SYNTHEMED, INC. STOCK OPTION AGREEMENT UNDER THE 2006 STOCK OPTION PLAN (Incentive Stock Option)
UNDER
THE 2006 STOCK OPTION PLAN
(Incentive
Stock Option)
NOTE
TO
GRANTEE: SEE SECTION 13 REGARDING LACK OF ISO TREATMENT FOR CERTAIN
POST-TERMINATION EXERCISES.
AGREEMENT
entered into as of the date set forth on the signature page hereto by and
between SyntheMed, Inc., a Delaware corporation, with a business address of
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, together with its
subsidiaries, if any, the "Company"), and the undersigned (the
"Grantee").
WHEREAS,
the Company desires to grant to the Grantee an incentive stock option under
the
Company’s 2006 Stock Option Plan (the “2006 Plan”) to acquire shares of the
Company's Common Stock, $.001 par value (the "Shares"); and
WHEREAS,
the 2006 Plan provides that each option is to be evidenced by an option
agreement, setting forth the terms and conditions of the option.
NOW
THEREFORE, in consideration of the premises and of the mutual covenants and
agreements contained herein, the Company and the Grantee hereby agree as
follows:
1. Grant
of Option.
The
Company hereby grants to the Grantee an incentive stock option (the "Option")
under the 2006 Plan to purchase all or any part of an aggregate of the number
of
Shares set forth on the signature page to this Agreement on the terms and
conditions hereinafter set forth. The Option is intended to be treated as an
incentive stock option under Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
2. Purchase
Price.
The
purchase price ("Purchase Price") for the Shares covered by the Option shall
be
the dollar amount per share set forth on the signature page to this
Agreement.
3. Time
of Vesting and Exercise of Option.
Subject
to Section 4 hereof, the Option shall vest and become exercisable on the dates
and as to the installment amounts set forth on the signature page to this
Agreement. To the extent the Option (or any portion thereof) is not exercised
by
the Grantee when it becomes exercisable, it shall not expire, but shall be
carried forward and shall be exercisable, on a cumulative basis, until the
Expiration Date (as hereinafter defined) or until earlier termination as
hereinafter provided.
4. Term;
Extent of Exercisability.
The
Option shall expire as to each installment amount on the date set forth next
to
each such amount on the signature page to this Agree-ment (the "Expiration
Date"), subject to earlier termination as herein provided.
(a) Termination
Without Cause. In the event the Grantee’s employment or service is
terminated
1
by
the
Company for any reason other than “disability”, death or for “cause”
(collectively, a “Termination without cause”), the Option shall become one
hundred percent vested and fully exercisable immediately, and shall terminate
on
the earlier to occur of (i) the first anniversary of the date on which the
Grantee’s employment or service is terminated by the Company, or second
anniversary thereof in the case of such termination during the first year of
the
Option’s term, and (ii) the the date of expiration of the Option term.
(b) Termination
For Cause. In the event the Grantee’s employment or service is terminated by the
Company for “cause”, the Option shall terminate as of the date the Grantee’s
employment or service is terminated by the Company and the Grantee shall
automatically forfeit all shares underlying any exercised portion of the Option
for which the Company has not yet delivered the share certificates, upon refund
by the Company of the Exercise Price paid by the Grantee for such
shares.
(c) Termination
Due to Disability. In the event the Grantee’s employment or service is
terminated by the Company on account of Grantee’s “disability”, the Option shall
become one hundred percent vested and fully exercisable by the Grantee
immediately, and shall terminate on the earlier to occur of the first
anniversary thereof or the date of expiration of the Option term.
(d) Termination
Due to Death. If the Grantee dies while employed by or providing service to
the
Company, the Option shall become one hundred percent vested and fully
exercisable by the Grantee immediately, and shall terminate on the later to
occur of the first anniversary thereof or six months after the probate of the
Grantee’s estate, but in any event no later than the date of expiration of the
Option Term.
