Unassociated Document


    

      Exhibit
10.17

       

      SECURITIES PURCHASE
AGREEMENT

       

      This
SECURITIES PURCHASE AGREEMENT (this “ Agreement ”) is dated as of February 26, 2010 by and among MEDPRO SAFETY PRODUCTS,
INC., a Nevada corporation (the “Company”),
and Vision Opportunity Master Fund, Ltd. with its principal offices at 20 West
55th
Street, 5th floor
New York, NY 10019 (the “Purchaser”).

       

      WHEREAS,
the Parties entered into a Note Purchase Agreement on February 8, 2010 whereby
the Company issued a note with a principal amount of $500,000 to Vision (the
“Prior
Note”).

       

      WHEREAS,
the Company desires to borrow an additional $350,000 from the Purchaser in
accordance with the terms herein and the Purchaser agrees to make such
loan.

       

      WHEREAS,
the Parties hereby wish to cancel the Prior Note in exchange for the Company
issuing a new Note and Warrants.

       

      NOW,
THEREFORE, in consideration of the covenants, promises and representations set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:

       

      ARTICLE
I

       

      Purchase
and Sale of Securities

       

      Section
1.1          Purchase
and Sale of Securities. Upon the following terms and conditions, (a) the
Company (the “Issuer”)
shall issue and sell to the Purchaser and the Purchaser shall purchase from the
Company, subject to the representations, warranties, and covenants, a 6%
promissory note (the “Note”)
in the principal amount of eight hundred and fifty thousand ($850,000.00) on the
date of this Agreement (the “Closing”).  The
Note shall be substantially in the form attached hereto as Exhibit
A.  The Company and the Purchaser are executing and delivering
this Agreement in accordance with and in reliance upon the exemption from
securities registration afforded by Section 4(2) of  the Securities
Act of 1933, as amended (the “ Securities
Act ”).

       

      Section
1.2          Warrants.
Upon the following terms and conditions and for no additional consideration, the
Purchaser shall be issued Warrants, in substantially the form attached hereto
as Exhibit
B (the “ Warrants ”)
to purchase two hundred and twelve thousand five hundred (212,500) shares of the
Company’s Common Stock.  Any shares of Common Stock issuable upon
exercise of the Warrants (and such shares when issued) are herein referred to as
the “ Warrant
Shares .” The Warrants shall have a five year term after their
issuance and shall have an initial exercise price equal to four dollars ($4.00)
per share.

       

      Section
1.3          Warrant Shares.
The Company has authorized and will reserve and covenants to continue to
reserve, free of preemptive rights and other similar contractual rights of
stockholders, as of the date hereof, such number of shares of Common Stock equal
to one hundred twenty percent (120%) of the number of shares of Common Stock as
shall from time to time be sufficient to effect the exercise of the Warrants
then outstanding. The Notes, the Warrants, and the Warrant Shares are sometimes
collectively referred to as the “Securities .”

       

      Section
1.4          Cancellation
of Prior Note.  Upon Closing, Vision will deliver to the
Company for cancellation the Prior Note.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      

       

      Section
1.5          Closing.
Subject to the terms and conditions hereof, at the Closing the Company shall
issue the Note in the principal amount of $850,000 and the Warrant, and the
Purchaser shall deliver by wire transfer funds in the amount of $350,000 and the
Prior Note, in consideration of and in express reliance upon the
representations, warranties, covenants, terms and conditions of this Agreement
(the “ Closing
”). The Notes and Warrants are sold and funded in a single closing
pursuant to terms of this Agreement and provided that the
Company and the Purchaser execute the signature pages hereto and to each of the
other Transaction Documents (as defined in Section 2.1(b)
hereof), and thereby agree to be bound by and subject to the terms and
conditions hereof and thereof.  The Closing shall take place at the
offices of  Vision Opportunity Master Fund, Ltd., 20 West 55th  Street,
5th  Floor,
New York, New York 10019, at 10:00 am New York time on the date of this
Agreement, or at such other date, time and place as the parties may mutually
agree.

       

      ARTICLE
II

       

      Representations
and Warranties

       

      Section
2.1          Representations
and Warranties of the Company.  The Issuer hereby represents
and warrants to the Purchaser, as of the date hereof and as of the Closing Date
(except as set forth on the Schedule of Exceptions attached hereto with each
numbered Schedule corresponding to the section number herein), as follows
(unless otherwise specifically stated herein this Section 2.1 to the contrary,
all references to the Company shall be deemed to refer collectively to the
Issuer):

       

      (a)           Organization, Good Standing
and Power. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Nevada and has the
requisite corporate power to own, lease and operate its properties and assets
and to conduct its business as it is now being conducted. Except as set forth on
Schedule 2.1(a), each of the Company is duly qualified as a foreign corporation
to do business and is in good standing in every jurisdiction in which the nature
of the business conducted or property owned by it makes such qualification
necessary except for any jurisdiction(s) (alone or in the aggregate) in which
the failure to be so qualified will not have a Material Adverse Effect on the
Company’s financial condition.

