replacement
hereof) and a standard indemnity reasonably satisfactory to the Maker, or, in
the case of a mutilation of this Note, upon surrender and cancellation of such
Note, the Maker shall issue a new Note, of like tenor and amount, in lieu of
such lost, stolen, destroyed or mutilated Note.
ARTICLE
II
EVENTS OF
DEFAULT; REMEDIES
Section
2.1 Events of
Default . The
occurrence of any of the following events shall be an “ Event of
Default ”
under this Note:
(a) the
Maker shall fail to make any principal or Interest payments due under this Note
on the date such payments are due and such default is not fully cured within ten
(10) business days after the occurrence thereof; or
(b) the
suspension from listing, without subsequent listing on any one of, or the
failure of the Common Stock to be listed or quoted on at least one of the OTC
Bulletin Board, the American Stock Exchange, the NASDAQ Global Market, the
NASDAQ Capital Market or The New York Stock Exchange, Inc. for a period of ten
(10) consecutive Trading Days; or
(c) default
shall be made in the performance or observance of (i) any covenant, condition or
agreement contained in this Note and such default is not fully cured within ten
(10) business days after the Holder delivers written notice to the Maker of the
occurrence thereof or (ii) any covenant, condition or agreement contained in the
Purchase Agreement, the Other Notes, the Warrants or any other Transaction
Document which is not covered by any other provisions of this Section
2.1 and
such default is not fully cured within ten (10) business days after the Holder
delivers written notice to the Maker of the occurrence
thereof; or
(d) any material representation or warranty
made by the Maker herein or in the Purchase Agreement, the Other Notes, the
Warrants or any other Transaction Document shall prove to have been false or
incorrect or breached in a material respect on the date as of which made and the
Holder delivers written notice to the Maker of the occurrence thereof;
or
(e) the
occurrence of an event of default under any other Transaction
Document.
Section
2.2 Remedies Upon An Event of
Default . If
an Event of Default shall have occurred and shall be continuing, the Holder of
this Note may at any time declare the entire unpaid principal balance of this
Note, together with all Interest accrued hereon, due and payable, and thereupon,
the same shall be accelerated and so due and payable, without presentment,
demand, protest, or notice, all of which are hereby expressly unconditionally
and irrevocably waived by the Maker. No course of delay on the part
of the Holder shall operate as a waiver thereof or otherwise prejudice the right
of the Holder. No remedy conferred hereby shall be exclusive of any
other remedy referred to herein or now or hereafter available at law, in equity,
by statute or otherwise.
ARTICLE
III
MISCELLANEOUS
Section
3.1 Notices . Any
notice, demand, request, waiver or other communication required or permitted to
be given hereunder shall be in writing and shall be effective (a) upon hand
delivery or facsimile at the address or number designated in the Purchase
Agreement (if delivered on a business day during normal business hours where
such notice is to be received), or the first business day following such
delivery (if delivered other than on a business day during normal business hours
where such notice is to be received) or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such
address, or upon actual receipt of such mailing, whichever shall first
occur. The Maker will give written notice to the Holder at least ten
(10) days prior to the date on which the Company takes a record (x) with respect
to any dividend or distribution upon the Common Stock, (y) with respect to any
pro rata subscription offer to holders of Common Stock or (z) for determining
rights to vote with respect to any Organic Change, dissolution, liquidation or
winding-up but in no event shall such notice be provided to the Holder prior to
such information being made known to the public. The Maker will also
give written notice to the Holder at least ten (10) days prior to the date on
which any Organic Change, dissolution, liquidation or winding-up will take place
but in no event shall such notice be provided to the Holder prior to such
information being made known to the public. The Maker shall promptly notify the
Holder of any notices sent or received, or any actions taken with respect to the
Other Notes.
Section
3.2 Governing Law; Consent to
Jurisdiction . The parties
acknowledge and agree that any claim, controversy, dispute or action relating in
any way to this agreement or the subject matter of this agreement shall be
governed solely by the laws of the State of New York, without regard to any
conflict of laws doctrines. The parties irrevocably consent to being
served with legal process issued from the state and federal courts located in
New York and irrevocably consent to the exclusive personal jurisdiction of the
federal and state courts situated in the State of New York. The
parties irrevocably waive any objections to the personal jurisdiction of these
courts. Said courts shall have sole and exclusive jurisdiction over
any and all claims, controversies, disputes and actions which in any way relate
to this agreement or the subject matter of this agreement. The
parties also irrevocably waive any objections that these courts constitute an
oppressive, unfair, or inconvenient forum and agree not to seek to change venue
on these grounds or any other grounds. Nothing in this Section
3.2 shall
affect or limit any right to serve process in any other manner permitted by
law.