(e) Voluntary
Termination. In the event the Grantee terminates his or her employment with
or
services to the Company at his or her own volition, the Option shall, unless
the
Committee determines otherwise, terminate on the expiration of six (6) months
after the date on which the Grantee’s employment with or service to the Company
is terminated, or one (1) year in the case of termination of employment or
services during the first year of the Option term, but in no event later than
the date of expiration of the Option term. Any portion of the Option that is
not
exercisable as of the date on which the Grantee’s employment with or service to
the Company is terminated shall terminate as of such date unless the Committee
determines otherwise.
(f) Termination
Without Cause Upon a Change of Control. Notwithstanding the provisions of
Section 4(a) above, if the Grantee’s employment or service is terminated by the
Company on account of a “termination without cause” during the one year period
following a Change of Control, as such term is defined in the 2006 Plan, the
Option shall become one hundred percent vested and fully exercisable for the
two
year period after the date on which the Grantee’s employment or service is
terminated by the Company, but in no event later than the date of expiration
of
the Option term.
|
(g)
|
For
purposes of this Section 4:
|
(i) The
term
“Company” shall mean the Company and its parent and subsidiary corporations, or
any successor thereto.
(ii) The
term
“disability” shall mean a Grantee’s becoming disabled within the meaning of
section 22(e)(3) of the Code.
(iii) The
term
“termination for cause” shall mean, except to the extent specified otherwise by
the Committee that the Grantee has materially breached his or her employment
or
service contract with the Company, or has been engaged in fraud, embezzlement,
theft, commission of a felony in the course of his or her employment or service
which is injurious to the Company, or has disclosed trade secrets or
confidential information of the Company to persons not entitled to receive
such
information. If this clause (iii) conflicts with the definition of “Cause” or
“termination for cause” (or any similar definition) in an employment or service
agreement between the Company and the Grantee, the terms of the employment
or
service agreement shall govern.
2
5. Manner
of Exercise of Option.
(a) To
the
extent that the right to exercise the Option has accrued and is in effect,
the
Option may be exercised in full or in part by giving written notice to the
Company stating the number of Shares as to which the Option is being exer-cised
and accompanied by payment in full for such Shares. No partial exercise may
be
made for less than one hundred (100) full Shares of Common Stock. Payment shall
be made in accordance with the terms of the 2006 Plan. Upon such exercise,
delivery of a certificate for paid-up, non-assessable Shares shall be made
at
the principal office of the Company to the person exercising the Option, not
less than fifteen (15) and not more than forty-five (45) days from the date
of
receipt of the notice by the Company.
(b) The
Company shall at all times during the term of the Option reserve and keep
available such number of Shares of its Common Stock as will be sufficient to
satisfy the requirements of the Option.
6. Non-Transferability.
During
the Grantee’s lifetime, the Option shall only be exercisable by the Grantee.The
Option is not transferable by the Grantee except (i) by will, (ii) by the laws
of descent and distribution or (iii) as otherwise permitted under Rule
421-1(b)(2) promulgated under the Code (or any successor rule) and approved
by
the Committee. If the Grantee dies prior to termination of the Option, any
person designated by the Grantee to exercise the Option or other person entitled
to succeed to the rights of the Grantee (“Successor Grantee”) may exercise the
Grantee’s rights under the Option. A Successor Grantee must furnish proof
satisfactory to the Company of his or her right to receive the
Option.
7. Representation
Letter and Investment Legend.
In
the
event that for any reason the Shares to be issued upon exercise of the Option
shall not be effectively registered under the Securities Act of 1933 (" 1933
Act"), upon any date on which the Option is exercised in whole or in part,
the
person exercising the Option shall give a written representation to the Company
in the form attached hereto as Exhibit 1 and the Company shall place an
"investment legend", so-called, as described in Exhibit 1, upon any certificate
for the Shares issued by reason of such exercise.
|
8.
|
Adjustments
on Changes in Capitalization.
|
Adjustments
on changes in capitalization and the like shall be made in accordance with
the
2006 Plan.
9. No
Special Employment Rights.
