EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2003 • Med-Design Corp • Surgical & medical instruments & apparatus • California
LICENSE AGREEMENT -----------------License Agreement • March 23rd, 2001 • Med-Design Corp • Surgical & medical instruments & apparatus
ANDWarrant Agreement • February 7th, 1997 • Med-Design Corp • Surgical & medical instruments & apparatus • New York
Exhibit 2.1 Asset Purchase AgreementAsset Purchase Agreement • April 15th, 2004 • Med-Design Corp • Surgical & medical instruments & apparatus • California
ARTICLE I DEFINITIONSStock Option Agreement • March 31st, 1998 • Med-Design Corp • Surgical & medical instruments & apparatus • Delaware
EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of May 15, 2002 (the "Effective Date") by and between The Med-Design Corporation, a Delaware corporation, and its subsidiaries and affiliates (the...Employment Agreement • March 12th, 2004 • Med-Design Corp • Surgical & medical instruments & apparatus • California
EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT is made and entered into this 1st day of April, 2001, by and between THE MED-DESIGN CORPORATION, a Delaware corporation and Med-Design Research Limited, a California Corporation which...Employment Agreement • August 2nd, 2001 • Med-Design Corp • Surgical & medical instruments & apparatus • California
RECITALSVoting Agreement • November 22nd, 2005 • Med-Design Corp • Surgical & medical instruments & apparatus • Delaware
EXHIBIT 10.41 FOURTH AMENDMENT TO LOAN AGREEMENTS This Amendment to certain Business Loan Agreements is executed this 14th day of November, 1996 by and among MDC Investment Holdings, Inc. ("MDC"), The Med-Design Corporation ("Med- Design") and MDC...Med-Design Corp • March 27th, 1997 • Surgical & medical instruments & apparatus • Pennsylvania
THE MED-DESIGN CORPORATION REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is entered into as of the Closing Date (as defined herein) by and among The Med-Design Corporation, a Delaware...Registration Rights Agreement • April 2nd, 1999 • Med-Design Corp • Surgical & medical instruments & apparatus • Pennsylvania
LUTHER/ALLIANCE EXCLUSIVE MASTER SALES & DISTRIBUTION AGREEMENTDistribution Agreement • March 31st, 2005 • Med-Design Corp • Surgical & medical instruments & apparatus • California
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made and entered into this 25th day of April, 2000, by and between THE MED-DESIGN CORPORATION, a Delaware corporation and Med-Design Research, Limited a California Corporation which is a wholly owned...Employment Agreement • November 2nd, 2000 • Med-Design Corp • Surgical & medical instruments & apparatus • California
ADDENDUM NUMBER TWO TO DEVELOPMENT AND LICENSING AGREEMENT FOR SAFETY "SELDINGER" NEEDLE DEVICEDevelopment and Licensing Agreement • January 3rd, 2005 • Med-Design Corp • Surgical & medical instruments & apparatus
EXHIBIT 1.01 Placement Agent Agreement dated as of January 8, 1997 by and between The Med-Design Corporation ("MDC") and Fine Equities, Inc. ("Fine") PLACEMENT AGENT AGREEMENT Dated as of: January 8, 1997 Fine Equities, Inc. 551 Fifth Avenue, Suite...Placement Agent Agreement • February 7th, 1997 • Med-Design Corp • Surgical & medical instruments & apparatus • New York
WITNESSETHLicense Agreement • April 2nd, 1999 • Med-Design Corp • Surgical & medical instruments & apparatus
RECITALSManufacturing Agreement • March 31st, 2005 • Med-Design Corp • Surgical & medical instruments & apparatus • California
BACKGROUNDRegistration Rights Agreement • April 2nd, 1999 • Med-Design Corp • Surgical & medical instruments & apparatus • Delaware
RECITALSAgreement and Plan of Merger and Reorganization • November 22nd, 2005 • Med-Design Corp • Surgical & medical instruments & apparatus • Delaware
WITNESSETH:Note and Pledge Agreement • May 8th, 2002 • Med-Design Corp • Surgical & medical instruments & apparatus • Pennsylvania
October 6, 2003 FIRST AMENDMENT TO THE A.I.R. STANDARD IDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE -NET DATED JUNE 19,1995 BETWEEN MOEN DEVELOPMENT, LESSOR, AND MDC RESEARCH LIMITED, A CALIFORNIA CORPORATION, A WHOLLY OWNED SUBSIDIARY OF THE MED-DESIGN...Med-Design Corp • March 31st, 2005 • Surgical & medical instruments & apparatus
AGREEMENTAgreement • March 31st, 1998 • Med-Design Corp • Surgical & medical instruments & apparatus • Pennsylvania
EXHIBIT 99.01 Private Placement Memorandum dated as of January 8, 1997 relating to the offering of the Common Stock NAME OF OFFEREE:_____________________ MEMORANDUM NUMBER:_____________________ THE MED-DESIGN CORPORATION OFFERING OF $5,000,000 OF...Med-Design Corp • February 7th, 1997 • Surgical & medical instruments & apparatus
ADDENDUM TO LICENSE AGREEMENT This Addendum to License Agreement (hereinafter "ADDENDUM"), entered into as of this __ day of December, 1999, supplements the License Agreement (hereinafter referred to as "AGREEMENT"), dated December 11, 1998, by and...Addendum to License Agreement • March 7th, 2000 • Med-Design Corp • Surgical & medical instruments & apparatus
SECTION 1.Med-Design Corp • February 7th, 1997 • Surgical & medical instruments & apparatus • New York
Exhibit 10.12 SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE WHEREAS James Donegan ("Executive") has been employed by The Med-Design Corporation (the "Company"), but wishes to resign his employments as CEO and President of the Company, as well...Separation of Employment Agreement • March 31st, 2005 • Med-Design Corp • Surgical & medical instruments & apparatus • California
Extension to Employment Agreement This Agreement entered into on the 17th day of October, 2003 by and between The Med-Design Corporation a publicly traded Delaware Corporation and David Dowsett an individual. WHEREAS, David Dowsett and The Med-Design...Extension to Employment Agreement • March 12th, 2004 • Med-Design Corp • Surgical & medical instruments & apparatus • Pennsylvania
Date Shares for Which the Warrant is Exercisable ---- ------------------------------------------- April 25, 2000 33,000 April 25, 2001 33,000Med-Design Corp • March 23rd, 2001 • Surgical & medical instruments & apparatus • Delaware
Second Addendum to License Agreement This Second Addendum to License Agreement (hereinafter "Second Addendum") entered into as of this 25th day of January, 2000 supplements the License Agreement (hereinafter referred to as the "Agreement") dated...License Agreement • March 7th, 2000 • Med-Design Corp • Surgical & medical instruments & apparatus
FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONThe Agreement and Plan of Merger and Reorganization • March 7th, 2006 • Med-Design Corp • Surgical & medical instruments & apparatus • Delaware
This First Amendment (the “Amendment”) to the Agreement and Plan of Merger and Reorganization dated November 21, 2005 (the “Agreement”) is made and entered into as of March 6, 2006, by and among: Specialized Health Products International, Inc., a Delaware corporation (“Parent”); Mammoth Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); Mammoth Acquisition Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“LLC”); and The Med-Design Corporation, a Delaware corporation (the “Company”).