       

      (b)           Authorization;
Enforcement. The Company has the requisite corporate power and authority
to enter into and perform this Agreement (collectively, the “Transaction
Documents”) and to issue and sell the Notes in accordance with the terms
hereof. The execution, delivery and performance of the Transaction Documents by
the Company and the consummation by it of the transactions contemplated hereby
and thereby have been duly and validly authorized by all necessary corporate
action, and except as set forth on Schedule 2.1(b), no further consent or
authorization of the Company or its board of directors or stockholders is
required. This Agreement has been duly executed and delivered by the Company.
The other Transaction Documents will have been duly executed and delivered by
the Company at the Closing. Each of the Transaction Documents constitutes, or
shall constitute when executed and delivered, a valid and binding obligation of
the Company enforceable against the Company in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation, conservatorship, receivership or
similar laws relating to, or affecting generally the enforcement of, creditor’s
rights and remedies or by other equitable principles of general
application.

       

      (c)           Issuance
of Securities. The Notes and the Warrants to be issued at the
Closing have been duly authorized by all necessary corporate action and when
paid for or issued in accordance with the terms hereof, the Notes and Warrants
shall be validly issued and outstanding, free and clear of all liens,
encumbrances and rights of refusal of any kind.  When the Warrant
Shares are issued in accordance with the terms of this Agreement, such shares
will be duly authorized by all necessary corporate action and validly issued and
outstanding, fully paid and nonassessable, free and clear of all liens,
encumbrances and rights of refusal of any kind and the holders shall be entitled
to all rights accorded to a holder of Common Stock.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      (d) Commission Documents,
Financial Statements. Except as indicated on Schedule
2.1(c) , since December 28, 2007,
the Company has timely filed all reports, schedules, forms, statements
and other documents required to be filed by it with the United States Securities
and Exchange Commission (the “Commission”)
pursuant to the reporting requirements of the Securities Exchange Act of 1934,
as amended (the “Exchange
Act”), including material filed pursuant to Section 13(a) or 15(d) of the
Exchange Act (all of the foregoing including filings incorporated by reference
therein being referred to herein as the “Commission
Documents”). At the times of their respective filings, the Company has
complied in all material respects with the requirements of the Exchange Act and
the rules and regulations of the Commission promulgated thereunder and other
federal, state and local laws, rules and regulations applicable to such
documents, and, as of their respective dates, none of the Commission Documents
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. The financial statements of the Company included in the Commission
Documents comply as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the Commission or other
applicable rules and regulations with respect thereto. Such financial statements
have been prepared in accordance with United States generally accepted
accounting principles (“GAAP”)
applied on a consistent basis during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the notes thereto or (ii) in
the case of unaudited interim statements, to the extent they may not include
footnotes), and fairly present in all material respects the financial position
of the Company and its subsidiaries as of the dates thereof and the results of
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments).

       

       (e)          No Undisclosed Events or
Circumstances. No material event or circumstance has occurred or exists
with respect to the Company or its Subsidiaries or their respective businesses,
properties, prospects, operations or financial condition, which, under
applicable law, rule or regulation, requires public disclosure or announcement
by the Company but which has not been so publicly announced or
disclosed.

       

      ARTICLE
III

       

      Covenants

       

      The
Company covenants with each of the Purchasers as follows, which covenants are
for the benefit of each Purchaser and its permitted assignees (as defined
herein):

       

      Section
3.1          Securities
Compliance. The Company shall take all necessary action and proceedings
as may be required and permitted by applicable law, rule and regulation, for the
legal and valid issuance of the Notes, the Warrants, and the Warrant
Shares to the Purchasers or subsequent holders.

       

      Section
3.2          Board of
Directors. For avoidance of doubt, Vision’s right to nominate a board
member as set forth in Section 3.2 of the Note Purchase Agreement dated February
8, 2010 shall remain in full force and effect in spite of the cancellation of
the Prior Note.

       

      Section
3.3          Disposition
of Assets. So long as any Notes remain outstanding, neither the Company
nor any Subsidiary shall sell, transfer or otherwise dispose of any of its
properties, assets and rights including, without limitation, its software and
intellectual property, to any person except for (A) sales to customers in the
ordinary course of business; or (B) with the prior written consent of the
Purchaser.

