EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of _____________ ___, 2006, by and among Diomed Holdings, Inc., a Delaware corporation (the "Company"), and the purchasers...Registration Rights Agreement • August 1st, 2006 • Diomed Holdings Inc • Surgical & medical instruments & apparatus
RECITALSEscrow Agreement • February 14th, 2002 • Diomed Holdings Inc • Services-prepackaged software • New York
EXECUTION FORM PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement"), dated as of July 23, 2003, between Diomed, Inc. (the "Purchaser"), a Delaware corporation, and Robert Min, M.D. (the "Seller"). Capitalized terms used in this Agreement...Purchase Agreement • September 10th, 2003 • Diomed Holdings Inc • Surgical & medical instruments & apparatus • New York
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of July 27, 2006 among Diomed Holdings, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages...Securities Purchase Agreement • August 1st, 2006 • Diomed Holdings Inc • Surgical & medical instruments & apparatus • New York
Execution Form REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of September 30, 2005, by and among Diomed Holdings, Inc., a Delaware corporation (the "Company"), and the purchasers...Registration Rights Agreement • October 4th, 2005 • Diomed Holdings Inc • Surgical & medical instruments & apparatus
WITNESSETHAssignment and Assumption Agreement • February 25th, 2002 • Diomed Holdings Inc • Services-prepackaged software • New York
EXHIBIT 10.1 NAME OF SUBSCRIBER:__________________________________________ To: PASHLETH INVESTMENTS LTD. #5 - 4360 Agar Drive Richmond, British Columbia V7B 1A3 SUBSCRIPTION AGREEMENT This Subscription Agreement (the "SUBSCRIPTION AGREEMENT") is being...Subscription Agreement • February 14th, 2002 • Diomed Holdings Inc • Services-prepackaged software • New York
Exhibit 10.8 SECOND AMENDED AND RESTATED PLEDGE AGREEMENT THIS SECOND AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of August 29, 2003 (this "AGREEMENT"), is made by DIOMED, INC., a Delaware corporation (the "PLEDGOR"), in favor of GIBRALT US, INC.,...Pledge Agreement • September 10th, 2003 • Diomed Holdings Inc • Surgical & medical instruments & apparatus • New York
Execution Form AMENDMENT TO FIRST EXCHANGE AGREEMENT THIS AMENDMENT TO FIRST EXCHANGE AGREEMENT (this "Amendment"), is dated as of May 28, 2003 and amends the Exchange Agreement (the "First Exchange Agreement"), dated as April 22, 2003, into by and...Exchange Agreement • December 3rd, 2003 • Diomed Holdings Inc • Surgical & medical instruments & apparatus
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "AGREEMENT") is made as of August 8, 2003 by and among Diomed Holdings, Inc., a Delaware corporation (the "COMPANY"), and the purchasers listed on Schedule 1 as...Securities Purchase Agreement • September 10th, 2003 • Diomed Holdings Inc • Surgical & medical instruments & apparatus • New York
Execution Form SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (this "Agreement"), dated as of September 30, 2005, is entered into by and among Diomed Holdings, Inc., a Delaware corporation, with headquarters located at One Dundee Park,...Share Exchange Agreement • October 4th, 2005 • Diomed Holdings Inc • Surgical & medical instruments & apparatus • New York
EXHIBIT 10.6 February __, 2002 Natexco Corporation 3255 Norfolk Road Victoria, British Columbia Canada V8R 6H5 Re: LOCK-UP OF SHARES Ladies and Gentlemen: Reference is made to that certain Subscription Agreement dated as of ______________, 2002 (the...Lock-Up Agreement • February 14th, 2002 • Diomed Holdings Inc • Services-prepackaged software
Reference is made to that certain Subscription Agreement dated as of ______________, 2002 (the "SUBSCRIPTION AGREEMENT"), by and between Pashleth Investments Ltd., as the subscription agent acting on behalf of Natexco Corporation (the "COMPANY") and the undersigned (the "UNDERSIGNED"), pursuant to which the Undersigned subscribed for ______________ shares of common stock of the Company (the "COMMON STOCK") for an aggregate purchase price of $______________, in anticipation of the contemplated merger (the "MERGER") of the Company's wholly-owned subsidiary Diomed Acquisition Corp., with and into Diomed, Inc.
