AGENCY AGREEMENTAgency Agreement • November 6th, 2009 • 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 10,000,000 units (“Units”) each comprised of one common share of the Corporation’s Common Stock, par value $0.001 per share (“Common Stock”) and one purchase warrant to purchase one common share of Common Stock (an “Investor Warrant”). The Units shall be issued and sold at a price of $0.20 per Unit (the “Issue Price”). The Units 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 Units (the “Offering”) will be consummated in one or more closings, the final closing to occur on or before October 30, 2009, 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
SUBSCRIPTION AGREEMENTSubscription Agreement • November 6th, 2009 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