       

      Section
3.4          Increase
in Liabilities. Unless the Company obtains written consent of the
Purchaser, the Company shall not guarantee, create or permit to exist any
Indebtedness or Contingent Obligations other than Permitted Indebtedness, until
the Note and the interest thereon has been repaid in their
entirety.


      
        
           


        

        
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      Section
3.5          Affiliate
and Related Party Transactions. Any transactions,
including but not limited to loans, leases, agreements, contracts, royalty
agreements, management or compensation contracts or arrangements or other
continuing transactions between (a) the Company or any Subsidiary on the one
hand, and (b) on the other hand, any officer, employee, consultant or director
of the Company, or any of its subsidiaries, or any person owning any capital
stock of the Company or any subsidiary or any member of the immediate family of
such officer, employee, consultant, director or stockholder or any corporation
or other entity controlled by such officer, employee, consultant, director or
stockholder, or a member of the immediate family of such officer, employee,
consultant, director or stockholder shall require the consent of the
Purchaser.  Purchaser acknowledges and
agrees that this section shall not apply to currently ongoing arrangements
between the Company and related parties, which have been previously disclosed to
Purchaser, such as with respect to air transportation.

       

      Section
3.6          Transfer
Agent Instructions. The Company shall issue irrevocable instructions to
its transfer agent, and any subsequent transfer agent, to issue certificates,
registered in the name of each Purchaser or its respective nominee(s), for the
Warrant Shares in such amounts as specified from time to time by each Purchaser
to the Company upon the exercise of the Warrants in the form
of Exhibit C attached hereto, with such modifications as the
transfer agent may require (the “Irrevocable
Transfer Agent Instructions”). Prior to registration of the Warrant
Shares under the Securities Act, all such certificates shall bear the
restrictive legend specified in Section 5.1 of this Agreement. The
Company warrants that no instruction other than the Irrevocable Transfer Agent
Instructions referred to in this Section 3.6 will be given by the
Company to its transfer agent and that and Warrant Shares shall otherwise be
freely transferable on the books and records of the Company as and to the extent
provided in this Agreement. If a Purchaser provides the Company with an opinion
of counsel, in a generally acceptable form, to the effect that a public sale,
assignment or transfer of the Warrant Shares  may be made
without registration under the Securities Act or the Purchaser provides the
Company with reasonable assurances that such Warrant Shares  can be sold
pursuant to Rule 144 without any restriction as to the number of securities
acquired as of a particular date that can then be immediately sold, the Company
shall permit the transfer, and, in the case of the Warrant Shares, promptly
instruct its transfer agent to issue one or more certificates in such name and
in such denominations as specified by such Purchaser and without any restrictive
legend. The Company acknowledges that a breach by it of its obligations under
this Section 3.6 will cause irreparable harm to the Purchasers by vitiating
the intent and purpose of the transaction contemplated hereby. Accordingly, the
Company acknowledges that the remedy at law for a breach of its obligations
under this Section 3.6 will be inadequate and agrees, in the event of
a breach or threatened breach by the Company of the provisions of this Section
3.6, that the Purchasers shall be entitled, in addition to all other available
remedies, to an order and/or injunction restraining any breach and requiring
immediate issuance and transfer, without the necessity of showing economic loss
and without any bond or other security being required.

       

      ARTICLE
IV

       

      Conditions

       

      Section
4.1          Conditions
Precedent to the Obligation of the Company to Sell the Notes. The
obligation hereunder of the Company to issue and sell the Notes to the
Purchasers at the Closing is subject to the satisfaction or waiver, at or before
the Closing, of each of the conditions set forth below. These conditions are for
the Company’s sole benefit and may be waived by the Company at any time in its
sole discretion.

       

      (a)           Performance by the
Purchasers. Each Purchaser shall have performed, satisfied and complied
in all respects with all covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by such Purchaser at or
prior to the Closing.

       

      (b)          Delivery of Purchase
Price. The Purchase Price for the Notes to be issued at the Closing has
been delivered to the Company.


      
        
           


        

        
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      (c)           Delivery of Transaction
Documents. The Transaction Documents have been duly executed and
delivered by the Purchasers to the Company.

       

      (c)           Delivery of Prior
Note. The Prior Note has been delivered by the Purchaser to the
Company.

       

      Section
4.2          Conditions
Precedent
to the Obligation of the Purchasers to Purchase the Notes. The obligation
hereunder of each Purchaser to acquire and pay for the Notes is subject to the
satisfaction or waiver, at or before the Closing, of each of the conditions set
forth below. These conditions are for each Purchaser’s sole benefit and may be
waived by such Purchaser at any time in its sole discretion.