Section
3.3 Headings . Article
and section headings in this Note are included herein for purposes of
convenience of reference only and shall not constitute a part of this Note for
any other purpose.
Section
3.4 Remedies, Characterizations,
Other Obligations, Breaches and Injunctive Relief . The
remedies provided in this Note shall be cumulative and in addition to all other
remedies available under this Note, at law or in equity (including, without
limitation, a decree of specific performance and/or other injunctive relief), no
remedy contained herein shall be deemed a waiver of compliance with the
provisions giving rise to such remedy and nothing herein shall limit a Holder’s
right to pursue actual damages for any failure by the Maker to comply with the
terms of this Note. Amounts set forth or provided for herein with
respect to payments shall be the amounts to be received by the Holder hereof and
shall not, except as expressly provided herein, be subject to any other
obligation of the Maker (or the performance thereof). The Maker acknowledges
that a breach by it of its obligations hereunder will cause irreparable and
material harm to the Holder and that the remedy at law for any such breach may
be inadequate. Therefore the Maker agrees that, in the event of any such breach
or threatened breach, the Holder shall be entitled, in addition to all other
available rights and remedies, at law or in equity, to seek and obtain such
equitable relief, including but not limited to an injunction restraining any
such breach or threatened breach, without the necessity of showing economic loss
and without any bond or other security being required.
Section
3.5 Enforcement
Expenses . The
Maker agree to pay all costs and expenses of the Holder incurred as a result of
enforcement of this Note, including, without limitation, reasonable attorneys’
fees and expenses.
Section
3.6 Binding Effect. The
obligations of the Maker and the Holder set forth herein shall be binding upon
the successors and assigns of each such party, whether or not such successors or
assigns are permitted by the terms hereof.
Section
3.7 Amendments . This
Note may not be modified or amended in any manner except in writing executed by
the Maker and the Holder.
Section
3.8 Compliance with Securities
Laws. The
Holder of this Note acknowledges that this Note is being acquired solely for the
Holder’s own account and not as a nominee for any other party, and for
investment, and that the Holder shall not offer, sell or otherwise dispose of
this Note. This Note and any Note issued in substitution or
replacement therefor shall be stamped or imprinted with a legend in
substantially the following form:
“THIS
NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT ”), OR
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A
WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY
TO THE COMPANY THAT THIS NOTE MAY BE SOLD, TRANSFERRED, OR OTHERWISE
DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE
SECURITIES LAWS.”
Section
3.9 Parties in
Interest. This
Note shall be binding upon, inure to the benefit of and be enforceable by the
Maker, the Holder and their respective successors and permitted
assigns.
Section
3.10 Failure or Indulgence Not
Waiver . No
failure or delay on the part of the Holder in the exercise of any power, right
or privilege hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any such power, right or privilege preclude other or
further exercise thereof or of any other right, power or privilege, nor shall
any waiver by the Holder of any such right or rights on any one occasion be
deemed a waiver of the same right or rights on any future occasion.
Section
3.11 Maker’s Waivers .
(a) Except
as otherwise specifically provided herein, the Maker and all others that may
become liable for all or any part of the obligations evidenced by this Note,
hereby waive presentment, demand, notice of nonpayment, protest and all other
demands’ and notices in connection with the delivery, acceptance, performance
and enforcement of this Note, and do hereby consent to any number of renewals of
extensions of the time or payment hereof and agree that any such renewals or
extensions may be made without notice to any such persons and without affecting
their liability herein and do further consent to the release of any person
liable hereon, all without affecting the liability of the other persons, firms
or Maker liable for the payment of this Note, AND DO HEREBY WAIVE TRIAL BY
JURY.
(b) THE
MAKER ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A
COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, HEREBY
WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY
WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.
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IN
WITNESS WHEREOF, the Maker has caused this Note to be duly executed as of the
Issuance Date set out above.
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MEDPRO
SAFETY PRODUCTS, INC..
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By:
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/s/
W. Craig Turner
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Name: W.
Craig Turner
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Title: Chairman
and Chief Executive
Officer
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EXHIBIT
A
WIRE
INSTRUCTIONS
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Payee:
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Bank:
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Address:
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Bank No.:
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Account No.:
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Account Name:
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