MZT Holdings, Inc. Contracts & Agreements

CERTIFICATE OF DISSOLUTION OF MZT HOLDINGS, INC. (Filed With SEC on January 22, 2008)

Agreement of Termination of the Collateral Assignment Agreement (Filed With SEC on January 3, 2008)

Amended and Restated Change of Control Agreement (Filed With SEC on January 3, 2008)

AMENDMENT TO AND CONSENT OF UNDERSIGNED HOLDERS OF CERTAIN SECURED PROMISSORY NOTES DATED JANUARY 13, 2006 AND JANUARY 22, 2007 (Filed With SEC on December 27, 2007)

COLLATERAL ASSIGNMENT AND CONSENT (Filed With SEC on December 18, 2007)

CONSENT OF THE MAJORITY HOLDERS OF 15% SECURED CONVERTIBLE PROMISSORY NOTES DATED JANUARY 13, 2006 AND DATED JANUARY 22, 2007 AND SECURED PROMISSORY NOTES DATED AUGUST 30, 2007 (Filed With SEC on December 18, 2007)

AGREEMENT AND AMENDMENT OF CERTAIN OF THE 15% SECURED CONVERTIBLE PROMISSORY NOTES DATED JANUARY 13, 2006 AND DATED JANUARY 22, 2007 (Filed With SEC on December 18, 2007)

AMENDMENT TO CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK OF MATRITECH, INC. FILED WITH THE SECRETARY OF STATE OF DELAWARE ON MARCH... (Filed With SEC on December 18, 2007)

AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MATRITECH, INC. (Filed With SEC on December 18, 2007)

INDEMNIFICATION AGREEMENT (Filed With SEC on December 12, 2007)

SECOND AMENDED NON-DISCLOSURE AND INVENTIONS AGREEMENT (Filed With SEC on December 12, 2007)

Amended and Restated Change of Control Agreement dated October 5, 2007 (Filed With SEC on October 12, 2007)

AMENDED NON-DISCLOSURE AND INVENTIONS AGREEMENT (Filed With SEC on October 12, 2007)

Termination Agreement (Filed With SEC on October 2, 2007)

SECURITIES PURCHASE AGREEMENT (Filed With SEC on September 4, 2007)

15% SECURED PROMISSORY NOTE Issuance Date:August 30, 2007 Principal:$1,750,000 (Filed With SEC on September 4, 2007)

SECOND AMENDED AND RESTATED SECURITY AGREEMENT (Filed With SEC on September 4, 2007)

SECOND AMENDED AND RESTATED CONTINGENT LICENSE AGREEMENT (Filed With SEC on September 4, 2007)

CONSENT OF THE MAJORITY HOLDERS OF 15% SECURED CONVERTIBLE PROMISSORY NOTES DATED JANUARY 13, 2006 AND DATED JANUARY 22, 2007 (Filed With SEC on September 4, 2007)

AGREEMENT AND AMENDMENT OF CERTAIN OF THE 15% SECURED CONVERTIBLE PROMISSORY NOTES DATED JANUARY 13, 2006 AND DATED JANUARY 22, 2007 (Filed With SEC on September 4, 2007)

VERY SHORT TERM DEFERRAL CONSENT OF HOLDER OF 15% SECURED CONVERTIBLE PROMISSORY NOTES DATED JANUARY 13, 2006 AND/OR DATED JANUARY 22, 2007 TO DEFER PAYMENTS UNTIL AUGUST 31, 2007 (Filed With SEC on August 30, 2007)

MULTI-MONTH DEFERRAL CONSENT OF HOLDER OF 15% SECURED CONVERTIBLE PROMISSORY NOTES DATED JANUARY 13, 2006 AND/OR DATED JANUARY 22, 2007 TO DEFER PAYMENTS (Filed With SEC on August 30, 2007)

EX-2.1 Asset Purchase Agreement, dated August 27, 2007 (Filed With SEC on August 28, 2007)