       

      (a)           Accuracy of the Company’
s  Representations and warranties. Each of the representations
and warranties of the Company in this Agreement shall be true and correct in all
respects as of the date when made and as of the Closing Date, except for
representations and warranties that are expressly made as of a particular date,
which shall be true and correct in all respects as of such date.

       

      (b)          Performance by the
Company. The Company shall have performed, satisfied and complied in all
respects with all covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Company at or prior
to the Closing.

       

      (c)           Notes and Warrants.
The Company shall have executed and delivered to the Purchasers the certificates
(in such denominations as such Purchaser shall request) for the Notes and
Warrants being acquired by such Purchaser at the Closing (in such denominations
as such Purchaser shall request).

       

      (d)          Material Adverse
Effect. No Material Adverse Effect shall have occurred at or before the
Closing Date.

       

      ARTICLE
V

       

      Stock
Certificate Legend

       

      Section
5.1          Legend.
Each certificate representing the Warrants, and if appropriate, securities
issued upon the exercise thereof, shall be stamped or otherwise imprinted with a
legend substantially in the following form (in addition to any legend required
by applicable state securities or “blue sky” laws):

       

      THE
SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
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 SUCH SECURITIES MAY BE SOLD,
TRANSFERRED,  OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES
LAWS.


      
        
           


        

        
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      The
Company agrees to reissue certificates representing any of the Warrant Shares,
without the legend set forth above if at such time, prior to making any transfer
of any such securities, such holder thereof shall give written notice to the
Company describing the manner and terms of such transfer and removal as the
Company may reasonably request. Such proposed transfer and removal will not be
effected until: (a) either (i) the Company has received an opinion of counsel
reasonably satisfactory to the Company, to the effect that the registration of
the Warrant Shares  under the Securities Act is not required in
connection with such proposed transfer, (ii) a registration statement under the
Securities Act covering such proposed disposition has been filed by the Company
with the Commission and has become effective under the Securities Act, (iii) the
Company has received other evidence reasonably satisfactory to the Company that
such registration and qualification under the Securities Act and state
securities laws are not required, or (iv) the holder provides the Company with
reasonable assurances that such security can be sold pursuant to Rule 144 under
the Securities Act; and (b) either (i) the Company has received an opinion of
counsel reasonably satisfactory to the Company, to the effect that registration
or qualification under the securities or “blue sky” laws of any state is not
required in connection with such proposed disposition, or (ii) compliance with
applicable state securities or “blue sky” laws has been effected or a valid
exemption exists with respect thereto. The Company will respond to any such
notice from a holder within five (5) business days. In the case of any proposed
transfer under this Section 5.1 , the Company will use reasonable
efforts to comply with any such applicable state securities or “blue sky” laws,
but shall in no event be required, (x) to qualify to do business in any state
where it is not then qualified, (y) to take any action that would subject it to
tax or to the general service of process in any state where it is not then
subject, or (z) to comply with state securities or “blue sky” laws of any state
for which registration by coordination is unavailable to the Company. The
restrictions on transfer contained in this Section 5.1 shall be in
addition to, and not by way of limitation of, any other restrictions on transfer
contained in any other section of this Agreement. Whenever a certificate
representing the Warrant Shares  is required to be issued to a
Purchaser without a legend, in lieu of delivering physical certificates
representing the Warrant Shares  (provided that a registration
statement under the Securities Act providing for the resale of the Warrant
Shares  is then in effect), the Company shall cause its transfer agent
to electronically transmit the Warrant Shares  to a Purchaser by
crediting the account of such Purchaser or such Purchaser’s Prime Broker with
the Depository Trust Company (“ DTC ”) through
its Deposit Withdrawal Agent Commission (“ DWAC ”) system
(to the extent not inconsistent with any provisions of this
Agreement).

       

      ARTICLE
VI

       

      Indemnification

       

      Section
6.1          General
Indemnity. The Company agrees to indemnify and hold harmless the
Purchasers (and their respective directors, officers, managers, partners,
members, shareholders, affiliates, agents, attorneys, successors and assigns)
from and against any and all losses, liabilities, deficiencies, costs, damages
and expenses (including, without limitation, reasonable attorneys’ fees, charges
and disbursements) incurred by the Purchasers as a result of any inaccuracy in
or breach of the representations, warranties or covenants made by the Company
herein.

