REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 24th, 2006 • Derma Sciences, Inc. • Surgical & medical instruments & apparatus • Pennsylvania
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made as of the ____ day of April, 2006, by and between Derma Sciences, Inc., a Pennsylvania corporation with offices located at 214 Carnegie Center, Suite 100, Princeton, New Jersey, 08540 (“Derma Sciences” or “the Company”) and _______________________________ (“Purchaser”).
WARRANT AGREEMENTWarrant Agreement • April 24th, 2006 • Derma Sciences, Inc. • Surgical & medical instruments & apparatus • Pennsylvania
The Company proposes to issue common stock purchase warrants to be known as series H warrants (the “Warrant(s)”). Each Warrant entitles the holder thereof to purchase one share of Common Stock, par value $.01 per share (the “Common Stock”), at a purchase price of $1.00 per whole share. The Warrant Agent, at the request of the Company, has agreed to act as the agent of the Company in connection with the issuance, registration, transfer, exchange, and exercise of the Warrants. Each Warrant shall be exchangeable at the holder’s request pursuant to the terms of Section 6 hereof.
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM THIS MEMORANDUM IS FOR THE CONFIDENTIAL USE OF THE OFFEREE NAMED ABOVE AND MAY NOT BE REPRODUCED IN WHOLE OR IN PART DERMA SCIENCES, INC. 2,500,000 Units Each Consisting of Four Shares of Common Stock and One...Confidential Private Placement Memorandum • April 24th, 2006 • Derma Sciences, Inc. • Surgical & medical instruments & apparatus
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“COMMISSION”) DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE COMPLETENESS OR ACCURACY OF ANY PRIVATE PLACEMENT MEMORANDUM OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO EXEMPTION FROM REGISTRATION WITH THE COMMISSION. THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.
PURCHASE AGREEMENTPurchase Agreement • April 24th, 2006 • Derma Sciences, Inc. • Surgical & medical instruments & apparatus • Pennsylvania
THIS PURCHASE AGREEMENT (“Agreement”) made this ___ day of April, 2006, by and between Derma Sciences, Inc., a Pennsylvania corporation with offices located at 214 Carnegie Center, Suite 100, Princeton, New Jersey, 08540 (“Derma Sciences” or “the Company”) and __________________________________________ (“Purchaser”).
LOGO OMITTED]Financing Engagement Letter • April 24th, 2006 • Derma Sciences, Inc. • Surgical & medical instruments & apparatus • New York
The undersigned, Derma Sciences, Inc., a Pennsylvania corporation (the “Company”), hereby agrees (the “Agreement”) with Oppenheimer & Co. Inc. (“Oppenheimer”) as follows:
GRAPHIC OMITTED]Management Consulting Agreement • April 24th, 2006 • Derma Sciences, Inc. • Surgical & medical instruments & apparatus
Further to your meeting and discussions with Julian Beare over the future plans that you have for Derma Sciences, Inc. (Derma Sciences), I now enclose an agreement for your acceptance. I would be grateful if you could read the enclosed carefully and initial each page and sign where appropriate and return a copy to me at the address below. I will also need a copy of your passport and a utility bill in your name.
PLACEMENT AGREEMENTPlacement Agreement • April 24th, 2006 • Derma Sciences, Inc. • Surgical & medical instruments & apparatus • New York
This PLACEMENT AGREEMENT (as amended or supplemented from time to time, this “Agreement”) dated as of the 17th day of April, 2006, by and between DERMA SCIENCES, INC., a Pennsylvania corporation (the “Company”), and TAGLICH BROTHERS, INC. (the “Placement Agent”).
