it
in good faith. The Collateral Agent may resign with 10 days' written notice to
Company and a successor Collateral Agent may be appointed by the Purchaser in
consultation with Company. On the acceptance of appointment as the successor
Collateral Agent, that successor Collateral Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the retiring
Collateral Agent under this Agreement, and the retiring Collateral Agent shall
thereupon be discharged from its duties and obligations under this Agreement.
After any retiring Collateral Agent's resignation, the provisions hereof shall
inure to its benefit as to any actions taken or omitted to be taken by it under
this Agreement while it was the Collateral Agent.
5.13 No Strict Construction. The language used in this Agreement will be deemed
to be the language chosen by the parties to express their mutual intent, and no
rules of strict construction will be applied against any party.
5.14 ENTIRE AGREEMENT; AMENDMENT. THIS AGREEMENT, TOGETHER WITH THE OTHER
TRANSACTION DOCUMENTS, SUPERSEDES ALL OTHER PRIOR ORAL OR WRITTEN AGREEMENTS
BETWEEN SECURED PARTY, THE DEBTORS, THEIR AFFILIATES AND PERSONS ACTING ON THEIR
BEHALF WITH RESPECT TO THE MATTERS DISCUSSED HEREIN, AND THIS AGREEMENT,
TOGETHER WITH THE OTHER TRANSACTION DOCUMENTS AND THE OTHER INSTRUMENTS
REFERENCED HEREIN AND THEREIN, CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES
WITH RESPECT TO THE MATTERS COVERED HEREIN AND THEREIN AND, EXCEPT AS
SPECIFICALLY SET FORTH HEREIN OR THEREIN, NEITHER THE SECURED PARTY NOR ANY
DEBTOR MAKES ANY REPRESENTATION, WARRANTY, COVENANT OR UNDERTAKING WITH RESPECT
TO SUCH MATTERS. AS OF THE DATE OF THIS AGREEMENT, THERE ARE NO UNWRITTEN
AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THE MATTERS DISCUSSED HEREIN. NO
PROVISION OF THIS AGREEMENT MAY BE AMENDED, MODIFIED OR SUPPLEMENTED OTHER THAN
BY AN INSTRUMENT IN WRITING SIGNED BY THE DEBTORS AND THE SECURED PARTY.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
-15-
IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be
duly executed and delivered as of the day and year first above written.
DEBTORS:
MEDITE CANCER DIAGNOSTICS, INC., a Delaware corporation
By: /s/ David E. Patterson
Name: David Patterson
Title: Chief Executive Officer
[INSERT OTHER DEBTORS]
-16-
SECURED PARTY:
GPB DEBT HOLDINGS II, LLC
By: /s/ David Gentile
Name: David Gentile
Title: Manager
Notice Address:
535 West 24th Street, Floor 4
New York, NY 10011
-17-
EXHIBIT A
Form of Joinder
Joinder to Security Agreement
The undersigned, ______________________________, hereby joins in the execution
of that certain Security Agreement dated as of September 26, 2017 (as amended,
restated, supplemented or otherwise modified from time to time, the "Security
Agreement") by Medite Cancer Diagnostics, Inc., a Delaware corporation, GPB Debt
Holdings II, LLC, a Delaware limited liability company, and each other Person
that becomes a Debtor or a Secured Party (as defined therein) thereunder after
the date thereof and hereof and pursuant to the terms thereof, to and in favor
of the Secured Party. By executing this Joinder, the undersigned hereby agrees