Orthopedic Biosystems Ltd Inc Sample Contracts

Orthopaedic Biosystems Ltd Inc/ – COMMON STOCK WARRANT (September 9th, 1998)

1 Exhibit 4.5 ORTHOPAEDIC BIOSYSTEMS LTD., INC. COMMON STOCK WARRANT THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT. This certifies that, for good and valuable consideration, receipt of which is hereby acknowledged, __________________ ("Holder") is entitled to purchase, subject to the terms and conditions of this Warrant, from Orthopaedic Biosystems Ltd., Inc., an Arizona corporation (the "Company"), _________________ fully paid and nonassessable shares of the Company's Common Stock no par value per Share. ("Common Stock") of the Company, in accordance with Section 2 during the period commencing on ______ 1999 [one year fro

Orthopaedic Biosystems Ltd Inc/ – LOAN AND SECURITY AGREEMENT (September 9th, 1998)

1 Exhibit 10.16 ------------------------------------------------------------------------------- LOAN AND SECURITY AGREEMENT ORTHOPAEDIC BIOSYSTEMS LTD., INC. ------------------------------------------------------------------------------- 2 TABLE OF CONTENTS Page 1 ACCOUNTING AND OTHER TERMS............................................... 4 2 LOAN AND TERMS OF PAYMENT................................................ 4 2.1 Advances.......................................................... 4 2.2 Overadvances...................................................... 4 2.3 Interest Rate, Payments........................................... 4 2.4 Fees.............................................................. 5 3 CONDITIONS OF

Orthopedic Biosystems Ltd Inc – CONSULTING AGREEMENT (August 12th, 1998)

1 Exhibit 10.12 CONSULTING AGREEMENT THIS AGREEMENT is made and entered into as of the __ day of ______, ____, by and between ORTHOPAEDIC BIOSYSTEMS LTD., INC. ("OBL"), an Arizona corporation having its principal office at 15990 N. Greenway-Hayden Loop, Suite 100, Scottsdale, Arizona 85260, and _____ _______, of _____________, the ("Consultant"). RECITALS A. OBL is engaged in the business of inventing, developing and selling orthopaedic, podiatric and other medical products and devices which it sells to physicians, hospitals, clinics and other health care providers. B. OBL desires to retain Consultant as a professional advisor upon the terms and conditions hereinafter set forth, and

Orthopedic Biosystems Ltd Inc – OFFICE LEASE (August 12th, 1998)

1 Exhibit 10.13 OFFICE LEASE by and between SEOC I LIMITED PARTNERSHIP, an Arizona limited partnership "Landlord" and ORTHOPAEDIC BIOSYSTEMS LTD., INC., an Arizona corporation "Tenant" May 6, 1997 EXECUTIVE OFFICE CENTER Scottsdale Airpark 159990 North Greenway/Hayden Loop Scottsdale, Arizona 85260 2 TABLE OF CONTENTS Page

Orthopedic Biosystems Ltd Inc – FIRST AMENDMENT TO OFFICE LEASE (August 12th, 1998)

1 Exhibit 10.14 FIRST AMENDMENT TO OFFICE LEASE This First Amendment to Office Lease (this "Amendment") is made and entered into as of this ____ day of July, 1997 by and between SEOC I LIMITED PARTNERSHIP, an Arizona limited partnership ("Landlord") and ORTHOPAEDIC BIOSYSTEMS, LTD., an Arizona corporation ("Tenant"). RECITALS A. Landlord and Tenant have previously entered into that certain Office Lease dated May 6, 1997 (the "Lease"). B. Landlord and Tenant wish to amend the Lease, subject to and in accordance with the terms, covenants and provisions of this First Amendment. AGREEMENT In consideration of the Lease, the foregoing recitals, and the mutual agreements, covenants and promises contained in this Amendment and other valuable consideration, the receipt, sufficiency and validity of which are her

Orthopedic Biosystems Ltd Inc – EXCLUSIVE MARKETING AND DISTRIBUTION AGREEMENT (July 20th, 1998)

1 EXHIBIT 10.1 THIS EXHIBIT CONTAINS CONFIDENTIAL INFORMATION WHICH HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST UNDER RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. THE CONFIDENTIAL INFORMATION ON PAGES 2, 5, 6, AND 7 HAVE BEEN REPLACED WITH ASTERISKS. EXCLUSIVE MARKETING AND DISTRIBUTION AGREEMENT BETWEEN ORTHOPAEDIC BIOSYSTEMS, LTD., INC. AND MENTOR UROLOGY CORPORATION 2 TABLE OF CONTENTS SECTION PAGE ------- ---- 1. DEFINI

Orthopedic Biosystems Ltd Inc – SERIES B PROMISSORY NOTE (July 20th, 1998)

