Salmon Express Inc Sample Contracts

Micromed Cardiovascular Inc – EMPLOYMENT AGREEMENT (March 19th, 2007)

THIS EMPLOYMENT AGREEMENT between MicroMed Cardiovascular, Inc. (hereinafter “MICROMED”, a Delaware corporation, having its principal office at 8965 Interchange Drive, Houston, TX 77054 and Juliet Markovich (the “Employee”), [ ], is made and entered into effective as of November 27, 2006 (the “Effective Date”).

Micromed Cardiovascular Inc – SEPARATION AGREEMENT & GENERAL RELEASE (November 20th, 2006)

This Separation Agreement & General Release (“Agreement”) is entered into by Betty Silverstein Russell (“Russell”) and MicroMed Cardiovascular, Inc. (“MicroMed”).

Micromed Cardiovascular Inc – EMPLOYMENT AND SEPARATION AGREEMENT (July 28th, 2006)

THIS EMPLOYMENT AND SEPARATION AGREEMENT (the “Agreement”) is made and entered into effective as of August 1, 2006 (the “Effective Date”), by and between MicroMed Cardiovascular, Inc. and Travis E. Baugh (“Employee”);

Micromed Cardiovascular Inc – REGISTRATION RIGHTS AGREEMENT (June 19th, 2006)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 13, 2006, by and among MicroMed Cardiovascular, Inc., a Delaware corporation (the “Company”), on the one hand and the purchasers which are signatories hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”) and Hunter World Markets, Inc., on the other hand.

Micromed Cardiovascular Inc – WARRANT TO PURCHASE COMMON STOCK OF MICROMED CARDIOVASCULAR, INC. (Subject to Adjustment) (June 19th, 2006)

THIS CERTIFIES THAT, for value received, (“Holder”), is entitled, subject to the terms and conditions of this Warrant, at any time or from time to time after the date hereof (the “Effective Date”), to purchase up to ( ) shares of common stock, par value $0.001 per share (the “Warrant Shares”), from MicroMed Cardiovascular, Inc., a Delaware corporation (the “Company”), at an exercise price per share equal to Three Dollar ($3.00) (the “Purchase Price). This Warrant shall expire at 5:00 p.m. Pacific time on that date which is thirty-six (36) months from the date of this Warrant (the “Expiration Date”). Both the number of shares of Common Stock purchasable upon exercise of this Warrant (the “Warrant Shares”) and the Purchase Price are subject to adjustment and change as provided herein. This Warrant is issued in connection with that certain Securities Purchase Agreement executed by and among the Company, Holder and other parties.

Micromed Cardiovascular Inc – SECURITIES PURCHASE AGREEMENT (June 19th, 2006)

This Securities Purchase Agreement (this “Agreement”) is dated as of June 13, 2006, among MicroMed Cardiovascular, Inc., a Delaware corporation (the “Company”), on the one hand, and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”) on the other hand;

Micromed Cardiovascular Inc – WARRANT TO PURCHASE COMMON STOCK OF MICROMED CARDIOVASCULAR, INC. (Subject to Adjustment) (December 6th, 2005)

THIS CERTIFIES THAT, for value received, ___ (“Holder”), is entitled, subject to the terms and conditions of this Warrant, at any time or from time to time after the date hereof (the “Effective Date”), to purchase up to ___ (___) shares of common stock, par value $0.001 per share (the “Warrant Shares”), from MicroMed Cardiovascular, Inc., a Delaware corporation (the “Company”), at an exercise price per share equal to Seventy Five Cents ($0.75) (the “Purchase Price). This Warrant shall expire at 5:00 p.m. Pacific time on that date which is seventy-two (72) months from the date of this Warrant (the “Expiration Date”). Both the number of shares of Common Stock purchasable upon exercise of this Warrant (the “Warrant Shares”) and the Purchase Price are subject to adjustment and change as provided herein. This Warrant is issued in connection with that certain Securities Purchase Agreement executed by and among the Company, Holder and other parties.

Micromed Cardiovascular Inc – SECURITIES PURCHASE AGREEMENT (December 6th, 2005)

This Securities Purchase Agreement (this “Agreement”) is dated as of November 29, 2005, among MicroMed Cardiovascular, Inc., a Delaware corporation (the “Company”), on the one hand, and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”) on the other hand;

Micromed Cardiovascular Inc – REGISTRATION RIGHTS AGREEMENT (December 6th, 2005)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 29, 2005, by and among MicroMed Cardiovascular, Inc., a Delaware corporation (the “Company”), on the one hand and the purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”) and Hunter World Markets, Inc., on the other hand.

Micromed Cardiovascular Inc – BYLAWS OF MICROMED CARDIOVASCULAR, INC. A Delaware Corporation (August 24th, 2005)
Salmon Express Inc – REGISTRATION RIGHTS AGREEMENT (August 12th, 2005)

Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of August 9, 2005, by and among Salmon Express, Inc., a Nevada corporation to be reincorporated into Delaware on the closing of the Reverse Merger under the name MicroMed Cardiovascular, Inc. (the "Company"), on the one hand and the purchasers signatory hereto (each such purchaser, a "Purchaser" and collectively, the "Purchasers") and Hunter World Markets, Inc., on the other hand. This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company MicroMed Technology, Inc. ("MicroMed") and the Purchasers (the "Purchase Agreement") and the Placement Agency Agreement between MicroMed, the Company and Hunter World Markets, Inc. (the "Agency Agreement"). The Company, Hunter and the Purchasers hereby agre

Salmon Express Inc – THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER (August 12th, 2005)

