0001436318-08-000002 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2008 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New Jersey

THIS AGREEMENT made in Iselin, New Jersey this 1st day of October 2008 (the “Effective Date”), between SyntheMed, Inc., a Delaware corporation (the "Company"), and Robert P. Hickey, the undersigned individual ("Executive").

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AGENCY AGREEMENT
Agency Agreement • November 14th, 2008 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • England and Wales

Clubb Capital Limited (the “Agent”), understands that SyntheMed, Inc. (the “Corporation”), a Delaware corporation, proposes to issue to investors secured by the Agent, up to 15,000,000 units (“Units”) each comprised of one common share of the Corporation’s Common Stock, par value $0.001 per share (“Common Stock”) and one purchase warrant to purchase one common share of Common Stock (an “Investor Warrant”). The Units shall be issued and sold at a price of $0.40 per Unit (the “Issue Price”). The Units shall be sold pursuant to a subscription agreement, as may be supplemented upon mutual agreement of the Corporation and the Agent, the form of which is attached hereto as Appendix I (the “Subscription Agreement”). The offering of the Units (the “Offering”) will be consummated in one or more closings, the final closing to occur on or before October 31, 2008, or such other date mutually agreed to by the Corporation and the Agent (the date of each closing being referred to herein as a “Closing

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 14th, 2008 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
SYNTHEMED, INC. CONSULTING AGREEMENT
Consulting Agreement • November 14th, 2008 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New Jersey

This Consulting Agreement (the "Agreement") is entered into effective October 1, 2008 (the “Effective Date”) by and between SyntheMed, Inc., a Delaware corporation (the "Company"), and Richard L. Franklin, MD ("Consultant").

SYNTHEMED, INC. CONSULTING AGREEMENT
Consulting Agreement • November 14th, 2008 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New Jersey

This Consulting Agreement (the "Agreement") is entered into effective October 1, 2008 (the “Effective Date”) by and between SyntheMed, Inc., a Delaware corporation (the "Company"), and Gere S. diZerega, MD ("Consultant").

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