WWW.EXFILE.COM, INC. -- 888-775-4789 -- MATRITECH, INC. -- EXHIBIT 4.3 TO FORM 8-K


     

     

    EXHIBIT
      4.3



    AGREEMENT
      AND AMENDMENT OF CERTAIN OF THE 15% SECURED 

    CONVERTIBLE
      PROMISSORY NOTES DATED JANUARY 13, 2006 AND DATED 

    JANUARY
      22, 2007

    


    This
      Agreement and Amendment is executed and delivered on this ___ day of August
      2007
      by and among Matritech, Inc. (the “Borrower”) and the
      undersigned holders of (i) certain 15% Secured Convertible Promissory Notes
      issued by 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
      and
      previously amended on January 22, 2007 and July 27, 2007 (the “Series A
      Purchase Agreement”); and (ii) certain 15% Secured Convertible
      Promissory Notes issued by the Borrower on January 22, 2007 (the “Series
      B Notes”) pursuant to the Securities Purchase Agreement, dated as of
      January 22, 2007, by and among the Borrower and the purchasers party thereto
      and
      previously amended on July 27, 2007 (the “Series B Purchase
      Agreement”).  The undersigned holders of the Series A Notes
      shall be referred to as the “Series A Holders.”  The
      undersigned holders of the Series B Notes shall be referred to as the
“Series BHolders.”  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 and the Series B Purchase Agreement, respectively.

    


    WHEREAS,
      the Borrower will enter into an Asset Purchase Agreement (the “Asset
      Purchase Agreement”), by and among Inverness Medical Innovations, Inc.
      (“Inverness”), Milano Acquisition Corp., and the Borrower,
      dated on or around the date hereof, under which the Borrower will agree to
      sell
      substantially all of its assets to Milano Acquisition Corp., in exchange for
      an
      initial payment of shares of Inverness common stock valued at approximately
      $36
      million (the “Inverness Shares”); and

    


    WHEREAS,
      after the closing under the Asset Purchase Agreement (the “Asset
      Purchase Closing”), the Borrower intends to resell the Inverness Shares
      under a Form S-3 registration statement as soon as reasonably practicable in
      order to repay the amounts owed under the Series A Notes and the Series B Notes
      and to satisfy the Borrower’s other obligations.

    


    NOW,
      THEREFORE, for good and valuable consideration, the receipt and legal
      sufficiency of which is hereby acknowledged, the parties agree as
      follows:

    


    1.           This
      Agreement and Amendment shall amend only the outstanding Series A Notes held
      by
      the undersigned Series A Holders and shall amend only the outstanding Series
      B
      Notes held by the undersigned Series B Holders.  No holder of a Series
      A Note or a Series B Note who is not a signatory to this Agreement and Amendment
      shall be bound by, or receive the benefits of, this Agreement and
      Amendment.  No holder of both Series A Notes and Series B Notes may be
      a signatory to this Agreement and Amendment except to the extent the Agreement
      and Amendment is signed by such holder in its capacity as a holder of both
      the
      Series A Notes and the Series B Notes.

     

    2.           Each
      of the undersigned holders of Series A Notes and Series B Notes hereby agrees
      to
      not issue a Default Notice (as defined in the Series A Notes and the Series
      B
      Notes) for 

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    (a)
      any
      Event of Default occurring under Article VI.A(viii)(a) with respect to the
      consummation of the Asset Purchase Closing, (b) any Event of Default occurring
      under Article VI.A(i) with respect to non-payment of any Principal, Interest
      or
      other payment due or (c) any Event of Default occurring under Article
      VI.A(viii)(c) with respect to any failure to pay the holders of, or allowing
      an
      Event of Default to exist under, the Series A or Series B Notes or the
      Borrower’s Series A Convertible Preferred Stock until ten (10) business days
      after the later of (x) a Registration Statement on Form S-3 which registers
      the
      Inverness Shares for resale by the Borrower is declared effective by the
      Securities and Exchange Commission or (y) the date of the Asset Purchase Closing
      (collectively the “Payment Trigger Events”); provided, however,
      that the Holder need not forbear on issuance of a Default Notice for more than
      ninety (90) days after the date of the Asset Purchase Closing.  If any
      of the undersigned holders of the Series A Notes or the Series B Notes delivers
      a Default Notice to the Borrower before the later of the Payment Trigger Events,
      the Default Notice shall not be considered received by the Borrower until the
      later of such Payment Trigger Events.

    


    3.           In
      consideration for the agreement of the undersigned Series A Holders to forbear
      an issuance of a Default Notice and triggering a payment of the Default Amount
      (as defined in the Series A Notes), the Borrower agrees that, notwithstanding
      the date of payment in full to the undersigned Series A Holders of amounts
      due
      to them under the Series A Notes, the Borrower shall be obligated to pay the
      prepayment premium set forth in Article I.C of the Series A Notes as part of
      the
      payment in full due to the undersigned Series A Holders on the Series A Notes;
      provided, however, that the undersigned Series A Holders shall
      not under any circumstances become entitled to receive both the Default Amount
      and the prepayment premium.