SHORT TERM DEFERRAL CONSENT OF HOLDER OF 15% SECURED CONVERTIBLE PROMISSORY NOTES DATED JANUARY 13, 2006 AND/OR DATED JANUARY 22, 2007 TO DEFER PAYMENTS UNTIL AUGUST 28, 2007 (Filed With SEC on August 16, 2007)

MULTI-MONTH DEFERRAL CONSENT OF HOLDER OF 15% SECURED CONVERTIBLE PROMISSORY NOTES DATED JANUARY 13, 2006 AND/OR DATED JANUARY 22, 2007 TO DEFER PAYMENTS (Filed With SEC on August 16, 2007)

CONSENT OF THE MAJORITY HOLDERS OF 15% SECURED CONVERTIBLE PROMISSORY NOTES DATED JANUARY 13, 2006 AND DATED JANUARY 22, 2007 (Filed With SEC on August 10, 2007)

AMENDMENT TO CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK OF MATRITECH, INC. FILED IN THE SECRETARY OF STATE OF DELAWARE ON MARCH 4,... (Filed With SEC on August 10, 2007)

CONSENT OF HOLDERS OF A MAJORITY OF OUTSTANDING PRINCIPAL VALUE OF 15% SECURED CONVERTIBLE PROMISSORY NOTES DATED JANUARY 13, 2006 AND DATED JANUARY 22, 2007 TO DEFER PAYMENTS (Filed With SEC on August 10, 2007)

AGREEMENT AND AMENDMENT TO 15% SECURED CONVERTIBLE PROMISSORY NOTES DATED JANUARY 13, 2006 AND DATED JANUARY 22, 2007 (Filed With SEC on August 2, 2007)

PURCHASE AND SALE AGREEMENT (Filed With SEC on August 2, 2007)

ELECTION REGARDING PAYMENTS DUE JULY 13, 2007 ON SERIES A 15% SECURED CONVERTIBLE PROMISSORY NOTES DATED JANUARY 13, 2006 (Filed With SEC on July 13, 2007)

ELECTION REGARDING PAYMENTS DUE JULY 13, 2007 ON SERIES B 15% SECURED CONVERTIBLE PROMISSORY NOTES DATED JANUARY 22, 2007 (Filed With SEC on July 13, 2007)

ELECTION REGARDING PAYMENTS DUE JULY 13, 2007 ON 15% SECURED CONVERTIBLE PROMISSORY NOTES DATED JANUARY 13, 2006 AND DATED JANUARY 22, 2007 (Filed With SEC on July 13, 2007)

ELECTION REGARDING PAYMENTS DUE JUNE 13, 2007 ON SERIES A 15% SECURED CONVERTIBLE PROMISSORY NOTES (Filed With SEC on June 14, 2007)

ELECTION REGARDING PAYMENTS DUE JUNE 13, 2007 ON SERIES B 15% SECURED CONVERTIBLE PROMISSORY NOTES (Filed With SEC on June 14, 2007)

Amended and Restated Change of Control Agreement (Filed With SEC on June 13, 2007)

CONTRACT AMENDMENT NO. 1 (Filed With SEC on June 7, 2007)

EX-10.4 Lease Agreement dated October 6, 1995 (Filed With SEC on May 15, 2007)

EX-10.5 Franz Maier Employment Agreement dated July 1, 1998 (Filed With SEC on May 15, 2007)

ELECTION REGARDING PAYMENTS DUE APRIL 13, 2007 ON SERIES A 15% SECURED CONVERTIBLE PROMISSORY NOTES The undersigned Holder hereby elects to have Matritech, Inc. defer all payments... (Filed With SEC on April 16, 2007)

MATRITECH, INC. INCENTIVE STOCK OPTION AGREEMENT (Filed With SEC on March 30, 2007)

MATRITECH, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (Filed With SEC on March 30, 2007)

