SUBSCRIPTION AGREEMENTSubscription Agreement • April 6th, 2006 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
SYNTHEMED, INC. INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 6th, 2006 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Investor Rights Agreement (this “Agreement”) is made and entered into by and among SyntheMed, Inc., a Delaware corporation (the “Corporation”), and the investors listed on the signature pages hereto (the “Investors”), as of the date of execution by the Corporation.
AGENCY AGREEMENTAgency Agreement • April 6th, 2006 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • England and Wales
Clubb Capital Limited (the “Agent”), understands that SyntheMed, Inc. (the “Corporation”), a Delaware corporation, proposes to issue to investors secured by the Agent, up to 15,000,000 shares (the “Shares”) of the Corporation’s Common Stock, par value $0.001 per share (“Common Stock”). The Shares shall be issued and sold at a price of $0.40 per Share or such other price as may be agreed by the Agent and the Corporation (in either case the “Issue Price”). The Shares shall be sold pursuant to a subscription agreement, as may be supplemented upon mutual agreement of the Corporation and the Agent the form of which is attached hereto as Appendix I (the “Subscription Agreement”). The offering of the Shares (the “Offering”) will be consummated in one or more closings, the final closing to occur on or about April 30, 2006, or such other date mutually agreed to by the Corporation and the Agent (the date of each closing being referred to herein as a “Closing Date”). There is no minimum number of