    


    4.           In
      consideration for the agreement of the undersigned Series B Holders to forbear
      on issuance of a Default Notice and triggering a payment of the Default Amount
      (as defined in the Series B Notes), the Borrower agrees that, notwithstanding
      the date of payment in full to the undersigned Series B Holders of amounts
      due
      to them under the Series B Notes, the Borrower shall be obligated to pay the
      prepayment premium set forth in Article I.C of the Series B Notes as part of
      the
      payment in full due to the undersigned Series B Holders on the Series B Notes;
      provided, however, that the undersigned Series B Holders shall
      not under any circumstances become entitled to receive both the Default Amount
      and the prepayment premium.

    


    5.  In
      further consideration for the agreement of the undersigned Series B Holders
      to
      forbear on issuance of a Default Notice and triggering a payment of the Default
      Amount (as defined in the Series B Notes), the Borrower and the undersigned
      Series B Holders agree that:

    


    (a)           the
      last clause of Article VI.B of the Series B Notes held by the undersigned Series
      B Holders is hereby deleted in its entirety and replaced with the
      following:

    


    “
‘R’
means
      one hundred and twenty-five
      percent (125%)”.

    


    (b)            a
      new Article VI.D. is added to the Series B Notes held by the undersigned Series
      B Holders as follows:

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    “D.
      Accord with Prepayment Premium Provisions.  For the avoidance of
      doubt, if an Event of Default (as defined herein) were to occur and the Borrower
      were then to be required to pay the Holder the Default Amount, then the Borrower
      shall be relieved of any obligation to pay the Holder the Prepayment Premium
      described in Article I.C of this Note.”

     

    6.            Except
      as expressly set forth herein, (a) the original terms and conditions of the
      Series A Notes, as previously amended on January 22, 2007 and July 27, 2007,
      shall remain in full force and effect; (b) this Agreement and Amendment shall
      not be deemed to be a waiver, amendment or modification of, or consent to or
      departure from, any provision of the Series A Notes or to be a waiver of any
      Event of Default whether arising before or after the date hereof as a result
      of
      the transactions contemplated hereby; and (c) this Agreement and Amendment
      shall
      not preclude the future exercise of any right, remedy, power or privilege
      available to the undersigned Series A Holders whether under the Series A Notes
      or otherwise, and shall not be construed or deemed to be a satisfaction,
      novation, cure, modification, amendment or release of the Series A
      Notes.

    


    7.           Except
      as expressly set forth herein, (a) the original terms and conditions of the
      Series B Notes, as previously amended on July 27, 2007, shall remain in full
      force and effect; (b) this Agreement and Amendment shall not be deemed to be
      a
      waiver, amendment or modification of, or consent to or departure from, any
      provision of the Series B Notes or to be a waiver of any Event of Default
      whether arising before or after the date hereof as a result of the transactions
      contemplated hereby; and (c) this Agreement and Amendment shall not preclude
      the
      future exercise of any right, remedy, power or privilege available to the
      undersigned Series B Holders whether under the Series B Notes or otherwise,
      and
      shall not be construed or deemed to be a satisfaction, novation, cure,
      modification, amendment or release of the Series B Notes.

    


    8.           This
      Agreement and Amendment (a) constitutes the entire understanding of the parties
      with respect to the subject matter hereof, and any other prior agreements,
      whether written or oral, with respect hereto or thereto are expressly superseded
      hereby; (b) shall be governed by and construed in accordance with the laws
      of
      the State of Delaware without regard to principles of conflicts of laws; and
      (c)
      shall be binding upon and inure to the benefit of the successors and assigns
      of
      the Borrower and the undersigned Series A Holders and the undersigned Series
      B
      Holders.

    


    9.           This
      Agreement and Amendment may be executed in multiple counterparts, each of which
      shall be deemed an original (but as to each undersigned Holder such counterparts
      shall constitute one and the same instrument), and by facsimile transmission,
      which facsimile signatures shall be considered original executed
      counterparts.

    


    


    [Remainder
      of Page Intentionally Left Blank]

    
 

    
 

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, the undersigned Borrower and the undersigned Series A Holders
      and the Series B Holders have caused this Agreement and Amendment to be executed
      as of the day first above written.

     

     

    
      	 	
              Borrower:

              


              Matritech,
                Inc.

              


              By:
                _____________________________

              Name:                      Stephen
                D. Chubb

              Title:                      Chief
                Executive Officer 

            


    

    
      


    


     

     

     

     

     

     

     

     

     

    [Signature
      Page to Agreement and
      Amendment]

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, the undersigned Borrower and the undersigned Series A Holders
      and Series B Holders have caused this Agreement and Amendment to be executed
      as
      of the day first above written.

