0001144204-13-016266 Sample Contracts

HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC. (a Delaware corporation) Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 20th, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus • New York
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HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC. EMPLOYMENT AGREEMENT
Employment Agreement • March 20th, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus • Massachusetts

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of the __ day of _______, 2013, to be effective as of the Commencement Date (as defined below), between Harvard Apparatus Regenerative Technology, Inc., a Delaware corporation (the “Company”), and David Green (“Executive”). For purposes of this Agreement the “Company” shall refer to the Company and any of its predecessors.

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PRODUCT DISTRIBUTION AGREEMENT BY AND BETWEEN HARVARD BIOSCIENCE, INC. AND HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC. DATED AS OF [—], 2013
Product Distribution Agreement • March 20th, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus • Massachusetts

THIS PRODUCT DISTRIBUTION AGREEMENT dated as of [—], 2013 (this “Agreement”), is entered into by and between HARVARD BIOSCIENCE, INC., a Delaware corporation (“HBIO”) and HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC., a Delaware corporation (“HART”) (each, a “Party” and, collectively, the “Parties”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 20th, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus • Delaware

This Indemnification Agreement (“Agreement”) is made and entered into this ____ day of ______ 2013, by and between Harvard Apparatus Regenerative Technology, Inc., a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company) and ____________ (“Indemnitee”):

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INTELLECTUAL PROPERTY MATTERS AGREEMENT BY AND BETWEEN HARVARD BIOSCIENCE, INC. and HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC. Dated as of [ • ], 2013 INTELLECTUAL PROPERTY MATTERS AGREEMENT
Intellectual Property Matters Agreement • March 20th, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus • Massachusetts

THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is dated as of [ • ], 2013, by and between Harvard Bioscience, Inc., a Delaware corporation (“HBIO”), and Harvard Apparatus Regenerative Technology, a Delaware corporation and a wholly owned subsidiary of HBIO (“HART”). HBIO and HART are each referred to herein as a “Party” and collectively as the “Parties.”

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TAX SHARING AGREEMENT DATED AS OF [ ] BY AND BETWEEN HARVARD BIOSCIENCE, INC. AND HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC. (for itself and on behalf of each member of the SpinCo Group)
Tax Sharing Agreement • March 20th, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus
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TRANSITION SERVICES AGREEMENT DATED AS OF [•], 2013 BY AND BETWEEN HARVARD BIOSCIENCE, INC. AND HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC.
Transition Services Agreement • March 20th, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus

This TRANSITION SERVICES AGREEMENT, dated as of [—], 2013 (this “Agreement”), is by and between HARVARD BIOSCIENCE, INC., a Delaware corporation (“HBIO”), and HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC., a Delaware corporation (“HART”).

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SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN HARVARD BIOSCIENCE, INC. AND HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC. DATED AS OF [—], 2013
Separation and Distribution Agreement • March 20th, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus • Massachusetts

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [—], 2013 (this “Agreement”), is by and between HARVARD BIOSCIENCE, INC., a Delaware corporation (“HBIO”) and HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC., a Delaware corporation (“HART”) (each, a “Party” and, collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.

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EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • March 20th, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus

This EXCLUSIVE LICENSE AGREEMENT (this "Agreement") is entered into as of the last date below written (the "Effective Date"), by and between SARA MANTERO, Ph.D. ("Mantero"); MARIA ADELAIDE ASNAGHI ("Asnaghi") (Mantero and Asnaghi are collectively referred to herein as "Licensor"); HARVARD BIOSCIENCE, INC., a Delaware corporation ("Licensee").

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HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC. DEFERRED STOCK AWARD AGREEMENT
Deferred Stock Award Agreement • March 20th, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus

Pursuant to the Harvard Apparatus Regenerative Technology, Inc. 2013 Equity Incentive Plan, as amended through the date hereof (the “Plan”), Harvard Apparatus Regenerative Technology, Inc. (the “Company”) hereby grants the number of Restricted Stock Units (“RSUs”) specified above (the “Award”) to the Grantee named above, subject to the terms of the Plan and this Award Agreement. The Award represents a promise to pay to the Grantee one share of Common Stock, par value $0.01 per share (the “Stock”) of the Company for each RSU, subject to the restrictions and conditions set forth herein and in the Plan.

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NONQUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC.
Nonqualified Stock Option Agreement • March 20th, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus

Pursuant to the Harvard Apparatus Regenerative Technology, Inc. 2013 Equity Incentive Plan, as amended through the date hereof (the “Plan”), Harvard Apparatus Regenerative Technology, Inc., (the “Company”) hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above, all or part of the number of shares of Common Stock, par value $.01 per share (the “Stock” or the “Shares”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.

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INCENTIVE STOCK OPTION AGREEMENT TO PURCHASE SHARES OF COMMON STOCK UNDER THE HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC.
Incentive Stock Option Agreement • March 20th, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus

Pursuant to the Harvard Apparatus Regenerative Technology, Inc. 2013 Equity Incentive Plan, as amended through the date hereof (the “Plan”), Harvard Apparatus Regenerative Technology, Inc., (the “Company”), hereby grants to the Optionee named above, an option (the “Option”) to purchase on or prior to the Expiration Date specified above, all or part of the number of shares of Common Stock, par value $.01 per share (the “Stock” or the “Shares”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Option is intended to be an Incentive Stock Option granted under the Plan.

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NONQUALIFIED STOCK OPTION AGREEMENT TO PURCHASE SHARES OF COMMON STOCK UNDER THE HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC.
Nonqualified Stock Option Agreement • March 20th, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus

Pursuant to the Harvard Apparatus Regenerative Technology, Inc. 2013 Equity Incentive Plan, as amended through the date hereof (the “Plan”), Harvard Apparatus Regenerative Technology, Inc., (the “Company”), hereby grants to the Optionee named above, an option (the “Option”) to purchase on or prior to the Expiration Date specified above, all or part of the number of shares of Common Stock, par value $.01 per share (the “Stock” or the “Shares”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Option is intended to be a Nonqualified Stock Option granted under the Plan.

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