       

      Section
6.2          Indemnification
Procedure. Any party entitled to indemnification under this Article VI
(an “ indemnified party ”) will give written notice to the indemnifying party of
any matters giving rise to a claim for indemnification; provided that the failure of
any party entitled to indemnification hereunder to give notice as provided
herein shall not relieve the indemnifying party of its obligations under this
Article VI except to the extent that the indemnifying party is actually
prejudiced by such failure to give notice. In case any action, proceeding or
claim is brought against an indemnified party in respect of which
indemnification is sought hereunder, the indemnifying party shall be entitled to
participate in and, unless in the reasonable judgment of the indemnified party a
conflict of interest between it and the indemnifying party may exist with
respect of such action, proceeding or claim, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. In the event that the
indemnifying party advises an indemnified party that it will contest such a
claim for indemnification hereunder, or fails, within thirty (30) days of
receipt of any indemnification notice to notify, in writing, such person of its
election to defend, settle or compromise, at its sole cost and expense, any
action, proceeding or claim (or discontinues its defense at any time after it
commences such defense), then the indemnified party may, at its option, defend,
settle or otherwise compromise or pay such action or claim. In any event, unless
and until the indemnifying party elects in writing to assume and does so assume
the defense of any such claim, proceeding or action, the indemnified party’s
costs and expenses arising out of the defense, settlement or compromise of any
such action, claim or proceeding shall be losses subject to indemnification
hereunder. The indemnified party shall cooperate fully with the indemnifying
party in connection with any negotiation or defense of any such action or claim
by the indemnifying party and shall furnish to the indemnifying party all
information reasonably available to the indemnified party which relates to such
action or claim. The indemnifying party shall keep the indemnified party fully
apprised at all times as to the status of the defense or any settlement
negotiations with respect thereto. If the indemnifying party elects to defend
any such action or claim, then the indemnified party shall be entitled to
participate in such defense with counsel of its choice at its sole cost and
expense. The indemnifying party shall not be liable for any settlement of any
action, claim or proceeding effected without its prior written consent.
Notwithstanding anything in this Article VI to the contrary, the indemnifying
party shall not, without the indemnified party’s prior written consent, settle
or compromise any claim or consent to entry of any judgment in respect thereof
which imposes any future obligation on the indemnified party or which does not
include, as an unconditional term thereof, the giving by the claimant or the
plaintiff to the indemnified party of a release from all liability in respect of
such claim. The indemnification required by this Article VI shall be made by
periodic payments of the amount thereof during the course of investigation or
defense, as and when bills are received or expense, loss, damage or liability is
incurred, so long as the indemnified party irrevocably agrees to refund such
moneys if it is ultimately determined by a court of competent jurisdiction that
such party was not entitled to indemnification. The indemnity agreements
contained herein shall be in addition to (a) any cause of action or similar
rights of the indemnified party against the indemnifying party or others, and
(b) any liabilities the indemnifying party may be subject to pursuant to the
law.


      
        
           


        

        
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      ARTICLE
VII

       

      Miscellaneous

       

      Section
7.1          Specific
Enforcement. The Company and the Purchasers acknowledge and agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement or the other Transaction Documents were not performed in accordance
with their specific terms or were otherwise breached. It is accordingly agreed
that the parties shall be entitled to an injunction or injunctions to prevent or
cure breaches of the provisions of this Agreement and to enforce specifically
the terms and provisions hereof or thereof, this being in addition to any other
remedy to which any of them may be entitled by law or equity.

       

      Section
7.2          Entire
Agreement; Amendment. This Agreement and the Transaction Documents
contains the entire understanding and agreement of the parties with respect to
the matters covered hereby and, except as specifically set forth herein or in
the Transaction Documents, neither the Company nor any of the Purchasers makes
any representations, warranty, covenant or undertaking with respect to such
matters and they supersede all prior understandings and agreements with respect
to said subject matter, all of which are merged herein. No provision of this
Agreement may be waived or amended other than by a written instrument signed by
the Company and Purchaser, and no provision hereof may be waived other than by a
written instrument signed by the party against whom enforcement of any such
amendment or waiver is sought. No such amendment shall be effective to the
extent that it applies to less than all of the holders of the Notes then
outstanding. No consideration shall be offered or paid to any person to amend or
consent to a waiver or modification of any provision of any of the Transaction
Documents unless the same consideration is also offered to all of the parties to
the Transaction Documents or holders of the Notes, as the case may
be.

       

      Section
7.3          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 below (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 addresses for
such communications shall be:

       

      
        
          
            
              	
                      If
      to the Company:

                    	
                      MedPro Safety Products, Inc.

