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Sharp Therapeutics Corp. — Capital/Financing Update 2024
Dec 21, 2024
48457_rns_2024-12-20_7497b37a-936e-45ef-ace2-003c0cc247c6.pdf
Capital/Financing Update
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EXECUTION VERSION
NOTE PURCHASE AGREEMENT
2022 Bridge Round
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of February 1, 2023 (the “Effective Date”), by and among SHARP EDGE LABS, INC., a Delaware corporation (the “Company”), and each of the Purchasers listed on Exhibit A attached hereto (each a “Purchaser” and, collectively, the “Purchasers”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings given to them in the Notes (as defined below).
RECITALS
WHEREAS, the Purchasers desire to advance loans to the Company, and the Company desires to borrow from the Purchasers, up to ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000.00) in the aggregate (each loan advanced, a “Loan”); and
WHEREAS, each Loan will be evidenced by a secured convertible note in the form attached hereto as Exhibit B (each a “Note” and, collectively, the “Notes”):
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, and for other valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:
Section 1. Sale and Issuance of Notes.
Subject to the terms of this Agreement, (a) each Purchaser covenants and agrees to lend to the Company the Loan in the amount set forth opposite Purchaser’s name on Exhibit A attached hereto, and (b) the Company agrees to issue to each Purchaser a Note in the principal amount of each such Loan.
Section 2. Closing.
The initial closing of the purchase and sale of the Notes shall take place remotely via the electronic exchange of documents and signature pages on the Effective Date (the “Initial Closing”). Additional purchases and sales of the Notes may take place at the discretion of the Company at any time prior to ONE HUNDRED EIGHTY (180) calendar days following the Initial Closing (each a “Subsequent Closing” and, collectively with the Initial Closing, the “Closings” and each a “Closing”). At each applicable Closing, (a) each Purchaser shall deliver to the Company a check or wire transfer funds in the amount of the Loan set forth opposite such Purchaser’s name on Exhibit A attached hereto, and (b) the Company shall issue and deliver to each Purchaser a Note in favor of such Purchaser in the principal amount of the Loan set forth opposite Purchaser’s name under on Exhibit A attached hereto.
Section 3. Representations, Warranties, and Covenants of the Company.
A Schedule of Exceptions, attached hereto as Exhibit C (the “Schedule of Exceptions”), is hereby delivered to the Purchasers. Except as set forth on the Schedule of Exceptions, the Company hereby represents and warrants to the Purchasers as follows:
3.1. Organization; Good Standing and Qualification.
The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.
The Company has the requisite corporate power and authority to own and operate its properties and assets, to carry on its business as presently conducted, to execute and deliver this Agreement, to issue and sell the Notes in accordance with this Agreement, and to perform its obligations pursuant to this Agreement. The Company is presently qualified to do business as a foreign entity in each jurisdiction where the failure to be so qualified would reasonably be expected to have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects, or results of operations of the Company (a “Material Adverse Effect”). The Company is qualified to conduct business in the Commonwealth of Pennsylvania.
3.2. Authorization. All corporate action on the part of the Company, its directors, and its stockholders necessary for the authorization, execution, delivery, and performance of this Agreement and the Notes, as each may be modified, amended, or supplemented hereafter (collectively, the “Loan Documents”), by the Company and the performance of the Company’s obligations thereunder, including the authorization for the issuance and delivery of the Notes, has been taken. The Loan Documents, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to laws of general application relating to equitable principles, bankruptcy, insolvency, the relief of debtors, and, with respect to rights to indemnity, subject to federal and state securities laws. The Notes will be issued in compliance with all applicable federal and state securities laws, and will be free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon the holders through no action of the Company; provided, however, that the Notes may be subject to restrictions on transfer under state or federal securities laws as set forth herein or as otherwise required by such laws at the time the transfer is proposed. The Company covenants and represents that it will take all action necessary to reserve an adequate number of equity securities for issuance upon conversion of the Notes, including without limitation, seeking required stockholder approval for the execution of such equity securities.
