Protein Polymer Technologies Inc Sample Contracts

Protein Polymer Technologies Inc – PROTEIN POLYMER TECHNOLOGIES, INC. 10% CONVERTIBLE SECURED NOTE DUE ____________, 200_ (November 23rd, 2009)

THIS NOTE IS ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND QUALIFICATION PROVISIONS OF APPLICABLE STATE SECURITIES LAWS.  NEITHER IT NOR THE SHARES OF COMMON STOCK INTO WHICH IT CAN BE CONVERTED CAN BE SOLD, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE LAW OR, IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO MAKER, AN EXEMPTION THEREFROM IS AVAILABLE.

Protein Polymer Technologies Inc – PROTEIN POLYMER TECHNOLOGIES, INC. 8% PROMISSORY NOTE DUE ____________, 200_ (November 19th, 2008)

THIS NOTE IS ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 (THE "ACT") AND QUALIFICATION PROVISIONS OF APPLICABLE STATE SECURITIES LAWS. IT CAN NOT BE SOLD, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE UNITED STATES UNLESS REGISTERED PURSUANT TO THE ACT AND QUALIFIED UNDER APPLICABLE STATE LAW OR, IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO MAKER, AN EXEMPTION THEREFROM IS AVAILABLE.

Protein Polymer Technologies Inc – Contract (November 19th, 2008)

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.

Protein Polymer Technologies Inc – STOCK PURCHASE AGREEMENT (November 19th, 2007)

This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 27, 2007, is entered into by and between Protein Polymer Technologies, Inc., a Delaware corporation with an address at 10655 Sorrento Valley Road, San Diego, California 92121 (“PPTI”), and TAG Virgin Islands, Inc., with an address at The Tunick Building, 1336 Beltjen Road, Suite 202, St. Thomas, USVI 00802 as agent (the “Agent”) for the purchasers listed on the Schedule of Purchasers appended hereto as Schedule I, which may be amended from time to time to add additional purchasers (collectively, the “Purchasers”).

Protein Polymer Technologies Inc – REGISTRATION RIGHTS AGREEMENT (November 19th, 2007)

This Agreement is made pursuant to the Stock Purchase Agreement, dated as of September 27, 2007, by and between the Purchasers and the Company (as amended, modified or supplemented from time to time, the “Purchase Agreement”). The Company and the Purchasers hereby agree as follows:

Protein Polymer Technologies Inc – PROTEIN POLYMER TECHNOLOGIES, INC. 8% SECURED PROMISSORY NOTE DUE JULY 12, 2006 NOW DUE NOVEMBER 10, 2007 AMENDMENT NO. 7 DATED AS OF SEPTEMBER 12, 2007 (November 19th, 2007)

On April 13, 2006, Protein Polymer Technologies, Inc., ("Maker"), issued to Matthew J. Szulik ("Payee") a note (the “Note”) in the Principal amount of One Million ($1,000,000.00) Dollars pursuant to which, among other things, Maker agreed to pay the Obligations, as defined therein, to Payee on July 12, 2006, or sooner as otherwise provided therein. On July 12, 2006, Maker and Taurus Advisory Group, LLC, now TAG Virgin Islands, Inc., as agent for Payee, (“Agent”) executed Amendment No. 1 to the Note pursuant to which, among other things, “July 12, 2006” in the first paragraph of the Note was changed to “October 10, 2006.” On August 18, 2006, as of July 14, 2006, Maker and Agent executed Amendment No. 2 to the Note pursuant to which, among other things, One Million ($1,000,000.00) Dollars” was changed to “One Million Five Hundred Thousand ($1,500,000.00) Dollars.” On September 29,

Protein Polymer Technologies Inc – PROTEIN POLYMER TECHNOLOGIES, INC. 8% SECURED PROMISSORY NOTE DUE JULY 12, 2006 NOW DUE AUGUST 10, 2007 AMENDMENT NO. 6 DATED AUGUST 9, 2007 (August 20th, 2007)

