EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2007 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New Jersey
THIS AGREEMENT made in Iselin, New Jersey this 1st day of May, 2007 between SyntheMed, Inc., a Delaware corporation (the "Company"), and -------------------Marc R. Sportsman, the undersigned individual ("Executive").
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • August 14th, 2007 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New Jersey
THIS CHANGE OF CONTROL AGREEMENT (“Agreement”) is effective as of the 1st day of May, 2007 (the “Effective Date”), by and between SYNTHEMED, INC. (the “Company”), and Marc R. Sportsman (the “Executive”).
STOCK OPTION AMENDMENT AGREEMENTStock Option Amendment Agreement • August 14th, 2007 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This Agreement is made and entered into effective the 27th day of April, 2007 between SyntheMed, Inc. (the "Company") and the undersigned holder of options to purchase shares of the Company's common stock (the "Optionee").
SYNTHEMED, INC. INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 14th, 2007 • 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 • August 14th, 2007 • 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 6,000,000 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 $1.00 per Share (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 August 31, 2007, 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 Shares being offered in the Offering.
ContractSyntheMed, Inc. • August 14th, 2007 • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), STATE SECURITIES LAWS IN THE UNITED STATES OR THE SECURITIES LAW OF ANY OTHER COUNTRY AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (A) SUCH TRANSACTION OCCURS OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE ACT (OR SUCH SUCCESSOR RULE OR REGULATION THEN IN EFFECT), IF APPLICABLE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, (B) THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT ARE REGISTERED UNDER THE ACT OR (C) SUCH TRANSACTION CONSTITUTES A TRANSACTION THAT OTHERWISE DOES NOT REQUIRE REGISTRATION UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER PRIOR TO SUCH TRANSACTION HAS FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING TO THAT EFFECT REASONABLY SA
SUPPLY AGREEMENTSupply Agreement • August 14th, 2007 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New Jersey
This AGREEMENT (the "Agreement") dated as of JUNE 12, 2007 (the "Effective Date") between Diagnostic Chemicals Limited, doing business as, BioVectra, a Prince Edward Island, Canada corporation, having its principal place of business at 16 McCarville Street, Charlottetown, PE C1E 2A6, Canada (hereinafter referred to as "BioVectra") and SyntheMed, Inc., a Delaware corporation, with an address at 200 Middlesex Essex Turnpike, Suite 210, Iselin, NJ 08830 (hereinafter referred to as "SyntheMed").
SUBSCRIPTION AGREEMENTSubscription Agreement • August 14th, 2007 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