3.3. Capitalization. Immediately prior to the Initial Closing, the authorized capital stock of the Company will consist of (i) 9,600,000 shares of Common Stock, par value $.00001 per share, of which 1,388,622 shares are issued and outstanding; and (ii) 6,543,946 shares of Preferred Stock, par value $.00001 per share, (A) 300,000 of which are designated Series 1.A Preferred Stock, all of which shares are issued and outstanding; (B) 362,321 of which are designated Series 1.A-1 Preferred Stock, all of which shares are issued and outstanding; (C) 869,048 of which are designated Series 1.B Preferred Stock, of which 851,872 shares are issued and outstanding; (D) 2,204,438 of which are designated Series 1.C Preferred Stock, of which 1,671,637 shares are issued and outstanding; and (E) 2,808,139 of which are designated Series A Convertible Preferred Stock, of which 739,365 shares are issued and outstanding. As of the Initial Closing, (x) 2,766,585 shares of Common Stock will be authorized for issuance to employees, consultants, and directors under the Company’s 2010 Incentive Plan (the “2010 Stock Plan”); and (y) 916,295 shares of Common Stock will be authorized for issuance to employees, consultants, and directors under the Company’s 2020 Incentive Plan (the “2020 Stock Plan” and, collectively with the 2010 Stock Plan, the “Stock Plans”). Of such reserved shares of Common Stock, immediately prior to the Initial Closing, 1,789,467 shares have been issued or are subject to options granted and currently outstanding under the 2010 Stock Plan, and 40,500 shares have been issued or are subject to options granted and currently outstanding under the 2020 Stock Plan. All outstanding options issued under the Stock Plans have been issued in compliance with state and federal securities laws. Section 3.3 of the Schedule of Exceptions sets forth the capitalization of the Company immediately
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prior to the Initial Closing. Except for the conversion privileges of the Company's Preferred Stock, or as otherwise described in Section 3.3 of the Schedule of Exceptions, there are no options, warrants, or other rights to purchase any of the Company's authorized and unissued capital stock.
3.4. Financial Statements. The Company has delivered to the Purchasers its unaudited balance sheet and statement of operations for year ended December 31, 2021, and for the SIX (6) month period ended June 30, 2022 (the "Financial Statements"). The Financial Statements are correct in all material respects and present fairly the financial condition and operating results of the Company as of the date(s) and during the period(s) indicated therein. The Financial Statements have been prepared on a consistent basis throughout the period indicated, except as disclosed therein; provided, however, the unaudited Financial Statements do not contain additional financial statements and footnotes required under GAAP and are subject to normal year-end adjustments. Except as set forth in the Financial Statements, the Company has no material liabilities or obligations, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to June 30, 2022; (ii) obligations under contracts and commitments incurred in the ordinary course of business; and (iii) liabilities and obligations of a type or nature not required under generally accepted accounting principles to be reflected in the Financial Statements, which, in all such cases, individually and in the aggregate would not have a Material Adverse Effect. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles.
3.5. No Conflicts in Agreements. The Company is not in violation of its Certificate of Incorporation or its Bylaws as currently in effect, nor is the Company aware that it is in default in the performance or observance of any obligation, agreement, covenant, or condition contained in any contract, loan agreement, lease, note, or other instrument to which it is a party or by which it may be bound. Neither the authorization, execution, and delivery of this Agreement, nor the issuance and delivery of the Notes, will constitute or result in a material default or violation of any law or regulation applicable to the Company or any material term or provision of the Company's current Certificate of Incorporation or Bylaws.
3.6. Intellectual Property. For purposes of this Agreement, "Intellectual Property" shall mean all patents, patent applications, trademarks, service marks, trade names, copyrights, moral rights, maskworks, trade secrets, confidential and proprietary information, compositions of matter, formulae, designs, proprietary rights, know-how, and processes used in the business of the Company as it is currently conducted. All patents, registered trademarks, and registered copyrights (and applications therefor) included in such Intellectual Property and owned by the Company are set forth on Section 3.6 of the Schedule of Exceptions.