On April 13, 2006, Protein Polymer Technologies, Inc., ("Maker"), issued to Matthew J. Szulik ("Payee") a note (the “Note”) in the Principal amount of One Million ($1,000,000.00) Dollars pursuant to which, among other things, Maker agreed to pay the Obligations, as defined therein, to Payee on July 12, 2006, or sooner as otherwise provided therein. On July 12, 2006, Maker and Taurus Advisory Group, LLC, now TAG Virgin Islands, Inc., as agent for Payee, (“Agent”) executed Amendment No. 1 to the Note pursuant to which, among other things, “July 12, 2006” in the first paragraph of the Note was changed to “October 10, 2006.” On August 18, 2006, as of July 14, 2006, Maker and Agent executed Amendment No. 2 to the Note pursuant to which, among other things, One Million ($1,000,000.00) Dollars” was changed to “One Million Five Hundred Thousand ($1,500,000.00) Dollars.” On September 29,

Protein Polymer Technologies Inc – PROTEIN POLYMER TECHNOLOGIES, INC. 8% SECURED PROMISSORY NOTE DUE JULY 12, 2006 NOW DUE APRIL 10, 2007 AMENDMENT NO. 5 DATED APRIL 10, 2007 (May 4th, 2007)

On April 13, 2006, Protein Polymer Technologies, Inc., (“Maker”), issued to Matthew J. Szulik (“Payee”) a note (the “Note”) in the Principal amount of One Million ($1,000,000.00) Dollars pursuant to which, among other things, Maker agreed to pay the Obligations, as defined therein, to Payee on July 12, 2006, or sooner as otherwise provided therein. On July 12, 2006, Maker and Taurus Advisory Group, LLC, now TAG Virgin Islands, Inc., as agent for Payee, (“Agent”) executed Amendment No. 1 to the Note pursuant to which, among other things, “July 12, 2006” in the first paragraph of the Note was changed to “October 10, 2006.” On August 18, 2006, as of July 14, 2006, Maker and Agent executed Amendment No. 2 to the Note pursuant to which, among other things, One Million ($1,000,000.00) Dollars” was changed to “One Million Five Hundred Thousand ($1,500,000.00) Dollars.” On September 29, 2006, Maker

Protein Polymer Technologies Inc – PROTEIN POLYMER TECHNOLOGIES, INC. 8% SECURED PROMISSORY NOTE DUE JULY 12, 2006 (May 22nd, 2006)

Three Hundred and Fifty Thousand ($350,000.00) of the Principal has been previously advanced by Payee to Maker and is evidenced by a note in that amount issued by Maker to Payee and dated as of April 7, 2006 (the “Demand Note”). Payee is delivering the Demand Note to Maker against delivery of this Note by Maker to Payee. Maker is depositing the Five Hundred Thousand ($500,000.00) Dollar balance of the Principal in the Attorney’s Escrow Account of Barry Feiner, Esq., counsel to Maker, to be dispersed pursuant to the instructions of Payee or his designee in accordance with the terms of the Escrow Agreement among Maker, Secured Party and Barry Feiner, Esq, as Escrow Agent, dated as of the date hereof.

Protein Polymer Technologies Inc – Contract (May 22nd, 2006)

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.

Protein Polymer Technologies Inc – PATENT SECURITY AGREEMENT (May 22nd, 2006)

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:

Protein Polymer Technologies Inc – SECURITY AGREEMENT (May 22nd, 2006)

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.

Protein Polymer Technologies Inc – ESCROW AGREEMENT (May 22nd, 2006)

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").

Protein Polymer Technologies Inc – REGISTRATION RIGHTS AGREEMENT (May 22nd, 2006)

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”).

Protein Polymer Technologies Inc – EXHIBIT A IRREVOCABLE PROXY (April 3rd, 2006)

As of the date of this Agreement, Stockholder has represented that it holds Subject Securities in the amount of 5,732,000 which represents approximately 38.38% of the outstanding shares of the Company on a fully-diluted basis. Purchaser hereby agrees that Stockholder may, during the period from the date of this Agreement through the Termination Date, cause or permit a transfer by gift of not more than 350,000 shares of the Subject Securities (provided that such transfer is in compliance with all applicable securities laws) to be effected and only to the extent that such transfer does not reduce Stockholder’s holdings of Subject Securities to an amount whereby Stockholder holds less than 36% of the outstanding shares of the Company on a fully-diluted basis as of the date hereof. The permitted transfer by gift and release of up to 350,000 shares of the Subject Securities shall in no way affect the rights and obligations of either Purchaser or Stockholder pursuant to this Agreement.

