ContractCommon Stock Purchase Warrant • May 22nd, 2006 • Protein Polymer Technologies Inc • Surgical & medical instruments & apparatus • Delaware
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.
PATENT SECURITY AGREEMENTPatent Security Agreement • May 22nd, 2006 • Protein Polymer Technologies Inc • Surgical & medical instruments & apparatus
This PATENT SECURITY AGREEMENT (this “Agreement”), dated as of April 13, 2006, is made by Protein Polymer Technologies, Inc., a Delaware corporation (“Debtor”) in favor of Matthew J. Szulik (“Secured Party”), with reference to the following:
ESCROW AGREEMENTEscrow Agreement • May 22nd, 2006 • Protein Polymer Technologies Inc • Surgical & medical instruments & apparatus • New York
AGREEMENT made as of the 13th day of April, 2006 by and among Taurus Advisory Group, LLC, as agent for Matthew J. Szulik ("Secured Party") and James Tagliaferri, Secured Party’s designee (“Designee”), both with an address at 2 Landmark Square, Suite 211, Stamford, Connecticut 06901, Protein Polymer Technologies, Inc., with an address at 10655 Sorrento Valley Road, San Diego, California 92121 ("Debtor"), and Barry Feiner, Esq., with an office at 170 Harrison Avenue, Harrison, New York 10528 (the "Escrow Agent").
SECURITY AGREEMENTSecurity Agreement • May 22nd, 2006 • Protein Polymer Technologies Inc • Surgical & medical instruments & apparatus • Connecticut
FOR VALUE RECEIVED, and to induce Matthew J. Szulik, with an address at c/o Taurus Advisory Group, LLC, 2 Landmark Square, Suite 211, Stamford, Connecticut 06901 ("Secured Party"), to loan (the “Loan”) to Protein Polymer Technologies, Inc., with an address at 10655 Sorrento Valley Road, San Diego, California 92121 ("Debtor"), One Million ($1,000,000.00) Dollars, which Loan is to be evidenced by a secured promissory note to be issued by Debtor to Secured Party (the “Note”) in the form appended hereto as Exhibit A, Debtor, hereby agrees that Secured Party shall have the rights, remedies and benefits hereinafter set forth.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 22nd, 2006 • Protein Polymer Technologies Inc • Surgical & medical instruments & apparatus • Connecticut
This Agreement is made in connection with the Common Stock Purchase Warrant, dated as of the date hereof, issued by the Company to the Purchaser (the “Warrant”).
ASSIGNMENTProtein Polymer Technologies Inc • May 22nd, 2006 • Surgical & medical instruments & apparatus
WHEREAS, Protein Polymer Technologies, Inc., a Delaware corporation having its principal place of business at 10655 Sorrento Valley Road, San Diego, California, 92121, hereinafter referred to as PPT, is the owner of the entire right, title and interest in and to the U.S. Patents set forth on Schedule A attached hereto and made a part hereof, hereinafter referred to as the U.S. Patents; and