(a) Ownership. The Company has full title and ownership of, or has license to, all Intellectual Property that is necessary to enable it to carry on its business as now conducted or as presently proposed to be conducted in the Company's business plan, without, to its knowledge, any conflict with or infringement of the rights of others, except for such items as have yet to be conceived or developed or that are expected to be available for licensing on reasonable terms from third parties. To the Company's knowledge, no third party has any ownership right, title, interest, claim in, or lien on any of the Company's Intellectual Property, except for liens granted under license agreements granted in the ordinary course of business, and the Company has used commercially reasonable efforts to
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preserve its legal rights in, and the secrecy of, all its Intellectual Property, except those for which disclosure is required for legitimate business or legal reasons. With respect to Intellectual Property that is owned by the Company, all such Intellectual Property is owned free and clear of all mortgages, claims, liens, and encumbrances of every kind and nature whatsoever, except for license agreements granted in the ordinary course of business. All such patents, patent applications, trademarks, trademark registrations, trademark applications, and registered copyrights have been duly registered in, filed in, or issued by the United States Patent and Trademark Office, the United States Register of Copyrights, or the corresponding offices of other jurisdictions, and have been properly maintained and renewed in accordance with all applicable provisions of Law and administrative regulations of the United States and each such jurisdiction.
(b) No Infringement. To its knowledge, the Company has not violated or infringed, and is not currently violating or infringing, any Intellectual Property of any other person or entity. The Company has not received any communications alleging that the Company (or any of its employees or consultants) has violated or infringed or, by conducting its business as proposed, would violate or infringe, any Intellectual Property of any other person or entity. There exists no unexpired patent or, to the Company's knowledge, patent application that includes claims that would be infringed by or otherwise adversely affect, in any material respect, the products, activities, or business of the Company as currently conducted or as presently proposed to be conducted. To its knowledge, the Company is not making unauthorized use of any confidential information or trade secrets of any person, including, without limitation, any former employer of any past or present employee of the Company.
(c) No Breach by Employee. The Company is not aware that any employee or consultant of the Company is obligated under any agreement (including licenses, covenants, or commitments of any nature) or subject to any judgment, decree, or order of any court or administrative agency, or any other restriction that would interfere with his or her duties for the Company. The carrying on of the Company's business as currently conducted by the employees and contractors of the Company and the conduct of the Company's business as presently proposed, does not, to the Company's knowledge, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant, or instrument under which any of such employees or contractors or the Company is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any employees of the Company made prior to their employment by the Company that have not otherwise been assigned to the Company.
3.7. Title to Properties and Assets; Liens. Except as set forth on Section 3.7 of the Schedule of Exceptions, the Company has good title to all personal property owned by it, free and clear of any and all mortgages, claims, liens, encumbrances, and restrictions of every kind and nature whatsoever except for such mortgages, liens, claims, encumbrances, or restrictions that do not materially affect the value of such property. The Company does not own any real property. The Company has a valid leasehold interest in all personal property leased by it free of any encumbrances, security interests, or claims of any party other than the lessor.
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3.8. Litigation. There is no action, suit, or proceeding at law or in equity (“Action”) pending or, to the knowledge of the Company, threatened against the Company or any of its properties and assets or against any officer, director, or employee of the Company in his or her capacity as an officer, director, or employee of the Company, before any court or governmental commission, foreign or domestic; and, there is no such proceeding pending or, to the knowledge of the Company, threatened, in arbitration or before any administrative agency, nor has there occurred any event nor, to the knowledge of the Company, does there exist any condition on the basis of which any Action might be properly instituted or commenced. There is no judgment, consent decree, injunction, rule, or other judicial or administrative order outstanding against the Company or any of its properties and assets or against any officer, director, or employee of the Company, in his or her capacity as an officer, director, or employee of the Company. The Company is not a party to or subject to the provisions of any order, writ, injunction, judgment, or decree of any court or government agency or instrumentality and there is no Action by the Company currently pending or that the Company intends to initiate.