     

    
      
        	 	
                Holders:

                


                SDS
                  Capital Group SPC, Ltd., on behalf 

                of
                  its Class D segregated portfolio

                


                By:
                  ______________________________

                Name:
                  Steve Derby

                Title:    Director

                Series
                  A Notes Held: $1,323,333 principal

                Series
                  B Notes Held: $1,140,000 principal

                


                


                ProMed
                  Partners, L.P.

                


                By:
                  ______________________________

                Name:  David
                  B. Musket

                Title:    Managing
                  Director

                Series
                  A Notes Held: $131,476 principal

                Series
                  B Notes Held: $320,399 principal

                


                


                ProMed
                  Partners II, L.P.

                


                By:
                  ______________________________

                Name:  David
                  B. Musket

                Title:    Managing
                  Director

                Series
                  B Notes Held: $16,816 principal

                


                


                ProMed
                  Offshore Fund, Ltd.

                


                By:
                  ______________________________

                Name:  David
                  B. Musket

                Title:    Managing
                  Director

                Series
                  A Notes Held: $22,539 principal

                Series
                  B Notes Held: $48,072
                  principal

              


      

      
 

    

    [Signature
      Page to Agreement and
      Amendment]

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, the undersigned Borrower and the undersigned Series A Holders
      and Series B Holders have caused this Agreement and Amendment to be executed
      as
      of the day first above written.

    
       

      
        	 	
                ProMed
                  Offshore Fund II, Ltd.

                


                By:
                  ______________________________

                Name:
                  David B. Musket

                Title:   Managing
                  Director

                Series
                  A Notes Held: $835,569 principal

                Series
                  B Notes Held: $414,713 principal

                


                


                David
                  B. Musket, Individually

                


                


                _________________________________

                Series
                  A Notes Held:
                  $106,875 principal

                Series
                  B Notes Held:
                  $250,000 principal

                


                


                


                H&Q
                  Life Science Investors

                


                By:
                  ______________________________

                Name:

                Title:

                Series
                  A Notes Held: $1,583,333 principal

                Series
                  B Notes Held: $1,000,000 principal 

              


      

      
The
        term
        H&Q Life Sciences Investors is the designation of the Trustees for the time
        being under a Declaration of Trust dated February 20, 1992, as amended, and
        all
        persons dealing with H&Q Life Sciences Investors must look solely to the
        trust property for the enforcement of any claims against H&Q Life Sciences
        Investors, and neither the Trustees, officers nor shareholders assume any
        personal liability for the obligations entered into on behalf of H&Q Life
        Sciences Investors.

    

    


    


    
      	 	
              Bristol
                Investment Fund, Ltd.

               

              
                By:
                  ______________________________

                Name: 
                  Paul
                  Kessler

                Title: 
                  Director

                Series
                  A Notes Held: $271,973 principal

                Series
                  B Notes Held: $200,000
                  principal 

              

            


    

    
[Signature
      Page to Agreement and
      Amendment]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, the undersigned Borrower and the undersigned Series A Holders
      and Series B Holders have caused this Agreement and Amendment to be executed
      as
      of the day first above written.

     

    
 

    
      	 	
              Wanita,
                SA

               

              By:
                ______________________________

              Name:

              Title:

              Series
                A Notes Held:
                $197,917 principal

               

               

               

              Jochen
                Hertzke, Individually

               

               

              
                _________________________________

                
                  Series
                    A Notes Held:
                    $79,167 principal

                   

                   

                  
                    Sari
                      Sayhoun, Individually

                     

                    
                      _________________________________

                      
                        Series
                          A Notes Held:
                          $39,583 principal

                         

                         

                         

                        Twins Holding, Ltd.

                         

                        
                          By:
                            ______________________________

                          
                            Name:

                              Title:

                              Series A Notes Held: $39,583 principal

                               

                               

                              
                                Alpha
                                  Capital AG

                              

                               

                              
                                By:
                                  ______________________________

                                
                                  Name:

                                  
                                    Title:

                                    
                                      Series
                                        B Notes Held: $375,000
                                        principal

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
[Signature
      Page to Agreement and
      Amendment]

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, the undersigned Borrower and the undersigned Series A Holders
      and Series B Holders have caused this Agreement and Amendment to be executed
      as
      of the day first above written.

     

    
 

    
      	 	
              
                John
                  A. Friede, Individually

              

               

              _________________________________

              
                Series
                  B Notes Held:
                  $200,000 principal

              

               

              
                 

                 

                Prime
                  Capital Management Co.

              

               

              By:
                ______________________________

              Name:

              Title:

              Series
                B Notes Held:
                $150,000 principal

               

               

              
                Duck
                  Pond Partners, L.P.

              

               

              
                By:
                  ______________________________

                Name:

                Title:

                Series
                  B Notes Held:
                  $150,000 principal 

              

            


    

     

     

     

     

     

    [Signature
      Page to Agreement and Amendment]