Nothing
contained in this Option shall be construed or deemed by any person under any
circumstances to bind the Company to continue the employment of the Grantee
for
the period within which this Option may be exercised or otherwise. However,
during the period of the Grantee's employment, the Grantee shall render
diligently and faithfully the services which are assigned to the Grantee from
time to time by the Board of Directors or by the executive officers of the
Company and shall at no time take any action which directly or indi-rectly
would
be inconsistent with the best interests of the Company.
10. Rights
as a Stockholder.
The
Grantee shall have no rights as a stockholder with respect to any Shares which
may be purchased by exercise of this Option unless and until a certificate
or
certificates representing such Shares are duly issued and delivered to the
Grantee.
11. Notice
of Disqualifying Disposition.
If
the
Grantee sells or otherwise disposes of any of the Shares acquired pursuant
to
the exercise of the Option on or before the later of (i) the date that is two
years after the date of grant of the Option, and (ii) the date
3
that
is
one (1) year after the transfer of the Shares to the Grantee upon exercise
of
the Option, the Grantee shall promptly make the information regarding such
disposition available to the Company.
12. Withholding
of Taxes.
The
Company shall be entitled to refrain form issuing any Shares upon exercise
of
the Option until appropriate arrangements satisfactory to the Company have
been
made for the payment of any tax amounts (federal, state, local or other) that
may be required to be withheld or paid with respect thereto at the minimum
statutory rate. The Company shall have the right to take such action as may
be
necessary or appropriate to satisfy any such tax obligations including, without
limitation, deducting the same from any other remuneration owing to the Grantee.
The Company may, in its sole discretion and in accordance with procedures it
may
establish, permit the Grantee to satisfy any such tax obligation through
election to withhold Shares purchased upon exercise of the Option or by delivery
to the Company of already owned shares of Common Stock. The Grantee acknowledges
that if he or she is subject to Section 16 of the Securities Exchange Act of
1934, payment of taxes in such manner may be deemed under Section 16 to be
non-exempt “sales” of the shares so withheld or delivered unless approved in
advance by the Board of Directors or by the Committee.
13. No
Guarantee of Tax Consequences; Lack of ISO treatment for Certain
Exercises.
The
Company makes no representation, commitment or guarantee that any federal or
state tax treatment will apply or be available to any person eligible for the
benefits under the Option. Under Federal income tax rules in effect on the
grant
date, the exercise of incentive stock options will not result in taxable income
to the grantee provided that the grantee was, without a break in service, an
employee of the grantor company or a subsidiary during the period beginning
on
the date of grant and ending on the date three months prior to the date of
exercise (or one year prior to the date of exercise if the grantee is deceased
or disabled). Under certain circumstances, this Option permits exercise for
limited periods of time after such three-month period. If
the Option is exercised after such three-month period, it will not be considered
an incentive stock option and the exercise will generally result in recognition
of taxable income. The Grantee is advised to obtain tax advice regarding the
exercise of the Option and sale of the underlying stock.
14. 2006
Plan.
The
Option is granted pursuant to the 2006 Plan and the Option and this Agreement
are subject to the provisions of the 2006 Plan, which is hereby incorporated
herein and is made a part hereof. By execution of this Agreement, the Grantee
agrees to be bound by all of the terms, provisions, conditions and limitations
of the 2006 Plan as implemented by the Option and this Agreement, together
with
all rules and determinations from time to time issued by the Board of Directors
or Committee pursuant to the 2006 Plan.
[SIGNATURE
PAGE FOLLOWS]
4
IN
WITNESS WHEREOF, the Company has caused this Agreement to be exe-cuted, and
the
Grantee has hereunto set his or her hand, all as of the day of .