3.9. Compliance with Laws. The Company has complied in all material respects with, and is not in material violation of, any law, statute, regulation, rule, ordinance, or order (“Laws”) to which the Company, or its business, operations, employees, assets, or properties are or have been subject. No event has occurred and, to the knowledge of the Company, no circumstances exist that (with or without the passage of time or the giving of notice) may result in a violation of, conflict with, or failure on the part of the Company to comply with, any Law. The Company has not received written notice or, to its knowledge, any notice (written or otherwise), regarding any violation of, conflict with, or failure to comply with, any Law. The execution, delivery, and performance of this Agreements by the Company, and the sale, issuance, and delivery of the Notes pursuant hereto and of the issuance and delivery of any equity securities underlying the Notes, will not, with or without the passage of time or giving of notice, result in any such violation, or be in conflict with, or constitute a default under any Law.
3.10. Offering. Subject to the truth and accuracy of each of the Purchaser’s representations and warranties set forth in Section 4 hereof, the offer, sale, and issuance of the Notes, as provided in this Agreement, is and is intended to be: (i) exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) thereof or Regulation D promulgated thereunder; and (ii) registered, qualified, or exempt from the registration or qualification requirements of applicable state securities laws. Neither the Company nor, to the Company’s knowledge, anyone acting on its behalf has taken or hereafter will take any action that would cause the loss of such exemptions.
3.11. Insurance. The Company has property, casualty, and other insurance policies, with extended coverage, sufficient in amount to allow it to replace any of its material properties that might be damaged or destroyed, and such types and amounts of other insurance with respect to its business and properties, on both a per occurrence and an aggregate basis, in each case, as are customarily carried by persons engaged in the same or similar businesses as the Company. There is no default by the Company, or to its knowledge, by any insurance carrier of such policies, or event that could give rise to a default under any such policy.
3.12. Use of Proceeds. The Company shall use the proceeds of the sale of the Notes for the Company’s general working capital and corporate purposes.
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3.13. Disclosure. No representation or warranty by the Company contained in this Agreement or any Schedule or Exhibit hereto, or any certificate or other instrument referred to herein or otherwise furnished or to be furnished to the Purchasers or their counsel by the Company with respect to the transactions contemplated hereby, contains any untrue statement of a material fact or omits or will omit to state any material fact that is necessary to make the statements contained herein or therein not misleading in light of the circumstances in which they were made. There have been no events or transactions, or facts or information of which the Company has knowledge, that have not been disclosed herein or in a schedule hereto that have or could reasonably be expected to have a Material Adverse Effect.
Section 4. Representations, Warranties, and Covenants of the Purchasers. The Purchasers, severally and not jointly, hereby represent and warrant to the Company, as of each applicable Closing:
4.1. Purchase for Own Account. Purchaser understands that the Notes, and the underlying securities, have not been registered under the Act on the basis that no distribution or public offering is to be effected. Purchaser represents that it is acquiring the Notes, and the underlying securities, solely for its own account and beneficial interest for investment and not for sale or with a view to distribution of the Notes, and the underlying securities, or any part thereof.
4.2. Information and Sophistication. Purchaser hereby: (i) acknowledges that it has received all the information it has requested from the Company and it considers necessary or appropriate for deciding whether to acquire the Notes, and the underlying securities; (ii) represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Notes, and the underlying securities, and to obtain any additional information necessary to verify the accuracy of the information given to Purchaser; and (iii) further represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of this investment.
4.3. Ability to Bear Economic Risk. Purchaser acknowledges that investment in the Notes involves a high degree of risk, and represents that it is able, without materially impairing its financial condition, to hold the Notes, and the underlying securities, for an indefinite period of time and to suffer a complete loss of its investment. Attached to this Agreement as Exhibit D are descriptions of some material risk factors related to the Company, the Notes, or an investment in the Notes (the "Risk Factors"). Purchaser acknowledges having reviewed the Risk Factors and Purchaser has been offered the opportunity to ask such questions as Purchaser or its advisor may have regarding the Risk Factors. Purchaser understands and agrees that the Risk Factors are not an exclusive and all-encompassing description of all of the risks that Purchaser might assume in purchasing the Notes.