                      817 Winchester Road, Suite
    200

                    


            

          

        

      

       

      
        
           


        

        
          7

          
            

          

        

        
           


        

      

       

      
        
          
            
              
                	 
      	
                        Lexington, Kentucky 40505

                        Attention:
      Chief Executive Officer

                        Tel.
      No.: 859-225-5375

                        Fax
      No.: 859-225-5347

                      
	 
      	 
      
	
                        with
      copies to:

                      	
                        Frost Brown Todd LLC

                        250 W. Main Street, Suite 2800
      |

                        Lexington, KY 40507-1749

                        Tel. No.: 859.244.7517

                        Fax  No.  859.231.0011

                        Attn:  Paul E.
      Sullivan

                      
	 
      	 
      
	
                        If
      to any Purchaser:

                      	
                        At
      the address of such Purchaser set forth above

                      
	 
      	
                        Attn:
      Carl Kleidman

                      
	 
      	
                        Cc:
      Antti Uusiheimala

                      


              

            

             

          

        

      

       Any
party hereto may from time to time change its address for notices by giving at
least ten (10) days written notice of such changed address to the other parties
hereto.

       

      Section
7.4          Waivers.
No waiver by either party of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any other provisions, condition or
requirement hereof, nor shall any delay or omission of any party to exercise any
right hereunder in any manner impair the exercise of any such right accruing to
it thereafter.

       

      Section
7.5          Headings.
The article, section and subsection headings in this Agreement are for
convenience only and shall not constitute a part of this Agreement for any other
purpose and shall not be deemed to limit or affect any of the provisions
hereof.

       

      Section
7.6          Successors
and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and assigns.

       

      Section
7.7          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. The parties hereby agree that the
prevailing party in any suit, action or proceeding arising out of or relating to
this Agreement, shall be entitled to reimbursement for reasonable legal fees
from the non-prevailing party. The parties hereby waive all rights to a trial by
jury. Nothing in this Section 7.7 shall affect or limit any right to serve
process in any other manner permitted by law.

       

      Section
7.8           Survival.
The representations and warranties of the Company and the Purchasers shall
survive the execution and delivery hereof and the Closing
hereunder.

       

      Section
7.9          Counterparts.
This Agreement may be executed in any number of counterparts, each of which when
so executed shall be deemed to be an original and all of which taken together
shall constitute one and the same Agreement, and shall become effective when
counterparts have been signed by each party and delivered to the other parties
hereto, it being understood that all parties need not sign the same counterpart.
In the event that any signature is delivered by facsimile or electronic mail
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof.


      
        
           


        

        
          8

          
            

          

        

        
           


        

      

       

      Section
7.10        Publicity.
The Company agrees that it will not disclose, and will not include in any public
announcement, the name of the Purchasers without the consent of the Purchasers
unless and until such disclosure is required by law or applicable regulation,
and then only to the extent of such requirement.

       

      Section
7.11        Severability.
The provisions of this Agreement and the Transaction Documents are severable
and, in the event that any court of competent jurisdiction shall determine that
any one or more of the provisions or part of the provisions contained in this
Agreement or the Transaction Documents shall, for any reason, be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision or part of a provision of
this Agreement or the Transaction Documents and such provision shall be reformed
and construed as if such invalid or illegal or unenforceable provision, or part
of such provision, had never been contained herein, so that such provisions
would be valid, legal and enforceable to the maximum extent
possible.

       

      Section
7.12        Further
Assurances. From and after the date of this Agreement, upon the request
of any Purchaser or the Company, each of the Company and the Purchasers shall
execute and deliver such instrument, documents and other writings as may be
reasonably necessary or desirable to confirm and carry out and to effectuate
fully the intent and purposes of this Agreement, the Notes, and any other
Transaction Documents.

       

      Section
7.13         Definitions.

       

      “Contingent
Obligation” means, as to any Person, any direct or indirect liability,
contingent or otherwise, of that Person with respect to any indebtedness, lease,
agreement or other obligation of another Person if the primary purpose or intent
of the Person incurring such liability, or the primary effect thereof, is to
provide assurance to the obligee of such liability that such liability will be
paid or discharged, or that any agreements relating thereto will be complied
with, or that the holders of such liability will be protected (in whole or in
part) against loss with respect thereto

       

      “Indebtedness” shall
mean (a) any liabilities for borrowed money or amounts owed, whether
individually or in aggregate, in excess of $100,000 (other than trade accounts
payable incurred in the ordinary course of business), and (b) all guaranties
(including but not limited to security interests), endorsements and other
Contingent Obligations (as defined below) in respect of Indebtedness of others,
whether or not the same are or should be reflected in the Company’s balance
sheet (or the notes thereto), except guaranties by endorsement of negotiable
instruments for deposit or collection or similar transactions in the ordinary
course of business.

