AGENCY AGREEMENTAgency Agreement • November 21st, 2011 • Pathfinder Cell Therapy, 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 120,000,000 shares (“Shares”) in the Corporation’s Common Stock, par value $0.001 per share (“Common Stock”). The Shares shall be issued and sold at a price of $0.05 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 before December 31, 2011 (the “Final Closing”), 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.
SUBSCRIPTION AGREEMENTSubscription Agreement • November 21st, 2011 • Pathfinder Cell Therapy, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