4.4. Accredited Investor Status. Purchaser is an "Accredited Investor" as such term is defined in Rule 501 promulgated under the Act.
4.5. Confidentiality. Purchaser recognizes and acknowledges that by reason of its relationship with the Company, it will have access to confidential information of the Company and its affiliates, including, without limitation, information and knowledge pertaining to products and services offered, inventions, innovations, designs, ideas, plans, trade secrets, proprietary
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information, advertising, distribution and sales methods and systems, sales and profit figures, customer and client lists, and relationships between the Company and its affiliates and dealers, customers, clients, suppliers, and others who have business dealings with the Company and its affiliates (“Confidential Information”). Purchaser acknowledges that such Confidential Information is a valuable and unique asset and covenants that it will not disclose any such Confidential Information to any person or entity for any reason whatsoever (except as its duties to the Company may require) without the prior written consent of the Board of Directors of the Company, unless such information is in the public domain through no fault of the Purchaser or except as may be required by law or an order of any court, agency, or proceeding to be disclosed; provided, the Purchaser shall provide the Company notice of any such required disclosure once the Purchaser has knowledge of it and will help the Company to the extent reasonable to obtain an appropriate protective order.
Section 5. Conditions to Closing.
5.1. Conditions to Purchaser’s Obligations. The obligations of a Purchaser under the Loan Documents are subject to the fulfillment on or before such Closing of each of the following conditions, which may be waived in writing by the Purchaser:
(a) Representations and Warranties. The representations and warranties of the Company contained in Section 3 shall be true in all material respects on and as of each Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing (except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date).
(b) Performance. The Company shall have performed and complied in all material respects with all agreements, obligations, and conditions contained in the Loan Documents that are required to be performed or complied with by it on or before such Closing.
(c) Loan Documents. The Company shall have duly executed and delivered to the Purchaser this Agreement and a Note.
5.2. Conditions to Obligations of the Company. The obligations of the Company under the Loan Documents with respect to each Purchaser are subject to the fulfillment on or before the Closing of each of the following conditions, which may be waived in writing by the Company:
(a) Representations and Warranties. The representations and warranties made by such Purchaser in Section 4 shall be true on and as of such Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing.
(b) Purchase Price. Each Purchaser shall have delivered to the Company the purchase price in respect of Purchaser’s Note being purchased by Purchaser set forth on Exhibit A attached hereto.
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Section 6. Miscellaneous.
6.1. Binding Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, expressed or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
6.2. Governing Law; Venue. The terms of this Agreement shall be construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflict of law principles that would result in the application of the laws of any other jurisdiction. Each Party hereby submits to the exclusive jurisdiction and venue of the federal or state courts, as the case may be, sitting in Allegheny County, Pennsylvania, in connection with any action arising under this Agreement.
6.3. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A facsimile, telecopy, or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding, and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as well as any facsimile, telecopy, or other reproduction hereof.
6.4. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
6.5. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) when sent by confirmed facsimile or e-mail confirmed by recipient if sent during normal business hours of the recipient, or if not, then on the next business day; (c) FIVE (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) the next business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Purchaser at the address set forth on signature pages to this Agreement and to the Company at the address set forth on the signature page to this Agreement, or at such other address as the Company or a Purchaser may designate by TEN (10) days advance written notice to the other parties hereto.
6.6. Amendment; Modification; Waiver. No amendment, modification, or waiver of any provision of this Agreement or consent to departure therefrom shall be effective unless in writing and approved by the Company, and the Purchasers holding at least a majority of the aggregate outstanding principal amount of the Notes issued pursuant to this Agreement (the "Requisite Purchasers"). Any amendment, modification, or waiver approved by the Company and the Requisite Purchasers shall be binding on all of the Purchasers.
6.7. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and
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the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.
6.8. Entire Agreement. This Agreement, the Exhibits and Schedules attached hereto, and the Loan Documents constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants, and agreements except as specifically set forth herein and therein.