Protein Polymer Technologies Inc – EXHIBIT A FORM OF BILL OF SALE AND ASSIGNMENT (April 3rd, 2006)

ASSIGNMENT OF 510(k) CLEARANCES (this “Bill of Sale and Assignment”), dated as of December 19, 2005, by and between SURGICA CORPORATION, a Delaware corporation (“Assignor”), and PROTEIN POLYMER TECHNOLOGIES, INC., a Delaware corporation (“Assignee”).

Protein Polymer Technologies Inc – Exhibit A FORM OF LICENSE AGREEMENT (April 3rd, 2006)

Surgica Corporation, a Delaware corporation (the “Company”), intends to enter into an option agreement (“Option Agreement”) that shall include (i) an immediate license of certain Company technologies and intellectual property to Protein Polymer Technologies, Inc. (“PPTI”) and (ii) an option to PPTI to acquire all or substantially all of the assets of the Company. In connection with the execution of the Option Agreement, the Company intends to assign all of its rights and obligations under the Distributor Agreement, dated June 28, 2002, by and between the Company and Angiodynamics, Inc. (the “Agreement”) to PPTI.

Protein Polymer Technologies Inc – EXECUTION COPY EXHIBIT A IRREVOCABLE PROXY The undersigned stockholder (the "Stockholder") of Surgica Corporation, a Delaware corporation (the "Company"), hereby irrevocably (to the fullest extent permitted by law) appoints Protein Polymer Technologies, Inc., a Delaware corporation ("Purchaser"), as the sole and exclusive attorney and proxy of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights expressly provided herein (to the full extent that the undersigned is entitled to do so) with respect to (i) the outstanding shares of (December 22nd, 2005)
Protein Polymer Technologies Inc – Protein Polymer Technologies Completes License Agreement with Surgica Corporation Patented Embolization Products Target Potential Multi-Million Dollar Market Opportunities (December 22nd, 2005)

San Diego, CA – December 20, 2005 – Protein Polymer Technologies, Inc. (OTC Bulletin Board: PPTI), a biotechnology device company that is a pioneer in protein design and synthesis today announced that it has entered into an exclusive, worldwide License Agreement with Surgica Corporation through which PPTI has acquired the rights to Surgica’s technology and products. This license arrangement is completed pursuant to the asset purchase option agreement between the two companies previously announced.

Protein Polymer Technologies Inc – EMPLOYMENT AGREEMENT (March 24th, 2000)
Protein Polymer Technologies Inc – EMPLOYMENT AGREEMENT (March 24th, 2000)
Protein Polymer Technologies Inc – LICENSE AND DEVELOPMENT AGREEMENT (March 24th, 2000)
Protein Polymer Technologies Inc – EMPLOYMENT AGREEMENT (March 24th, 2000)
Protein Polymer Technologies Inc – AGREEMENT (March 24th, 2000)
Protein Polymer Technologies Inc – SUPPLY AGREEMENT (March 24th, 2000)
Protein Polymer Technologies Inc – ESCROW AGREEMENT (March 24th, 2000)
Protein Polymer Technologies Inc – EMPLOYMENT AGREEMENT (March 24th, 2000)
Protein Polymer Technologies Inc – WARRANT (November 12th, 1999)
Protein Polymer Technologies Inc – SECOND AMENDMENT TO STOCKHOLDER PROTECTION AGREEMENT (November 12th, 1999)
Protein Polymer Technologies Inc – SECURITIES PURCHASE AGREEMENT (November 12th, 1999)
Protein Polymer Technologies Inc – SECURITIES PURCHASE AGREEMENT (March 5th, 1999)
Protein Polymer Technologies Inc – SECOND WARRANT (March 5th, 1999)
Protein Polymer Technologies Inc – FIRST WARRANT (March 5th, 1999)
Protein Polymer Technologies Inc – FIRST AMENDMENT TO STOCKHOLDER PROTECTION AGREEMENT (August 14th, 1998)
Protein Polymer Technologies Inc – 1992 STOCK OPTION PLAN/1//2/ (July 28th, 1998)