       

      “Material Adverse
Effect” means any material adverse effect on the business, operations,
properties, prospects or financial condition of the Company and its
subsidiaries, taken as a whole, and/or any condition, circumstance, or situation
that would prohibit or otherwise impair the ability of the Company to perform
any of its obligations under this Agreement in any material respect; provided, however, that any
adverse effect that that is caused primarily by conditions generally affecting
the U.S. economy shall be deemed not to be a Material Adverse
Effect.

       

      “Obligations” shall
mean all advances, liabilities and obligations for the payment of monetary
amounts owing by Company to the Purchasers arising under this Agreement or the
Transaction Documents including without limitation all fees, charges, claims,
expenses, attorneys’ fees and any other sum chargeable to the Company under this
Agreement or the Transaction Documents.


      
        
           


        

        
          9

          
            

          

        

        
           


        

      

       

      “Permitted
Indebtedness” shall mean (a) the Company’s indebtedness as of the date of
this Agreement and Obligations; (b) indebtedness to trade creditors incurred in
the ordinary course of business; (c) indebtedness secured by Permitted Liens;
(d) extensions, refinancings, modifications, amendments and restatements of any
items of Permitted Indebtedness (a) through (c) above, provided that, without
the express consent of the Purchaser, the principal amount thereof is not
increased, the security interest (if applicable) is not expanded and the terms
thereof are generally not modified to materially increase the liabilities of the
Company or its Subsidiaries; and (e) any additional indebtedness with
Purchaser’s prior written approval. Notwithstanding anything above, the Company
shall have the right to replace the term loans from the Fifth Third by means of
additional debt financing.

       

      “Permitted Liens” are:
(a) liens existing on the date of this Agreement or arising under this
Agreement; (b) liens for taxes, fees, assessments or other government charges or
levies, either not delinquent or being contested in good faith and for which
Borrower maintains adequate reserves on its books; (c) purchase money liens (i)
on equipment acquired or held by the Company or its Subsidiaries incurred for
financing the acquisition of the equipment, or (ii) existing on equipment when
acquired, if the lien is confined to such equipment and the proceeds of the
equipment; (d) liens incurred in the extension, renewal or refinancing of the
indebtedness secured by liens described in (a) through (d), but any extension,
renewal or replacement lien must be limited to the property encumbered by the
existing lien and the principal amount of the indebtedness may not
increase.

       

      “Subsidiary” shall
mean any corporation or other entity of which at least a majority of the
securities or other ownership interest having ordinary voting power (absolutely
or contingently) for the election of directors or other persons performing
similar functions are at the time owned directly or indirectly by the Company
and/or any of its other Subsidiaries. All of the outstanding shares of capital
stock of each Subsidiary have been duly authorized and validly issued, and are
fully paid and nonassessable. There are no outstanding preemptive, conversion or
other rights, options, warrant or agreements granted or issued by or binding
upon any Subsidiary for the purchase or acquisition of any shares of capital
stock of any Subsidiary or any other securities convertible into, exchangeable
for or evidencing the rights to subscribe for any shares of such capital stock.
Neither the Company nor any Subsidiary is subject to any obligation (contingent
or otherwise) to repurchase or otherwise acquire or retire any shares of the
capital stock of any Subsidiary or any convertible securities, rights, warrant
or options of the type described in the preceding sentence. Neither the Company
nor any Subsidiary is party to, nor has any knowledge of, any agreement
restricting the voting or transfer of any shares of the capital stock of any
Subsidiary.

       

      [
remainder of page intentionally left blank ]

       

      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officer as of the date first above
written.


       

      
        
          
            
              
                	
                        MEDPRO
      SAFETY PRODUCTS, INC.

                      
	 
      	 
      
	
                        By:

                      	
                          /s/
      W. Craig Turner

                      
	 
      	
                        Name:
      W. Craig Turner

                      
	 
      	
                        Title:   Chairman
      and Chief Executive Officer

                      
	 
      	 
      
	
                        VISION
      OPPORTUNITY MASTER FUND, LTD .

                      
	 
      	 
      
	
                        By:   

                      	
                         /s/
      Adam Benowitz  

                      
	 
      	
                        Name:
      Adam Benowitz

                      
	 
      	
                        Title:
      Director

                      


              

            

          

        

      

       

      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      Schedule
A


       

      
        
          
            
              
                
                  
                    	
                            Closing

                          	 
      	
                            Name and Address 

                            of the Purchaser

                          	 
      	
                            Purchase

                            Price

                          	 
      	
                            Notes & Warrants Purchased

                          
	
                            Closing

                          	 
      	
                            Vision
      Opportunity Master Fund, Ltd.