6.9. Finder’s Fee. Each party represents that it neither is nor will be obligated for any finders’ fee or commission in connection with this transaction. Each Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s fee (and the costs and expenses of defending against such liability or asserted liability) for which such Purchaser or any of its officers, partners, employees, or representatives is responsible. The Company agrees to indemnify and to hold harmless each Purchaser from any liability for any commission or compensation in the nature of a finders’ fee (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, directors, employees, or representatives is responsible.
6.10. Expenses. At the Initial Closing, the Company shall pay all costs and expenses of [REDACTED], counsel to the Purchasers, with respect to the negotiation, execution, delivery, and performance of this Agreement, and the transactions contemplated hereby, in an amount not to exceed [REDACTED]
6.11. Survival of Warranties. Unless otherwise set forth in this Agreement, the representations and warranties of the Company and the Purchasers contained in or made pursuant to this Agreement shall survive until the date that is TWENTY-FOUR (24) months following the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of the Purchasers or the Company.
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IN WITNESS WHEREOF, the Company and the Purchasers have executed this Note Purchase Agreement as of the Effective Date.
COMPANY:
SHARP EDGE LABS, INC., a Delaware corporation
By: (signed) "Scott Sneddon"
Name: Scott Sneddon
Title: Chief Executive Officer
Address:
Sharp Edge Labs, Inc.
2403 Sidney St., Suite 264
Pittsburgh, PA 15203
Attn: CEO
[Signatures continued on next page]
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Signature page
IN WITNESS WHEREOF, the Company and the Purchasers have executed this Note Purchase Agreement as of the Effective Date.
PURCHASERS
NEWLIN INVESTMENT COMPANY 1, LLC, a
Florida limited liability company
By: _________
(signed) "William R. Newlin"
Name: William R. Newlin
Title: Manager
[REDACTED]
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Signature page
IN WITNESS WHEREOF, the Company and the Purchasers have executed this Note Purchase Agreement as of the Effective Date.
PURCHASERS
Sign: (signed) "John Rose"
Print Name: John Rose
[REDACTED]
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Signature page
IN WITNESS WHEREOF, the Company and the Purchasers have executed this Note Purchase Agreement as of the Effective Date.
PURCHASERS
BIOTECH GROWTH PARTNERS, LP, a
Delaware limited partnership
By: (signed) "John J. Hathaway"
Name: John J. Hathaway
Title: Managing Partner
E-mail: [REDACTRED]
[REDACTED]
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Signature page
IN WITNESS WHEREOF, the Company and the Purchasers have executed this Note Purchase Agreement as of the Effective Date.
PURCHASERS
Sign: (signed) "Garry Jacobson"
Print Name: Garry Jacobson
Address:
[REDACTED]
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IN WITNESS WHEREOF, the Company and the Purchasers have executed this Note Purchase Agreement as of the Effective Date.
PURCHASERS
RCJ INVESTMENTS, LLC
By: (signed) "Robert C. Jazwinski"
Name: Robert C. Jazwinski
Title: Manager
[REDACTED]
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Signature page
IN WITNESS WHEREOF, the Company and the Purchasers have executed this Note Purchase Agreement as of the Effective Date.
PURCHASERS
Sign: (signed) "Charles T. Cricks"
Print Name: Charles T. Cricks
Sign: (signed) "Kathleen Cricks"
Print Name: Kathleen Cricks
E-mail:
Address:
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Signature page
IN WITNESS WHEREOF, the Company and the Purchasers have executed this Note Purchase Agreement as of the Effective Date.
PURCHASERS
Sign: (signed) "Susan Pokorney"
Print Name: Susan Pokorney
[REDACTED]
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Signature page
IN WITNESS WHEREOF, the Company and the Purchasers have executed this Note Purchase Agreement as of the Effective Date.
PURCHASERS
Sign: (signed) "Brian McMaster"
Print Name: Brian McMaster
Sign: (signed) "Kathleen Strouse"
Print Name: Kathleen Strouse
[REDACTED]
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Signature page
IN WITNESS WHEREOF, the Company and the Purchasers have executed this Note Purchase Agreement as of the Effective Date.
PURCHASERS
Sign: (signed) "Nancy Succop"
Print Name: Nancy Succop
[REDACTED]
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