0001144204-07-042920 Sample Contracts

Contract
Warrant Agreement • August 14th, 2007 • Velcera, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.

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Contract
Restricted Stock Purchase Agreement • August 14th, 2007 • Velcera, Inc. • Surgical & medical instruments & apparatus

Schedule identifying material details of Restricted Stock Agreement substantially identical to the Agreement filed in Exhibit 10.5 (as filed herewith)

Contract
Warrant Agreement • August 14th, 2007 • Velcera, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.

VELCERA PHARMACEUTICAL, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • August 14th, 2007 • Velcera, Inc. • Surgical & medical instruments & apparatus • Delaware

This Restricted Stock Agreement (this “Agreement”) made effective as of June 1, 2006, is by and between Velcera Pharmaceuticals, Inc., a Delaware corporation having a place of business at 201 Corporate Drive, Langhorne, Pennsylvania 19047-8007 (the “Company”), and David M. Petrick, (“Employee”).

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