Exhibit 4.1
Mutual Termination and Release
Agreement
This Mutual Termination and Release
Agreement (this “Agreement”) is made as of June 15,
2005 by and among Matritech, Inc. and the Investors signatory to
the Purchase Agreement dated March 4, 2005 (the “Purchase
Agreement”). The definitions in the Purchase Agreement shall
apply to this Agreement.
All of the parties to the Purchase
Agreement hereby agree as follows:
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1.
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The parties consent to the termination of all
obligations of each party to consummate and complete the Second
Closing.
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2.
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The parties further consent, upon full execution
of this Agreement, to (a) the further adjournment by Matritech,
Inc. of its Annual Meeting of Stockholders, currently adjourned to
June 24, 2005, to July 22, 2005 and (b) circulation by Matritech,
Inc. of additional proxy materials relative to Proposal 2 contained
in its Proxy Statement first mailed to Stockholders on or about
April 19, 2005 to enable stockholders to vote on a revised Proposal
2 in the form attached hereto as Exhibit A. The parties further
agree that the additional proxy materials will reflect that
Matritech’s Board of Directors makes no recommendation for or
against the revised Proposal 2. The members of the Board of
Directors and management of Matritech are released from any
obligation to recommend or vote for Proposal 2. Matritech agrees
that it will not actively oppose or solicit opposing votes on
Proposal
2.
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3.
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Each of the parties hereby releases, on behalf
of itself, its successors, assigns, affiliates, shareholders,
officers, directors, agents and employees (collectively the
“Releasor Parties”), and forever discharges each other
party and the placement agent for the Second Closing, Musket
Research Associates, Inc., their successors, assigns, affiliates,
shareholders, officers, directors, agents and employees
(collectively the “Released Parties”) of and from, as
it relates solely to the Second Closing and to the obligations of
Matritech regar
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