0001144204-06-027604 Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • July 6th, 2006 • Gilder Enterprises Inc • Services-computer programming, data processing, etc. • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of June 30, 2006, by and among Gilder Enterprises, Inc., a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).

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Contract
Warrant Agreement • July 6th, 2006 • Gilder Enterprises Inc • Services-computer programming, data processing, etc. • New York

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO GILDER ENTERPRISES, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

AGREEMENT AND PLAN OF MERGER by and among GILDER ENTERPRISES, INC., MEDASORB ACQUISITION, INC. and MEDASORB CORPORATION June 29, 2006
Merger Agreement • July 6th, 2006 • Gilder Enterprises Inc • Services-computer programming, data processing, etc. • Delaware

THIS AGREEMENT AND PLAN OF MERGER is entered into as of June 29, 2006 by and among GILDER ENTERPRISES, INC. a Nevada corporation (“Parent”), MEDASORB ACQUISITION, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Corp.”), and MEDASORB CORPORATION., a Delaware corporation (the “Company”).

RECITALS
Employment Agreement • July 6th, 2006 • Gilder Enterprises Inc • Services-computer programming, data processing, etc. • New York
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