Exhibit 10.5 to 8-K [Letterhead of Diomed] February 15, 2005 Mr. John Welch c/o Diomed Holdings, Inc. One Dundee Park Andover, MA 01810 Dear John: This letter refers to the letter agreement (the "Letter Agreement"), dated September 9, 2002, between...Severance Agreement • February 18th, 2005 • Diomed Holdings Inc • Surgical & medical instruments & apparatus
September 30, 2003 Verus Support Services, Inc. 520 Madison Avenue New York, NY 10022 Attention: Ajmal Khan Re: Agreement dated December 21, 2001 Dear Mr. Khan: Reference is made to the Consulting Services Agreement, dated December 21, 2001, and to...Consulting Services Agreement • November 10th, 2003 • Diomed Holdings Inc • Surgical & medical instruments & apparatus • New York
EXECUTION VERSION LICENSE AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into as of July 11, 2003, by and between: ENDOLASER ASSOCIATES, L.L.C., a Delaware limited liability company having its principal place of business at c/o Luis...License Agreement • September 10th, 2003 • Diomed Holdings Inc • Surgical & medical instruments & apparatus • New York
AMENDMENT TO SECOND AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • December 3rd, 2003 • Diomed Holdings Inc • Surgical & medical instruments & apparatus
Exhibit 10.4 INVESTORS' RIGHTS AGREEMENT THIS INVESTORS' RIGHTS AGREEMENT (this "Agreement") is made as of _________ ___, 2003, by and among DIOMED HOLDINGS, INC. (the "Company"), a Delaware corporation, and each of the Investors signatory to the...Investors' Rights Agreement • September 10th, 2003 • Diomed Holdings Inc • Surgical & medical instruments & apparatus • New York
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Securities Agreement • October 3rd, 2006 • Diomed Holdings Inc • Surgical & medical instruments & apparatus
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • February 14th, 2002 • Diomed Holdings Inc • Services-prepackaged software • New York
EXHIBIT 10.5 [LETTERHEAD OF DIOMED] EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of the 1st day of July, 2001 between Diomed, Inc., a Delaware corporation (the "Company"), and Peter Klein (the "Employee"). WHEREAS, the Company desires to employ...Employment Agreement • February 14th, 2002 • Diomed Holdings Inc • Services-prepackaged software • Massachusetts
Exhibit 10.7 STOCKHOLDERS' AGREEMENT THIS STOCKHOLDERS' AGREEMENT (this "Agreement") is made as of _____________ ____, 2003 by and among Diomed Holdings, Inc. (the "Company"), a Delaware corporation, Gibralt US, Inc. ("Gibralt US"), a Colorado...Stockholders' Agreement • September 10th, 2003 • Diomed Holdings Inc • Surgical & medical instruments & apparatus • New York
EXHIBIT 10.6 September 20, 2005 Mr. David B. Swank Chief Financial Officer Diomed Holdings, Inc. One Dundee Park P.O. Box 97 Andover, MA 01810 Dear David: Roth Capital Partners, LLC ("we," "us" or "RCP") is pleased to act as financial advisor and...Financial Advisory Agreement • October 4th, 2005 • Diomed Holdings Inc • Surgical & medical instruments & apparatus • New York
Exhibit 10.9 ------------ HRI SUBLICENSE AGREEMENT THIS AGREEMENT (this "Agreement") is made and entered into this 8th day of November, 2000, BETWEEN: QLT INC., a company duly constituted under the British Columbia Company Act having its principal...Sublicense Agreement • October 24th, 2002 • Diomed Holdings Inc • Surgical & medical instruments & apparatus • New York
