0001144204-11-017163 Sample Contracts

TERMINATION AGREEMENT
Termination Agreement • March 25th, 2011 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

This Termination Agreement (this “Agreement”) is entered into as of November 29, 2010 by Robert P. Hickey, currently residing at 92 Gooseneck Point Rd., Oceanport, NJ 07757(the “Executive”), and SyntheMed, Inc., a Delaware corporation (the “Company”). Executive and Company are sometimes referred to collectively as, the “Parties.”

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Termination of Engagement Letter
Termination of Engagement Letter • March 25th, 2011 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

This agreement (the “Agreement”) dated as of November 23, 2010, shall set forth the arrangement between Oppenheimer & Co. Inc. (“Oppenheimer”), and SyntheMed, Inc. (the “Company”), with respect to the proposed termination of that certain letter-agreement between Oppenheimer and the Company dated as of October 20, 2009 (the “Letter Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings afforded them in the Letter Agreement.

AMENDMENT NO. 1 TO REVOLVING CREDIT AND SECURITY AGREEMENT
Revolving Credit and Security Agreement • March 25th, 2011 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This Amendment No. 1 (this “Amendment”) dated as of February 15, 2011 to the Revolving Credit And Security Agreement referred to below by and between SyntheMed, Inc., a Delaware corporation (the “Borrower”), and Pathfinder, LLC, a Massachusetts limited liability company (the “Lender”).

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 25th, 2011 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This Amendment No. 1 (this “Amendment”) dated as of February 15, 2011 to the Agreement and Plan of Merger referred to below by and among SyntheMed, Inc. , a Delaware corporation (“SyntheMed”), SYMD Acquisition Sub, Inc., a newly-formed Massachusetts corporation and a wholly-owned subsidiary of SyntheMed (“Merger Sub”), and Pathfinder, LLC, a Massachusetts limited liability company (“Pathfinder”).

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