                            c/o
      Vision Capital Advisors, LLC

                            20
      West 55 th Street, 5th
      floor

                            New
      York, NY 10019

                          	 
      	$	
                            350,000

                          	 
      	
                            $850,000
      principal amount of the Note

                            212,500
      warrants (exercisable at
$4.00)

                          


                  

                

              

            

          

        

      


      
        
           


        

        
          12

          
            

          

        

        
           


        

      

       

      EXHIBIT
A

      to
the

      SECURITIES
PURCHASE AGREEMENT FOR

      MEDPRO
SAFETY PRODUCTS, INC.


       

      FORM OF
NOTE


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      EXHIBIT
B

      to
the

      SECURITIES
PURCHASE AGREEMENT FOR

      MEDPRO
SAFETY PRODUCTS, INC.


       

      FORM
OFWARRANT


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      EXHIBIT
C

      to
the

      SECURITIES
PURCHASE AGREEMENT FOR

      MEDPRO
SAFETY PRODUCTS, INC.

       

      FORM OF
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

       

      [ NAME
AND ADDRESS OF TRANSFER AGENT ]

      Attn:
____________________________

       

      Re:   MEDPRO
SAFETY PRODUCTS, INC.

       

      Ladies
and Gentlemen:

       

      Reference
is made to that certain Securities Purchase Agreement (the
“ Purchase Agreement ”), dated as of February 26, 2010, by and among
MEDPRO SAFETY PRODUCTS, INC., a Nevada corporation (the “ Company ”),
and the purchasers named therein (collectively, the “ Purchasers ”)
pursuant to which the Company is issuing to the Purchaser the Notes and
Warrants to purchase shares of the Company’s common stock, par value $0.001
per share (the “ Common Stock ”). This letter shall serve as our
irrevocable authorization and direction to you provided that you are the
transfer agent of the Company at such time) to issue shares of Common Stock upon
the exercise of the Warrants (the “Warrant Shares”) to
or upon the order of a Purchaser from time to time upon (i) surrender to you of
a properly completed and duly executed Exercise Notice, (ii) a copy of the
Warrants (with the original Warrants delivered to the Company) being exercised
(or, in each case, an indemnification undertaking with respect to such share
certificates or the warrants in the case of their loss, theft or destruction),
and (iii) delivery of a treasury order or other appropriate order duly executed
by a duly authorized officer of the Company. So long as you have previously
received (x) written confirmation from counsel to the Company that a
registration statement covering resales of the Warrant Shares, as applicable,
has been declared effective by the Securities and Exchange Commission (the
“ SEC ”) under the Securities Act of 1933, as amended (the “ 1933
Act ”), and no subsequent notice by the Company or its counsel of the
suspension or termination of its effectiveness and (y) a copy of such
registration statement, and if the Purchaser represents in writing that the
Warrant Shares, as the case may be, were sold pursuant to the Registration
Statement, then certificates representing the Warrant Shares, as the case may
be, shall not bear any legend restricting transfer of the Warrant Shares , as the case
may be, thereby and should not be subject to any stop-transfer restriction.
Provided, however, that if you have not previously received those items and
representations listed above, then the certificates for the Warrant Shares shall
bear the following legend:


       

      “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
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 SUCH SECURITIES MAY BE SOLD,
TRANSFERRED,  OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES
LAWS.”

       

      and,
provided further, that the Company may from time to time notify you to place
stop-transfer restrictions on the certificates for the Warrant Shares in the
event a registration statement covering the Warrant Shares  is subject to
amendment for events then current.

       

      Please be
advised that the Purchaser is relying upon this letter as an inducement to enter
into the Purchase Agreement and, accordingly, each Purchaser is a third party
beneficiary to these instructions.


      
        
           


        

        
          15

          
            

          

        

        
           


        

      

       

      Please
execute this letter in the space indicated to acknowledge your agreement to act
in accordance with these instructions. Should you have any questions concerning
this matter, please contact me at ___________.


       

      
        
          
            	
                    Very
      truly yours,

                  
	 
      
	
                    MEDPRO
      SAFETY PRODUCTS, INC.

                  
	 
      	 
      
	
                    By:  

                  	  
      
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  


          

        

      

       

      
        
          
            	
                    ACKNOWLEDGED
      AND AGREED:

                  
	 
      
	
                    [ TRANSFER
      AGENT ]

                  
	 
      
	
                    By:  

                  	 
      
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  
	 
      	
                    Date:

                  


          

        

      

       

      
        
           


        

        
          16