By:
Title:
GRANTEE
Print
Name:
Sign
Name:
Address:
Social
Security Number:
OPTION
INFORMATION
Total
Number of Shares Underlying Option:
Purchase
Price Per Share:
VESTING
& EXPIRATION SCHEDULE
|
Vesting
Date
|
Number
of Shares
|
Expiration
Date
|
||
5
EXHIBIT
1
Gentlemen:
In
connection with the exercise by me of an option to purchase shares of Common
Stock, $.001 par value, of SyntheMed, Inc. (the "Company"), I hereby
acknowl-edge that I have been informed as follows:
1. The
shares of Common Stock of the Company to be issued to me pursuant to the
exercise of said option (the "Shares") have not been registered under the
Securities Act of 1933, as amended (the "Securities Act") and, accordingly,
must
be held indefinitely unless the Shares are subsequently regis-tered under the
Securities Act, or an exemption from such registration is
available.
2. Routine
sales of securities made in reliance upon Rule 144 under the Securities Act
can
be made only after the holding period provided by that Rule has been satisfied,
and, in any sale to which that Rule is not applicable, registration or
compliance with some other exemp-tion under the Securities Act will be
required.
3. The
availability of Rule 144 is dependent upon adequate current public infor-mation
with respect to the Company being available and, at the time that I may desire
to make a sale pursuant to the Rule, the Company may neither wish nor be able
to
comply with such requirement.
In
consideration of the issuance of certificates for the Shares to me, I hereby
represent and warrant that I am acquiring the Shares for my own account for
investment, and that I will not sell, pledge or transfer the Shares in the
absence of an effective registration state-ment covering the same, except as
permitted by the provisions of Rule 144, if applicable, or some other applicable
exemption under the Securities Act. In view of this representation and warranty,
I agree that there may be affixed to the certificates for the Shares to be
issued to me, and to all certificates issued hereafter representing the Shares
(until in the opinion of counsel, which opinion must be reasonably satisfactory
in form and substance to counsel for the Company, it is no longer necessary
or
required) a legend as follows:
|
"The
securities represented by this certificate have not been registered
under
the Securities Act of 1933, as amended, and were acquired by the
registered holder pursuant to a representation and warranty that
such
holder was acquir-ing the Shares for his own account and for investment,
with no intention of transfer or disposition of the same in violation
of
the registration requirements of that Act. These securities may not
be
sold, pledged, or transferred in the absence of an effective registration
statement under such Act, or an opinion of counsel, which opinion
is
reasonably satisfactory to counsel to the Company, to the effect
that
registration is not required under such
Act."
|
I
further
agree that the Company may place a stop transfer order with its transfer agent,
prohibiting the transfer of the Shares, so long as the legend remains on the
certificates represent-ing the Shares.
Very
truly yours,
Dated:
_____________
6
UNDER
THE 2006 STOCK OPTION PLAN
(Non-Qualified
Stock Option)
AGREEMENT
entered into as of the date set forth on the signature page hereto by and
between SyntheMed, Inc., a Delaware corporation, with a business address of
▇▇
▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (together with its subsidiaries, if any,
the
"Company"), and the undersigned (the "Grantee").
WHEREAS,
the Company desires to grant to the Grantee a non-qualified stock option under
the Company’s 2006 Stock Option Plan (the “2006 Plan”) to acquire shares of the
Company's Common Stock, $.001 par value (the "Shares"); and
WHEREAS,
the 2006 Plan provides that each option is to be evidenced by an option
agreement, setting forth the terms and conditions of the option.
NOW
THEREFORE, in consideration of the premises and of the mutual covenants and
agreements contained herein, the Company and the Grantee hereby agree as
follows:
1. Grant
of Option.
The
Company hereby grants to the Grantee a non-qualified stock option (the "Option")
under the 2006 Plan to purchase all or any part of an aggregate of the number
of
Shares set forth on the signature page to this Agreement on the terms and
conditions hereinafter set forth. The Option shall NOT be treated as an
incentive stock option under Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
2. Purchase
Price.
The
purchase price ("Purchase Price") for the Shares covered by the Option shall
be
the dollar amount per share set forth on the signature page to this
Agreement.
