ContractWarrant Agreement • June 25th, 2007 • Ortec International Inc • Surgical & medical instruments & apparatus • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR ORTEC INTERNATIONAL, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
CANCELLATION AGREEMENTCancellation Agreement • June 25th, 2007 • Ortec International Inc • Surgical & medical instruments & apparatus • New York
Cancellation Agreement entered into on the 18th day of June, 2007, between Ortec International, Inc. (the “Company”) and Ron Lipstein (“Lipstein”).
SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of June 18, 2007 among ORTEC INTERNATIONAL, INC. and THE PURCHASERS LISTED ON EXHIBIT ASeries a Convertible Preferred Stock Purchase Agreement • June 25th, 2007 • Ortec International Inc • Surgical & medical instruments & apparatus • New York
This SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of June 18, 2007 by and among Ortec International, Inc., a Delaware corporation (the “Company”), and each of the Purchasers of shares of Series A Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
BURNHAM HILL PARTNERS A DIVISION OF PALI CAPITAL INC.Placement Agent Agreement • June 25th, 2007 • Ortec International Inc • Surgical & medical instruments & apparatus • New York
NEW YORK, NEW YORK 10022 FAX 212-980-9466 June 15, 2007 Mr. Alan Schoenbart Chief Financial Officer Ortec International, Inc. New York, NY 10032 Dear Mr. Schoenbart: This letter Agreement (the “Agreement”) confirms the engagement of Burnham Hill...Financial Advisory Agreement • June 25th, 2007 • Ortec International Inc • Surgical & medical instruments & apparatus
In addition to the above, the Company agrees to reimburse BHP for reasonable out-of-pocket expenses (which amount shall not exceed $5,000 without the prior approval of the Company) incurred in connection with this Agreement. All fees and expenses hereunder are payable in cash, unless otherwise noted, and shall be a condition to closing of any Strategic Transaction or Financing.
ContractWarrant Agreement • June 25th, 2007 • Ortec International Inc • Surgical & medical instruments & apparatus • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR ORTEC INTERNATIONAL, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
BILL OF SALE AND TERMINATION AGREEMENTBill of Sale and Termination Agreement • June 25th, 2007 • Ortec International Inc • Surgical & medical instruments & apparatus • New York
This BILL OF SALE AND TERMINATION AGREEMENT (this “Bill of Sale”) dated as of June 18, 2007, among Paul Royalty Fund, L.P. (formerly known as Paul Capital Royalty Acquisition Fund, L.P.), a Delaware limited partnership (“Paul Capital”), Ortec International, Inc., a Delaware corporation (“Ortec”), and Orcel LLC, a Delaware limited liability company and wholly-owned subsidiary of Ortec (“Orcel”). All capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Exchange Agreement (as defined below), except that the term “Assigned Interests” shall have the meaning ascribed to it in the Revenue Interests Assignment Agreement.
CANCELLATION AGREEMENTCancellation Agreement • June 25th, 2007 • Ortec International Inc • Surgical & medical instruments & apparatus • New York
Cancellation Agreement entered into on the 18th day of June, 2007, between Ortec International, Inc. (the “Company”) and Steven Katz (“Katz”).
AMENDED AND RESTATED EXCHANGE AGREEMENTExchange Agreement • June 25th, 2007 • Ortec International Inc • Surgical & medical instruments & apparatus • New York
Amended and Restated Exchange Agreement (as amended, supplemented or otherwise modified from time to time, this “Agreement”) entered into as of June 18, 2007 by and between Ortec International, Inc., a Delaware corporation (“Ortec”), and Paul Royalty Fund, L.P. (formerly known as Paul Capital Royalty Acquisition Fund, L.P.), a Delaware limited partnership (“Paul Capital”).
