EXHIBIT 99.1 PURCHASE AGREEMENT December __, 2001 INTRODUCTORY. Matritech Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions herein, to issue and sell an aggregate of ________ (the "Shares") of its common...Purchase Agreement • December 19th, 2001 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • New York
EXHIBIT 4.1Subscription Agreement • March 20th, 2002 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • New York
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • November 12th, 2003 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • New York
EXHIBIT 4.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of October 17, 2003, between Matritech, Inc., a Delaware corporation (the "Company"), and [___________] (the "Purchaser"). This...Registration Rights Agreement • November 12th, 2003 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • New York
Amendment No. 1 to Warrant Agreement and Warrant CertificateWarrant Agreement • November 15th, 1999 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances
1 EXHIBIT 4.2 MATRITECH, INC. INVESTOR RELATIONS WARRANT AGREEMENT Dated: July 14, 2000 THIS WARRANT AGREEMENT (this "AGREEMENT") dated July 14, 2000 is made and entered into by and between Matritech, Inc., a corporation organized under the laws of...Warrant Agreement • August 25th, 2000 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Massachusetts
MATRITECH, INC. NON-QUALIFIED STOCK OPTION AGREEMENT ------------------------------------Non-Qualified Stock Option Agreement • June 19th, 1998 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Delaware
EXHIBIT 4.2 ----------- MATRITECH, INC. Incentive Stock Option Agreement -------------------------------- Matritech, Inc., a Delaware corporation (the "Company"), hereby grants this _______ to _______ (the "Optionee"), an option to purchase a maximum...Incentive Stock Option Agreement • June 19th, 1998 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Delaware
1 EXHIBIT 10.1 COMMON STOCK PURCHASE AGREEMENT DATED AS OF AUGUST 22, 2000 BY AND BETWEEN MATRITECH, INC.Common Stock Purchase Agreement • September 11th, 2000 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • New York
EXHIBIT 4.3 ----------- NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...Securities Purchase Agreement • March 22nd, 2004 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances
Exhibit 4.1 ----------- MATRITECH, INC. 330 Nevada Street Newton, Massachusetts 02160 PLACEMENT MANAGER AGREEMENT May 28, 1997 Sunrise Securities Corp. 135 East 57th Street, 11th Floor New York, New York 10022 Gentlemen: Matritech, Inc., a Delaware...Matritech Inc/De/ • June 4th, 1997 • In vitro & in vivo diagnostic substances • New York
EXHIBIT 10.6Indemnity Agreement • March 15th, 2002 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Delaware
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • March 22nd, 2004 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • New York
WITNESSETHLicense Agreement • March 15th, 2002 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Massachusetts
EXHIBIT 4.3 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...Matritech Inc/De/ • April 1st, 2003 • In vitro & in vivo diagnostic substances
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of October 10, 2003, among Matritech, Inc., a Delaware corporation (the "Company"), and the purchasers signatory hereto (each...Registration Rights Agreement • October 16th, 2003 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • New York
Exhibit 10.17 SUBSCRIPTION AGREEMENT THIS AGREEMENT is by and between MATRITECH, INC. (the "Company"), a Delaware corporation with offices at 330 Nevada Street, Newton, Massachusetts 02460 U.S.A., and the purchaser whose name and address is set forth...Subscription Agreement • March 31st, 1999 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Massachusetts
1 EXHIBIT 4.1 [GRAPHIC OMITTED] AT FRANKFURT AM MAIN ON THIS JUNE 28, 2000 BEFORE ME THE UNDERSIGNED NOTARY PUBLIC DR. HEINZ L. BAUER WITH REGISTERED OFFICE AT FRANKFURT AM MAIN THE FOLLOWING PARTIES APPEARED TODAY: Purchase Agreement ADL GmbH Page 2...Purchase Agreement • July 10th, 2000 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances
1 EXHIBIT 10.18 AGREEMENTAgreement • March 20th, 2001 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 8th, 2005 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 4th day of March, 2005 by and among Matritech, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
EXHIBIT 10.21 DISTRIBUTORSHIP AGREEMENTDistributorship Agreement • March 27th, 1998 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Pennsylvania
PURCHASE AGREEMENTPurchase Agreement • March 8th, 2005 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 4th day of March, 2005 by and among Matritech, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
EXHIBIT 4.2Matritech Inc/De/ • March 20th, 2002 • In vitro & in vivo diagnostic substances
INTRODUCTIONDistribution Agreement • March 31st, 2003 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Massachusetts
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Exhibit No. 10.22 Exclusive License and Exclusive Supply Agreement This Agreement is made on 20th day of November, 2002 by and...Matritech Inc/De/ • March 31st, 2003 • In vitro & in vivo diagnostic substances • Massachusetts
Exhibit 10.2 SECOND AMENDMENT TO AGREEMENT OF LEASE This SECOND AMENDMENT TO AGREEMENT OF LEASE ("Second Amendment") is made and entered into as of the 12th day of May 2004 at Newton, Middlesex County, Commonwealth of Massachusetts, by and between...Agreement of Lease • August 10th, 2004 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances
EXHIBIT 4.6 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Securities Purchase Agreement • November 12th, 2003 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances
ARTICLE IIndenture of Lease • May 15th, 2007 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Massachusetts
EXHIBIT 4.3Warrant Agreement • March 20th, 2002 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Massachusetts
1.1 "Affiliate" means, with respect to any entity, any corporation, company, partnership, joint venture and/or firm which controls, is controlled by or is under common control with such entity. For purposes of this Section 1.1, "control" shall mean...Distribution Agreement • May 8th, 2001 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Massachusetts
MATRITECH, INC. and [PLACEMENT MANAGER DESIGNEE]Warrant Agreement • June 4th, 1997 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Delaware
EXHIBIT 4.2 ----------- REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of March 19, 2004, among Matritech, Inc., a Delaware corporation (the "Company"), and the purchasers signatory...Registration Rights Agreement • March 22nd, 2004 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • New York
MATRITECH, INC. Restricted Stock Award AgreementRestricted Stock Award Agreement • March 19th, 2007 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • Delaware
This award of restricted stock satisfies in full all commitments that the Company has to the Employee with respect to the issuance of stock, stock options or other equity securities.
EXHIBIT 10.9 SUPPLY AND PURCHASE AGREEMENTSupply and Purchase Agreement • March 15th, 2002 • Matritech Inc/De/ • In vitro & in vivo diagnostic substances • New York
Amended and Restated Change of Control AgreementChange of Control Agreement • January 3rd, 2008 • MZT Holdings, Inc. • In vitro & in vivo diagnostic substances • Massachusetts
Matritech, Inc., a Delaware corporation with a principal place of business at 330 Nevada Street, Newton, MA 02460 (the “Company”) and Patricia Randall, an individual residing at 65 Robbins Road, Watertown, MA 02472 (the “Executive”) hereby enter into this Amended and Restated Change of Control Agreement (“Agreement”), effective December 28, 2007. This Agreement replaces and supersedes the original Change of Control Agreement between the parties dated March 16, 2006.
