0000899797-05-000062 Sample Contracts

MINRAD INTERNATIONAL, INC. REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • February 14th, 2005 • Minrad International, Inc. • Non-operating establishments • Nevada

• Contract Type
  Registration Rights Agreement
• Filed
  February 14th, 2005
• Company
  Minrad International, Inc.
• Industry
  Non-operating establishments
• Jurisdiction
  Nevada

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of _________, 2005, by and among MINRAD INTERNATIONAL, INC., a Nevada corporation (the "Company"), and the undersigned holders of common stock of the Company together with their qualifying transferees (the "Holders").

MINRAD INTERNATIONAL, INC. NOTE SUBSCRIPTION AGREEMENT

Note Subscription Agreement • February 14th, 2005 • Minrad International, Inc. • Non-operating establishments • New York

• Contract Type
  Note Subscription Agreement
• Filed
  February 14th, 2005
• Company
  Minrad International, Inc.
• Industry
  Non-operating establishments
• Jurisdiction
  New York

AGREEMENT made as of the 8th day of February , 2005 by and between the undersigned subscriber (the "Subscriber") and MINRAD INTERNATIONAL, INC., a Nevada corporation (the "Corporation"), having its principal office at 847 Main Street, Buffalo, New York 14203.

MINRAD INTERNATIONAL, INC. WARRANT AGREEMENT

Warrant Agreement • February 14th, 2005 • Minrad International, Inc. • Non-operating establishments • Nevada

• Contract Type
  Warrant Agreement
• Filed
  February 14th, 2005
• Company
  Minrad International, Inc.
• Industry
  Non-operating establishments
• Jurisdiction
  Nevada

THIS WARRANT AGREEMENT (this "Agreement") is made and entered into as of February ____, 2005, between and among Minrad International, Inc., a Nevada corporation (the "Company") and ______________ ("Holder").

Contract

Convertible Promissory Note • February 14th, 2005 • Minrad International, Inc. • Non-operating establishments • New York

• Contract Type
  Convertible Promissory Note
• Filed
  February 14th, 2005
• Company
  Minrad International, Inc.
• Industry
  Non-operating establishments
• Jurisdiction
  New York

THIS NOTE AND THE COMMON STOCK IT IS CONVERTIBLE INTO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.

GUARANTY

Guaranty • February 14th, 2005 • Minrad International, Inc. • Non-operating establishments • New York

• Contract Type
  Guaranty
• Filed
  February 14th, 2005
• Company
  Minrad International, Inc.
• Industry
  Non-operating establishments
• Jurisdiction
  New York

THIS GUARANTY is made as of the 8th day of February, 2005, by Minrad Inc., a Delaware corporation (the "Guarantor"), to and with Laird Q. Cagan and The Tobin Family Trust, (collectively, the "Lender").