MATRITECH, INC. MATRITECH, INC. PERFORMANCE-BASED INCENTIVE STOCK OPTION AGREEMENT (Filed With SEC on March 30, 2007)

MATRITECH, INC. Restricted Stock Award Agreement (Filed With SEC on March 19, 2007)

CONSENT TO AMENDMENT TO SERIES B 15% SECURED CONVERTIBLE PROMISSORY NOTES DATED JANUARY 22, 2007 (Filed With SEC on March 1, 2007)

CONSENT TO AMENDMENT OF THE PURCHASE AGREEMENT FOR THE PURCHASE OF SERIES B 15% SECURED CONVERTIBLE PROMISSORY NOTES DATED JANUARY 22, 2007 (Filed With SEC on March 1, 2007)

CONSENT OF MAJORITY HOLDERS OF 15% SECURED CONVERTIBLE PROMISSORY NOTES DATED JANUARY 13, 2006 (Filed With SEC on January 24, 2007)

AGREEMENT AND AMENDMENT TO 15% SECURED CONVERTIBLE PROMISSORY NOTES DATED JANUARY 13, 2006 (Filed With SEC on January 24, 2007)

SECURITIES PURCHASE AGREEMENT (Filed With SEC on January 24, 2007)

SERIES B 15% SECURED CONVERTIBLE PROMISSORY NOTE Issuance Date: January22, 2007 Principal: $_________ (Filed With SEC on January 24, 2007)

COMMON STOCK PURCHASE WARRANT To Purchase [___ (60% of the number of shares of Common Stock that could be acquired by Purchaser at the Closing Date upon conversion of Series B... (Filed With SEC on January 24, 2007)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on January 24, 2007)

COMMON STOCK PURCHASE WARRANT To Purchase 55,556Shares of Common Stock of Matritech, Inc. (Filed With SEC on January 24, 2007)

AMENDED AND RESTATED SECURITY AGREEMENT (Filed With SEC on January 24, 2007)

AMENDED AND RESTATED CONTINGENT LICENSE AGREEMENT (Filed With SEC on January 24, 2007)

AMENDMENT TO CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK OF MATRITECH, INC. FILED IN THE SECRETARY OF STATE OF DELAWARE ON MARCH 4,... (Filed With SEC on January 24, 2007)

CONSENT OF MAJORITY HOLDERS OF 15% SECURED CONVERTIBLE PROMISSORY NOTES DATED JANUARY 13, 2006 (Filed With SEC on January 19, 2007)

Supply Agreement (Filed With SEC on November 9, 2006)

Distribution Agreement (Filed With SEC on November 9, 2006)

MATRITECH, INC. 2006 EQUITY AND INCENTIVE PLAN as amended September 15, 2006 (Filed With SEC on September 19, 2006)

MATRITECH, INC. 2002 STOCK OPTION AND INCENTIVE PLAN as amended September 15, 2006 (Filed With SEC on September 19, 2006)

MATRITECH, INC. 2006 EQUITY AND INCENTIVE PLAN (Filed With SEC on June 13, 2006)

MATRITECH, INC. INCENTIVE STOCK OPTION AGREEMENT (Filed With SEC on June 13, 2006)

Unotech Diagnostics, Inc. Matritech, Inc. By: /s/ Geng-Shuen Wu Its:President Date: 6/06/06 By: /s/ David L. Corbet Its:President&COO Date: 6/12/06 (Filed With SEC on June 13, 2006)

Change of Control Agreement (Filed With SEC on March 21, 2006)

MATRITECH, INC. RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on March 10, 2006)

MATRITECH, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (Filed With SEC on March 10, 2006)

MATRITECH, INC. RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on March 10, 2006)

MATRITECH, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (Filed With SEC on March 10, 2006)

MATRITECH, INC. PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on March 10, 2006)

SECURITIES PURCHASE AGREEMENT (Filed With SEC on January 18, 2006)