Execution Form SECOND AMENDED AND RESTATED SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED SECURITY AGREEMENT, dated as of May 28, 2003 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this...Security Agreement • December 3rd, 2003 • Diomed Holdings Inc • Surgical & medical instruments & apparatus • New York
June 30, 2006 Mr. David B. Swank Chief Financial Officer Diomed Holdings, Inc. One Dundee Park P.O. Box 97 Andover, MA 01810 Dear David: Roth Capital Partners, LLC ("we," "us" or "RCP") is pleased to act as financial advisor and co-placement agent for...Placement Agreement • August 1st, 2006 • Diomed Holdings Inc • Surgical & medical instruments & apparatus • New York
RECITALSSecurity Agreement • June 16th, 2004 • Diomed Holdings Inc • Surgical & medical instruments & apparatus
Incentive Stock Option Agreement [Date] Dear ________________________: I am pleased to inform you that Diomed Holdings, Inc. (the "Company") has granted you incentive stock options to purchase shares of the Company's Common Stock as set forth below....Incentive Stock Option Agreement • December 10th, 2004 • Diomed Holdings Inc • Surgical & medical instruments & apparatus • Delaware
Exhibit 10.5 PATENT SECURITY AGREEMENT THIS PATENT SECURITY AGREEMENT, dated as of August 29, 2003 (this "AGREEMENT"), between DIOMED, INC., a Delaware corporation (the "GRANTOR"), and GIBRALT US, INC., a Colorado corporation, as agent (in such...Patent Security Agreement • September 10th, 2003 • Diomed Holdings Inc • Surgical & medical instruments & apparatus • New York
Execution Form AMENDMENT TO SECURED LOAN AGREEMENT THIS AMENDMENT TO SECURED LOAN AGREEMENT (this "Amendment"), is dated as of May 28, 2003 and amends the Secured Loan Agreement (the "Secured Loan Agreement"), dated as April 22, 2003, into by and...Secured Loan Agreement • December 3rd, 2003 • Diomed Holdings Inc • Surgical & medical instruments & apparatus
UNCONDITIONAL GUARANTY For and in consideration of certain loans by SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at...Unconditional Guaranty • June 16th, 2004 • Diomed Holdings Inc • Surgical & medical instruments & apparatus
EXHIBIT 10.1 -- DISTRIBUTION AGREEMENTDistribution Agreement • August 11th, 2005 • Diomed Holdings Inc • Surgical & medical instruments & apparatus • Tennessee
AXCAN DIOMED PDT LASER DEVELOPMENT AND SUPPLY AGREEMENT TABLE OF CONTENTS ARTICLE 1 INTERPRETATION ................................................... 1 1.1 Definitions .......................................................... 1 1.2 Entire Agreement...Development and Supply Agreement • March 29th, 2002 • Diomed Holdings Inc • Surgical & medical instruments & apparatus • New York
Exhibit 10.2 NEGATIVE PLEDGE AGREEMENT This Negative Pledge Agreement is made as of June 8, 2004, by and between DIOMED, INC., a Delaware corporation ("Borrower") and SILICON VALLEY BANK, a California-chartered bank, with its principal place of...Negative Pledge Agreement • June 16th, 2004 • Diomed Holdings Inc • Surgical & medical instruments & apparatus
EXHIBIT 10.52 ------------- AGREEMENT FOR SERVICES AGREEMENT FOR SERVICES (this "Agreement") dated as of the 28th day of December, 2003 (the "Effective Date") between Diomed Holdings, Inc., a Delaware corporation (the "Company"), and Global Strategy...Agreement for Services • March 30th, 2004 • Diomed Holdings Inc • Surgical & medical instruments & apparatus • New York
LOGO]Financial Advisory and Investment Banking Agreement • November 10th, 2003 • Diomed Holdings Inc • Surgical & medical instruments & apparatus • New York