3. Time
of Vesting and Exercise of Option.
Subject
to Section 4 hereof, the Option shall vest and become exercisable on the dates
and as to the installment amounts set forth on the signature page to this
Agreement. To the extent the Option (or any portion thereof) is not exercised
by
the Grantee when it becomes exercisable, it shall not expire, but shall be
carried forward and shall be exercisable, on a cumulative basis, until the
Expiration Date (as hereinafter defined) or until earlier termination as
hereinafter provided.
4. Term;
Extent of Exercisability.
The
Option shall expire as to each installment amount on the date set forth next
to
each such amount on the signature page to this Agree-ment (the "Expiration
Date"), subject to earlier termination as herein provided.
(a) Termination
Without Cause. In the event the Grantee’s employment or service is terminated by
the Company for any reason other than “disability”, death or for “cause”
(collectively, a “Termination without cause”), the Option shall become one
hundred percent vested and fully exercisable immediately, and shall terminate
on
the earlier to occur of (i) the first anniversary of the date on which the
Grantee’s employment or service is terminated by the Company, or second
anniversary thereof in the case of such termination during the first year of
the
Option’s term,
7
and
(ii)
the date of expiration of the Option term.
(b) Termination
For Cause. In the event the Grantee’s employment or service is terminated by the
Company for “cause”, the Option shall terminate as of the date the Grantee’s
employment or service is terminated by the Company and the Grantee shall
automatically forfeit all shares underlying any exercised portion of the Option
for which the Company has not yet delivered the share certificates, upon refund
by the Company of the Exercise Price paid by the Grantee for such
shares.
(c) Termination
Due to Disability. In the event the Grantee’s employment or service is
terminated by the Company on account of Grantee’s “disability”, the Option shall
become one hundred percent vested and fully exercisable by the Grantee
immediately, and shall terminate on the earlier to occur of the first
anniversary thereof or the date of expiration of the Option term.
(d) Termination
Due to Death. In the event of the death of the Grantee, the Option shall become
one hundred percent vested and fully exercisable by the Grantee immediately,
and
shall terminate on the earlier to occur of the first anniversary thereof or
six
months after the probate of the Grantee’s estate, but in any event no later than
the date of expiration of the Option term.
(e) Voluntary
Termination. In the event the Grantee terminates his or her employment with
or
services to the Company at his or her own volition, the Option shall, unless
the
Committee determines otherwise, terminate on the expiration of six (6) months
after the date on which the Grantee’s employment with or service to the Company
is terminated, or one (1) year in the case of termination of employment or
services during the first year of the Option term, but in no event later than
the date of expiration of the Option term. Any portion of the Option that is
not
exercisable as of the date on which the Grantee’s employment with or service to
the Company is terminated shall terminate as of such date unless the Committee
determines otherwise.
(f) Termination
Without Cause Upon a Change of Control. Notwithstanding the provisions of
Section 4(a) above, if the Grantee’s employment or service is terminated by the
Company on account of a “termination without cause” during the one year period
following a Change of Control, as such term is defined in the 2006 Plan, the
Option shall become one hundred percent vested and fully exercisable for the
two
year period after the date on which the Grantee’s employment or service is
terminated by the Company, but in no event later than the date of expiration
of
the Option term.
(g) For
purposes of this Section 4:
(i) The
term
“Company” shall mean the Company and its parent and subsidiary corporations, or
any successor thereto.
(ii) The
term
“disability” shall mean a Grantee’s becoming disabled within the meaning of
section 22(e)(3) of the Code.
(iii) The
term
“termination for cause” shall mean, except to the extent specified otherwise by
the Committee that the Grantee has materially breached his or her employment
or
service contract with the Company, or has been engaged in fraud, embezzlement,
theft, commission of a felony in the course of his or her employment or service
which is injurious to the Company, or has disclosed trade secrets or
confidential information of the Company to persons not entitled to receive
such
information. If this clause (iii) conflicts with the definition of “Cause” or
“termination for cause” (or any similar definition) in an employment or service
agreement between the Company and the Grantee, the terms of the employment
or
service agreement shall govern.
