0001104659-05-019637 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • May 2nd, 2005 • Physiometrix Inc • Electromedical & electrotherapeutic apparatus • Massachusetts

This EMPLOYMENT AGREEMENT dated as of April 29, 2005 is made by and between Physiometrix, Inc., a Delaware corporation having its principal place of business at 5 Billerica Park, 101 Billerica Avenue, North Billerica, MA 01862 (the “Company”), and Daniel W. Muehl (the “Executive”).

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 2nd, 2005 • Physiometrix Inc • Electromedical & electrotherapeutic apparatus • Delaware

This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 20, 2005, between SILICON VALLEY BANK, a California chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, (“Bank”) and PHYSIOMETRIX, INC. a Delaware corporation (“Borrower”), provides the terms on which Bank shall extend credit to Borrower and Borrower shall repay Bank. The parties agree as follows:

Contract
Warrant to Purchase Stock • May 2nd, 2005 • Physiometrix Inc • Electromedical & electrotherapeutic apparatus • Massachusetts

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND LAWS OR, SUBJECT TO SECTION 5.3 HEREOF, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

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