Matritech Inc/De/ Sample Contracts

ARTICLE I
Lease Agreement • May 15th, 2007 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Massachusetts
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EXHIBIT 4.1
Subscription Agreement • March 20th, 2002 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • New York
MATRITECH, INC. and [PLACEMENT MANAGER DESIGNEE]
Warrant Agreement • June 4th, 1997 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Delaware
ARTICLE I. DEFINITIONS
Securities Purchase Agreement • November 12th, 2003 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • New York
MATRITECH, INC. NON-QUALIFIED STOCK OPTION AGREEMENT ------------------------------------
Non-Qualified Stock Option Agreement • June 19th, 1998 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Delaware
1 EXHIBIT 10.1 COMMON STOCK PURCHASE AGREEMENT DATED AS OF AUGUST 22, 2000 BY AND BETWEEN MATRITECH, INC.
Common Stock Purchase Agreement • September 11th, 2000 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • New York
ARTICLE I. DEFINITIONS
Securities Purchase Agreement • March 22nd, 2004 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • New York
Amendment No. 1 to Warrant Agreement and Warrant Certificate
Warrant Agreement • November 15th, 1999 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances
WITNESSETH
License Agreement • March 15th, 2002 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Massachusetts
EXHIBIT 10.21 DISTRIBUTORSHIP AGREEMENT
Distributor Agreement • March 27th, 1998 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Pennsylvania
1 EXHIBIT 10.18 AGREEMENT
Distribution Agreement • March 20th, 2001 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • California
AMENDED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 20th, 2005 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • New York

This Amended Registration Rights Agreement (the “Agreement”) is made and entered into as of this 18th day of April, 2005 by and among Matritech, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

EXHIBIT 4.2
Warrant Agreement • March 20th, 2002 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances
INTRODUCTION
Distribution Agreement • March 31st, 2003 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Massachusetts
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PURCHASE AGREEMENT
Purchase Agreement • March 8th, 2005 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 4th day of March, 2005 by and among Matritech, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

EXHIBIT 10.6
Indemnity Agreement • March 15th, 2002 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Delaware
EXHIBIT 10.9 SUPPLY AND PURCHASE AGREEMENT
Supply and Purchase Agreement • March 15th, 2002 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • New York
MATRITECH, INC. Restricted Stock Award Agreement
Restricted Stock Award Agreement • March 19th, 2007 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Delaware

This award of restricted stock satisfies in full all commitments that the Company has to the Employee with respect to the issuance of stock, stock options or other equity securities.

Amended and Restated Change of Control Agreement
Change of Control Agreement • January 3rd, 2008 • MZT Holdings, Inc. • In vitro & in vivo diagnostic substances • Massachusetts

Matritech, Inc., a Delaware corporation with a principal place of business at 330 Nevada Street, Newton, MA 02460 (the “Company”) and Patricia Randall, an individual residing at 65 Robbins Road, Watertown, MA 02472 (the “Executive”) hereby enter into this Amended and Restated Change of Control Agreement (“Agreement”), effective December 28, 2007. This Agreement replaces and supersedes the original Change of Control Agreement between the parties dated March 16, 2006.

SECOND AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • September 4th, 2007 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Delaware

THIS SECOND AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) is made as of August 30, 2007, by and among SDS CAPITAL GROUP SPC, LTD., as collateral agent for the holders (the “Holders”) of the Notes (as defined below) (in such capacity, the “Collateral Agent”), and MATRITECH, INC., a Delaware corporation (together with its successors and permitted assigns, the “Borrower”). The Collateral Agent and the Holders are hereinafter collectively referred to as the “Secured Party.”

MATRITECH, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • March 30th, 2007 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Delaware

This option satisfies in full all commitments that the Company has to the Optionee with respect to the issuance of stock, stock options or other equity securities.

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