5. Manner
of Exercise of Option.
(a) To
the extent
that the right to exercise the Option has accrued and is in effect, the
Option
8
may
be
exercised in full or in part by giving written notice to the Company stating
the
number of Shares as to which the Option is being exer-cised and accompanied
by
payment in full for such Shares. No partial exercise may be made for less than
one hundred (100) full Shares of Common Stock. Payment shall be made in
accordance with the terms of the 2006 Plan. Upon such exercise, delivery of
a
certificate for paid-up, non-assessable Shares shall be made at the principal
office of the Company to the person exercising the Option, not less than fifteen
(15) and not more than forty-five (45) days from the date of receipt of the
notice by the Company.
(b) The
Company shall at all times during the term of the Option reserve and keep
available such number of Shares of its Common Stock as will be sufficient to
satisfy the requirements of the Option.
6. Non-Transferability.
Except
as
provided below, only the Grantee or his or her authorized representative may
exercise rights under the Option. The Grantee may not transfer the Option except
(i) by will, (ii) by the laws of descent and distribution, (iii) to the Company
(as contemplated by Rule 16b-3 of the Exchange Act, (iv) pursuant to a domestic
relations order (as defined under the Code or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the regulations thereunder), or
(v)
as otherwise permitted by the Committee. If the Grantee dies prior to
termination of the Option, any person designated by the Grantee to exercise
the
Option or other person entitled to succeed to the rights of the Grantee
(“Successor Grantee”) may exercise the Grantee’s rights under the Option. A
Successor Grantee must furnish proof satisfactory to the Company of his or
her
right to receive the Option.
7. Representation
Letter and Investment Legend.
In
the
event that for any reason the Shares to be issued upon exercise of the Option
shall not be effectively registered under the Securities Act of 1933 (" 1933
Act"), upon any date on which the Option is exercised in whole or in part,
the
person exercising the Option shall give a written representation to the Company
in the form attached hereto as Exhibit 1 and the Company shall place an
"investment legend", so-called, as described in Exhibit 1, upon any certificate
for the Shares issued by reason of such exercise.
|
8.
|
Adjustments
on Changes in Capitalization.
|
Adjustments
on changes in capitalization and the like shall be made in accordance with
the
2006 Plan.
9. No
Special Employment Rights.
The
provisions of this Section 9 are applicable only to Grantees who are employ-ees
of the Company. Nothing contained in this Option shall be construed or deemed
by
any person under any circumstances to bind the Company to continue the
employment of the Grantee for the period within which this Option may be
exercised. However, during the period of the Grantee's employment, the Grantee
shall render diligently and faithfully the services which are assigned to the
Grantee from time to time by the Board of Directors or by the executive officers
of the Company and shall at no time take any action which directly or
indi-rectly would be inconsistent with the best interests of the Company.
10. Rights
as a Stockholder.
The
Grantee shall have no rights as a stockholder with respect to any Shares which
may be purchased by exercise of this Option unless and until a certificate
or
certificates representing such Shares are duly issued and delivered to the
Grantee.
9
11. Withholding
Taxes.
The
Company shall be entitled to refrain form issuing any Shares upon exercise
of
the Option until appropriate arrangements satisfactory to the Company have
been
made for the payment of any tax amounts (federal, state, local or other) that
may be required to be withheld or paid with respect thereto at the minimum
statutory rate. The Company shall have the right to take such action as may
be
necessary or appropriate to satisfy any such tax obligations including, without
limitation, deducting the same from any other remuneration owing to the Grantee.
The Company may, in its sole discretion and in accordance with procedures it
may
establish, permit the Grantee to satisfy any such tax obligation through
election to withhold Shares purchased upon exercise of the Option or by delivery
to the Company of already owned shares of Common Stock. The Grantee acknowledges
that if he or she is subject to Section 16 of the Securities Exchange Act of
1934, payment of taxes in such manner may be deemed under Section 16 to be
non-exempt “sales” of the shares so withheld or delivered unless approved in
advance by the Board of Directors or by the Committee.