1 EXHIBIT 10.4 ORTHOPAEDIC BIOSYSTEMS LTD., INC. SERIES B PROMISSORY NOTE Scottsdale, Arizona ______________ 1997 FOR VALUE RECEIVED, Orthopaedic Biosystems Ltd, Inc., an Arizona corporation with offices at 15990 N. Greenway Hayden Loop, Suite 100, Scottsdale, Arizona 85260 (hereinafter called the "Maker") does hereby promise to pay __________________________ (the "Holder"), at _________________________, the principal sum of __________________________________ Dollars ____________ in lawful money of the United States, together with interest as set out herein. This Note shall bear simple interest at a rate equal to two percent (2%) per annum in excess of the prime commercial lending rate published in the Wall Street Journal

Orthopedic Biosystems Ltd Inc – AGREEMENT (July 20th, 1998)

1 Exhibit 10.3 THIS EXHIBIT CONTAINS CONFIDENTIAL INFORMATION WHICH HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST UNDER RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. THE CONFIDENTIAL INFORMATION ON PAGES 3 AND 4 HAVE BEEN REPLACED WITH ASTERISKS. AGREEMENT (as amended and restated) This AGREEMENT (the "Agreement") is made as of this 1st day of January, 1998 by and between ORTHOPAEDIC BIOSYSTEMS LTD., INC. with a principal place of business at 15990 N. Greenway-Hayden Loop, Suite 100, Scottsdale, Arizona 85260 ("OBL"), and IMCOR, INC., with a principal place of business at 74 Northeastern Boulevard Building 19, Nashua, New Hampshire 03062 ("License"). WHEREAS, OBL has developed the design of a dual thread for use in connec

Orthopedic Biosystems Ltd Inc – INTERNATIONAL DISTRIBUTOR AGREEMENT (July 20th, 1998)

1 EXHIBIT 10.2 INTERNATIONAL DISTRIBUTOR AGREEMENT This International Distributor Agreement (the "Agreement") is entered into in Scottsdale, Arizona, as of August 4,1997, between ORTHOPAEDIC BIOSYSTEMS, LTD., INC., a corporation organized under the laws of Arizona, United States of America, with principal offices at 15990 N. Greenway-Hayden Loop, Suite 100, Scottsdale, Arizona 85260, United States of America ("OBL"), and Mizuho Medical Co., Ltd., a company organized under the laws of Japan with principal offices at MRK Building, 5F, 27-17,2-Chome, Hongo, Bunkyo-ku Tokyo 113, Japan ("Distributor"). In consideration of the mutual promises contained herein, the parties agree as follows: 1. DEFINITIONS (a) "Products" shall mean those products listed in Exhibit A attached hereto. Products may be changed, abandoned or added by OBL,

Orthopedic Biosystems Ltd Inc – EMPLOYMENT AGREEMENT (July 20th, 1998)

1 Exhibit 10.8 EMPLOYMENT AGREEMENT (Amended and restated as of July 16, 1998) THIS AGREEMENT is made and entered into this 28th day of October, 1996, by and between ORTHOPAEDIC BIOSYSTEMS LTD., INC., an Arizona corporation ("OBL"), and GARY SCHEEL ("Employee"). In consideration of the mutual covenants and promises herein contained, OBL and Employee agree as hereinafter set forth. 1. Term. This Agreement shall begin on the date hereof and shall continue until terminated by written notice delivered to a party by the other parry not less than ten (10) days prior to the date of termination. 2. Duties. Employee shall serve OBL as Executive Vice President of Sales and Marketing and shall perform such services for OBL as are consistent with said position. Employee shall report directly to OBL's President. Employee

Orthopedic Biosystems Ltd Inc – EMPLOYMENT AGREEMENT (July 20th, 1998)

1 Exhibit 10.6 ORTHOPAEDIC BIOSYSTEMS LTD., INC. EMPLOYMENT AGREEMENT (Amended and Restated as of July 6, 1998) THIS AGREEMENT is made as of the 5th day of January, 1998, by and between ORTHOPAEDIC BIOSYSTEMS LTD., INC., an Arizona corporation with its principal place of business at 15990 N. Greenway-Hayden Loop, Suite 100, Scottsdale, Arizona 85260 (hereinafter the "Company"), and JAMES W. HART (hereinafter the "Employee"). WHEREAS, the Company is engaged in the business of developing and marketing medical products, including orthopaedic devices and equipment; and WHEREAS, the Employee desires to be employed by the Company as its President and Chief Operating Officer, and the Company desires to employ the Employee in such capacity in accordance with the terms hereof; NOW, THEREFORE,

Orthopedic Biosystems Ltd Inc – STOCK PURCHASE WARRANT CERTIFICATE (July 20th, 1998)

1 Exhibit 4.3 ORTHOPAEDIC BIOSYSTEMS LTD., INC. STOCK PURCHASE WARRANT CERTIFICATE Warrant No. W-_________ Warrants VOID AFTER 5:00 P.M., PHOENIX, ARIZONA TIME December 31, 2002 THIS CERTIFIES THAT _____________________________________ ( the "Holder") is the owner of the number of Warrants set forth above, each of which represents the right to purchase one fully-paid and nonassessable share of the capital stock ("Stock") of ORTHOPAEDIC BIOSYSTEMS LTD., INC., an Arizona corporation (the "Corporation"), at an exercise price per share (the "Purchase Price") equal to the lesser of (i) $2.00 or (ii) the lowest price at which the Corporation shall offer its capital stock of any series or class (including but not limited to its no par value common stock