Exhibit 2.1(c) THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Third Amendment ("Amendment") to that certain Agreement and Plan of Merger (the "Merger Agreement") dated as of January 31, 2005, by and among MicroMed Technology, Inc., a Delaware corporation ("MicroMed"), Salmon Express, Inc., a publicly traded Nevada corporation ("Salmon"), Salmon Acquisition Corp., a Nevada corporation and wholly owned subsidiary of Salmon ("Merger Sub"), and Pete Smith, Sr., an individual stockholder of Salmon (the "Salmon Stockholder"), is made and entered into to be effective for all purposes as of the 9th day of August 2005. Capitalized terms used but not defined herein shall have the meanings ascribed to those terms in the Merger Agreement. WHEREAS, Salmon, Merger Sub, the Salmon Stockholder and MicroMed each determined to engage in the Merger pursuant to which Merger Sub will merge with and into

Salmon Express Inc – CERTIFICATE OF INCORPORATION (August 12th, 2005)

Exhibit 3.2 CERTIFICATE OF INCORPORATION OF MICROMED CARDIOVASCULAR, INC., a Delaware Corporation ARTICLE I The name of this corporation is MicroMed Cardiovascular, Inc. ARTICLE II The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle. The name of its registered agent at that address is Corporation Service Company. ARTICLE III The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. ARTICLE IV The name and mailing

Salmon Express Inc – WARRANT TO PURCHASE COMMON STOCK (August 12th, 2005)

Exhibit 4.1 WARRANT THE WARRANT EVIDENCED OR CONSTITUTED HEREBY, AND ALL SHARES OF COMMON STOCK DELIVERABLE UPON EXERCISE HEREUNDER, HAVE BEEN AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT") AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT UNLESS EITHER (A) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (B) THE SALE OF SUCH SECURITIES IS MADE PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 144. Date: August ____, 2005 WARRANT TO PURCHASE COMMON STOCK OF SALMON EXPRESS, INC. (Subject to Adjustme

Salmon Express Inc – SECURITIES PURCHASE AGREEMENT (August 12th, 2005)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of August 9, 2005, among MicroMed Technology, Inc., a Delaware corporation (the "Company") and Salmon Express, Inc., a Nevada corporation which will reincorporate in Delaware under the name MicroMed Cardiovalcular, Inc. in connection with the Reverse Merger, as that term is defined below ("SEI"), on the one hand, and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers") on the other hand; and WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act (as defined below), and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desir

Salmon Express Inc – SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (August 1st, 2005)

Exhibit 2.1 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Second Amendment ("Amendment") to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 31, 2005, by and among MicroMed Technology, Inc., a Delaware corporation ("MicroMed"), on the one hand, and Salmon Express, Inc., a publicly traded Nevada corporation ("Salmon"), Salmon Acquisition Corp., a Nevada corporation and wholly owned subsidiary of Salmon ("Merger Sub"), and Pete Smith, Sr., an individual stockholder of Salmon (the "Salmon Stockholder"), on the other hand, is made and entered into to be effective for all purposes as of the 29th day of July, 2005. Capitalized terms used but not defined herein shall have the meanings ascribed to those terms in the Merger Agreement. WHEREAS, Salmon, Merger Sub, the Salmon Stockholder and MicroMed each determined to engag

Salmon Express Inc – AGREEMENT AND PLAN OF MERGER BY AND AMONG MICROMED TECHNOLOGY, INC., A DELAWARE CORPORATION, ON THE ONE HAND AND SALMON EXPRESS, INC. A NEVADA CORPORATION, SALMON ACQUISITION CORP., A NEVADA CORPORATION, AND PETE SMITH, SR., AN INDIVIDUAL, ON THE OTHER HAND DATED AS OF JANUARY 31, 2005 (February 1st, 2005)

THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is dated as of January 31, 2005, by and among MicroMed Technology, Inc., a Delaware corporation (“MicroMed”), on the one hand, and Salmon Express, Inc., a publicly traded Nevada corporation (“Salmon”), Salmon Acquisition Corp., a Nevada corporation and wholly owned subsidiary of Salmon (“Merger Sub”), and Pete Smith, Sr., an individual stockholder of Salmon (the “Salmon Stockholder”), on the other hand.

Salmon Express Inc – SALMON EXPRESS INC. AND MICROMED TECHNOLOGY, INC. SIGN MERGER AGREEMENT (February 1st, 2005)

Vernon, British Columbia, Canada- February 1, 2005 -- Salmon Express Inc. (OTCBB: SXPI.OB) announces the signing of an Agreement and Plan of Merger with MicroMed Technology, Inc., a Delaware corporation. The merger, which is subject to the completion of all conditions contained in the agreement, will result in the implementation of a new business directive by Salmon.

Salmon Express Inc – LETTER OF INTENT (March 18th, 2004)

2 LETTER OF INTENT ---------------- THIS LETTER OF INTENT is acknowledged and agreed between Seapak ("the Processor") and Salmon Express Inc ("Salmon Express"). The two parties are hereinafter referred to as the "Parties". WHEREAS, the Processor desires to sell its seafood products and Salmon Express wishes to market and sell certain seafood products sold by the Processor through the Salmon Express 1-800 number and Salmon Express internet web-site; WHEREAS, the Parties execute this Letter of Intent strictly to demonstrate that they have met and agree in principle to enter a future distribution arrangement; and WHEREAS, it is agreed that this letter of intent in no way binds either party to any covenant or to perform any future service until such a time as a separate distribution agreement is negotiated and executed between the Parties, and