15% SECURED CONVERTIBLE PROMISSORY NOTE Issuance Date: January 13, 2006 Principal: $_________ (Filed With SEC on January 18, 2006)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on January 18, 2006)

COMMON STOCK PURCHASE WARRANT To Purchase [60% of the number of shares of Common Stock that could be acquired by Purchaser at the Closing Date upon conversion of Notes] Shares of... (Filed With SEC on January 18, 2006)

COMMON STOCK PURCHASE WARRANT To Purchase _______ Shares of Common Stock of Matritech, Inc. (Filed With SEC on January 18, 2006)

SECURITY AGREEMENT (Filed With SEC on January 18, 2006)

CONTINGENT LICENSE AGREEMENT (Filed With SEC on January 18, 2006)

AMENDMENT TO CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK OF MATRITECH, INC. FILED IN THE SECRETARY OF STATE OF DELAWARE ON MARCH 4,... (Filed With SEC on January 17, 2006)

Matritech, Inc. Amended and Restated Management Bonus Plan as of December 9, 2005 (Filed With SEC on December 9, 2005)

Mutual Termination and Release Agreement (Filed With SEC on June 20, 2005)

AMENDED REGISTRATION RIGHTS AGREEMENT (Filed With SEC on April 20, 2005)

COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of Matritech, Inc. (Filed With SEC on April 20, 2005)

REGISTRATIONRIGHTS AGREEMENT (Filed With SEC on March 8, 2005)

Name of optionee (the Optionee): Date of this option grant: Number of shares of the Companys Common Stock subject to this option (Shares): Option exercise price per share: Shares... (Filed With SEC on February 16, 2005)

EX-10.1 SUBLICENSE AGREEMENT (Filed With SEC on November 3, 2004)

EX-10.2 LETTER AGREEMENT (Filed With SEC on November 3, 2004)

EX-10.1 Second Amendment to Agreement of Lease (Filed With SEC on August 10, 2004)

EX-10.3 2002 Employee Stock Purchase Plan (Filed With SEC on August 10, 2004)

EX-4.4 SECURITIES PURCHASE AGREEMENT (Filed With SEC on November 12, 2003)

EX-4.5 REGISTRATION RIGHTS AGREEMENT (Filed With SEC on November 12, 2003)

EX-4.6 COMMON STOCK PURCHASE WARRANT (Filed With SEC on November 12, 2003)

EX-4.1 SECURITIES PURCHASE AGREEMENT (Filed With SEC on October 16, 2003)

EX-4.2 REGISTRATION RIGHTS AGREEMENT (Filed With SEC on October 16, 2003)

EX-4.3 COMMON STOCK PURCHASE WARRANT (Filed With SEC on October 16, 2003)

EX-10.21 DISTRIBUTION AGREEMENT (Filed With SEC on March 31, 2003)

EX-10.22 LICENSE AND SUPPLY AGREEMENT (Filed With SEC on March 31, 2003)

EX-10.1 LICENSE AGREEMENT (Filed With SEC on March 15, 2002)

EX-10.2 1998 STOCK PLAN (Filed With SEC on March 15, 2002)

EX-10.5 1992 EMPLOYEE STOCK PURCHASE PLAN (Filed With SEC on March 15, 2002)

EX-10.6 FORM OF INDEMNITY AGREEMENT (Filed With SEC on March 15, 2002)

EX-10.7 FOURTH AMEND TO LICENSE AGREEMENT (Filed With SEC on March 15, 2002)

EX-10.8 FIFTH AMEND TO LICENSE AGREEMENT (Filed With SEC on March 15, 2002)

EX-10.9 EXCLUSIVE DISTRIBUTION AGREEMENT (Filed With SEC on March 15, 2002)

EX-10.11 SIXTH AMEND TO LICENSE AGREEMENT (Filed With SEC on March 15, 2002)

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MZT Holdings, Inc. Contracts & Agreements