Orthopedic Biosystems Ltd Inc – SERIES B PROMISSORY NOTE (July 20th, 1998)

1 EXHIBIT 10.5 ORTHOPAEDIC BIOSYSTEMS LTD., INC. SERIES B PROMISSORY NOTE ($200,000.00) Scottsdale, Arizona May 4, 1998 FOR VALUE RECEIVED, Orthopaedic Biosystems Ltd, Inc., an Arizona corporation with offices at 15990 N. Greenway Hayden Loop, Suite 100, Scottsdale, Arizona 85260 (hereinafter called the "Maker") does hereby promise to pay D. Ronald Yagoda (the "Holder"), at 10040 Happy Valley Road #917, Scottsdale, AZ 85255 the principal sum of Two Hundred Thousand Dollars ($200,000.00) in lawful money of the United States, together with interest as set out herein. This Note shall bear simple interest at a rate equal to four percent (4%) per annum in excess of the prime commercial lending rate published in the Wall Street Journal as of

Orthopedic Biosystems Ltd Inc – REGARDING REGISTRATION RIGHTS (July 20th, 1998)

1 EXHIBIT 4.4 AGREEMENT BY AND AMONG ORTHOPAEDIC BIOSYSTEMS LTD., INC. AND CERTAIN INVESTORS IN ORTHOPAEDIC BIOSYSTEMS LTD., INC. REGARDING REGISTRATION RIGHTS THIS AGREEMENT, by and among Orthopaedic Biosystems Ltd., Inc. (the "Company") and certain investors in the Company is entered into as of this 5th day of May, 1997. W I T N E S S E T H: THAT, WHEREAS, the investors set forth in Schedule A attached hereto (the "Investors") are the purchasers of the shares of the Class A Preferred Stock of the Company ("Preferred Stock") reflected on said Schedule A; and WHEREAS, the Company has agreed to grant registration rights to the Investors as provided herein; NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the Investors and the Company agre

Orthopedic Biosystems Ltd Inc – EMPLOYMENT AGREEMENT (July 20th, 1998)

1 Exhibit 10.9 ORTHOPAEDIC BIOSYSTEMS LTD., INC. EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the 29 day of April, 1997, by and between ORTHOPAEDIC BIOSYSTEMS LTD., INC., an Arizona corporation with its principal place of business at 7320 East Butherus, Suite 206, Scottsdale, Arizona 85260 (hereinafter the "Company"), and JEFFRY SKIBA (hereinafter the "Employee"). WHEREAS, the Company is engaged in the business of developing and marketing medical products, including orthopaedic devices and equipment; WHEREAS, the Employee has particular expertise in the engineering and manufacture of biomedical devices; and WHEREAS, Employee desires to be employed by the Company and the Company desires to employ the Employee in a capacity in which the Employee will be given access to Confidential Information: NOW, THEREFORE

Orthopedic Biosystems Ltd Inc – 1998 STOCK INCENTIVE PLAN (July 20th, 1998)

1 Exhibit 10.10 ORTHOPAEDIC BIOSYSTEMS LTD., INC. 1998 STOCK INCENTIVE PLAN (as amended and restated through July 8, 1998) ARTICLE 1. PURPOSE 1.1 GENERAL. The Company originally established the Orthopaedic Biosystems Ltd., Inc. 1998 Incentive Stock Option Plan ("Former Plan") effective January 1, 1998. The purpose of the Orthopaedic Biosystems Ltd., Inc. 1998 Stock Incentive Plan (the "Plan") is to amend and restate the Former Plan and to promote the success, and enhance the value, of Orthopaedic Biosystems Ltd., Inc. (the "Company") by linking the personal interests of its officers, employees and consultants or independent contractors to those of Company stockholders and by providing such individuals with an incentive for outstanding performance. The Plan is further intended to provide flexibility to the Company in it

Orthopedic Biosystems Ltd Inc – EMPLOYMENT AGREEMENT (July 20th, 1998)

1 Exhibit 10.7 ORTHOPAEDIC BIOSYSTEMS LTD., INC. EMPLOYMENT AGREEMENT THIS AGREEMENT is made this 5th day of May, 1997, by and between ORTHOPAEDIC BIOSYSTEMS LTD., INC., an Arizona corporation with its principal place of business at 7320 East Butherus, Suite 206, Scottsdale, Arizona 85260 (hereinafter the "Company"), and D. RONALD YAGODA (hereinafter the "Employee"). WHEREAS, the Company is engaged in the business of developing and marketing medical products, including orthopaedic devices and equipment; WHEREAS, Employee has served as the Company's chief executive officer since its inception; and WHEREAS, the Employee desires to be employed by the Company and the Company desires to employ the Employee in a capacity in which the Employee will be given access to Confidential Information; NOW, THEREFORE, in consideration of su