12. No
Guarantee of Tax Consequences.
The
Company makes no representation, commitment or guarantee that any federal or
state tax treatment will apply or be available to any person eligible for the
benefits under the Option.
13. 2006
Plan.
The
Option is granted pursuant to the 2006 Plan and the Option and this Agreement
are subject to the provisions of the 2006 Plan, which is hereby incorporated
herein and is made a part hereof. By execution of this Agreement, the Grantee
agrees to be bound by all of the terms, provisions, conditions and limitations
of the 2006 Plan as implemented by the Option and this Agreement, together
with
all rules and determinations from time to time issued by the Board of Directors
or Committee pursuant to the 2006 Plan.
[SIGNATURE
PAGE FOLLOWS]
10
IN
WITNESS WHEREOF, the Company has caused this Agreement to be exe-cuted, and
the
Grantee has hereunto set his or her hand, all as of _______________10th
day of
May, 2006.
By:
Title:
President and CEO
GRANTEE
Print
Name:
Sign
Name:
Address:
Social
Security Number:
OPTION
INFORMATION
Total
Number of Shares Underlying Option:
Purchase
Price Per Share:
VESTING
& EXPIRATION SCHEDULE
|
Vesting
Date
|
Number
of Shares
|
Expiration
Date
|
||
11
EXHIBIT
1
Gentlemen:
In
connection with the exercise by me of an option to purchase shares of Common
Stock, $.001 par value, of SyntheMed, Inc. (the "Company"), I hereby
acknowl-edge that I have been informed as follows:
1. The
shares of Common Stock of the Company to be issued to me pursuant to the
exercise of said option (the "Shares") have not been registered under the
Securities Act of 1933, as amended (the "Securities Act") and, accordingly,
must
be held indefinitely unless the Shares are subsequently regis-tered under the
Securities Act, or an exemption from such registration is
available.
2. Routine
sales of securities made in reliance upon Rule 144 under the Securities Act
can
be made only after the holding period provided by that Rule has been satisfied,
and, in any sale to which that Rule is not applicable, registration or
compliance with some other exemp-tion under the Securities Act will be
required.
3. The
availability of Rule 144 is dependent upon adequate current public infor-mation
with respect to the Company being available and, at the time that I may desire
to make a sale pursuant to the Rule, the Company may neither wish nor be able
to
comply with such requirement.
In
consideration of the issuance of certificates for the Shares to me, I hereby
represent and warrant that I am acquiring the Shares for my own account for
investment, and that I will not sell, pledge or transfer the Shares in the
absence of an effective registration state-ment covering the same, except as
permitted by the provisions of Rule 144, if applicable, or some other applicable
exemption under the Securities Act. In view of this representation and warranty,
I agree that there may be affixed to the certificates for the Shares to be
issued to me, and to all certificates issued hereafter representing the Shares
(until in the opinion of counsel, which opinion must be reasonably satisfactory
in form and substance to counsel for the Company, it is no longer necessary
or
required) a legend as follows:
|
"The
securities represented by this certificate have not been registered
under
the Securities Act of 1933, as amended, and were acquired by the
registered holder pursuant to a representation and warranty that
such
holder was acquir-ing the Shares for his own account and for investment,
with no intention of transfer or disposition of the same in violation
of
the registration requirements of that Act. These securities may not
be
sold, pledged, or transferred in the absence of an effective registration
statement under such Act, or an opinion of counsel, which opinion
is
reasonably satisfactory to counsel to the Company, to the effect
that
registration is not required under such
Act."
|
I
further
agree that the Company may place a stop transfer order with its transfer agent,
prohibiting the transfer of the Shares, so long as the legend remains on the
certificates represent-ing the Shares.
Very
truly yours,
Dated:
_____________
12