AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENTDistribution Agreement • June 1st, 2001 • Macropore Inc • Orthopedic, prosthetic & surgical appliances & supplies
4,000,000 Shares CYTORI THERAPEUTICS, INC. Common Stock ($0.001 par value per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • October 8th, 2010 • Cytori Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
CYTORI THERAPEUTICS, INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIESIndenture • May 9th, 2014 • Cytori Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
INDENTURE, dated as of [—], 20[—], among CYTORI THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2022 • Plus Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 2, 2022, by and between PLUS THERAPEUTICS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 8th, 2014 • Cytori Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 8, 2014, between Cytori Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 5th, 2015 • Cytori Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 5, 2015, is by and among Cytori Therapeutics, Inc., a Delaware corporation with headquarters located at 3020 Callan Road, San Diego, CA 92121 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
7,020,000 Shares of Common Stock par value $0.001 1,053,000 Over-Allotment Shares Cytori Therapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2012 • Cytori Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
CYTORI THERAPEUTICS, INC. SALES AGREEMENTSales Agreement • May 12th, 2014 • Cytori Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
Cytori Therapeutics, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
ContractCytori Therapeutics, Inc. • April 12th, 2017 • Surgical & medical instruments & apparatus • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF SUCH SECURITIES BY ANY PERSON FOR A PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS IMMEDIATELY FOLLOWING THE DATE OF THE PROSPECTUS SUPPLEMENT RELATING TO REGISTRATION STATEMENT NO.: 333-195846 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, EXCEPT IN ACCORDANCE WITH FINRA RULE 5110(G)(2).
CYTORI THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 12th, 2017 • Cytori Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
The undersigned, Cytori Therapeutics, Inc., a company incorporated under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Cytori Therapeutics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for whom Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
PURCHASE AGREEMENTPurchase Agreement • October 6th, 2020 • Plus Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
PURCHASE AGREEMENT (the “Agreement”), dated as of September 30, 2020, by and between PLUS THERAPEUTICS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined are defined in Section 1 of this Agreement.
SERIES U COMMON STOCK PURCHASE WARRANTCommon Stock Purchase • September 16th, 2019 • Plus Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
THIS SERIES U COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _________, 20241 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Plus Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 10th, 2015 • Cytori Therapeutics, Inc. • Surgical & medical instruments & apparatus
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of May 29, 2015 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and CYTORI THERAPEUTICS, INC., a Delaware corporation with offices located at 3020 Callan Road, San Diego, CA 92121 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
PLUS THERAPEUTICS, INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • September 9th, 2022 • Plus Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
As further set forth in this agreement (this “Agreement”), Plus Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell from time to time through Canaccord Genuity LLC (the “Agent”), as sales agent, the Company’s common stock, $0.001 par value per share (the “Common Shares”) (such Common Shares to be sold pursuant to this Agreement, the “Shares”), having an aggregate offering price of up to $5,000,000, on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
FORM OF SERIES A COMMON STOCK PURCHASE WARRANT PLUS THERAPEUTICS, INC.Plus Therapeutics, Inc. • August 14th, 2024 • Surgical & medical instruments & apparatus
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Plus Therapeutics, Inc., a Delaware corporation (the “Company”), up to ________________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
CYTORI THERAPEUTICS, INC. DEALER-MANAGER AGREEMENTDealer-Manager Agreement • July 9th, 2018 • Cytori Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
The following will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by Cytori Therapeutics, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.001 per share (the “Common Stock”), and Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), subscription rights (the “Rights”) to subscribe for up to an aggregate of 25,000 units (the “Units”), each Unit consisting of one share of Preferred Stock (the “Rights Shares”) and 200 warrants, with each warrant representing the right to purchase one share of Common Stock (the “Rights Warrants” and the Rights Shares, the Rights Warrants and the shares of Common Stock issuable upon conversion of the Rights Shares and exercise of the Rights Warrants, the “Securities”), at a subscription price of $1,000 per Unit in cash (the “Subscription Price”).
PLUS THERAPEUTICS, INC. UNDERWRITING AGREEMENTPlus Therapeutics, Inc. • September 16th, 2019 • Surgical & medical instruments & apparatus • New York
AMENDMENT NO. 1 TO DEVELOPMENT AND SUPPLY AGREEMENTDevelopment and Supply Agreement • June 1st, 2001 • Macropore Inc • Orthopedic, prosthetic & surgical appliances & supplies
MACROPORE BIOSURGERY, INC. and COMPUTERSHARE TRUST COMPANY, INC., AS RIGHTS AGENT RIGHTS AGREEMENT DATED AS OF MAY 29, 2003Rights Agreement • May 30th, 2003 • Macropore Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This RIGHTS AGREEMENT (the "Agreement") is made effective as of 5:00 p.m. San Diego time on the 29th day of May, 2003 by and between MacroPore Biosurgery, Inc., a Delaware corporation (the "Corporation"), and Computershare Trust Company, Inc., a Colorado corporation (the "Rights Agent"), with respect to the following facts and circumstances.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 12th, 2011 • Cytori Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
This Common Stock Purchase Agreement (this “Agreement”) is dated as of July 11, 2011, by and between Cytori Therapeutics, Inc., a Delaware corporation (the “Company”), and Seaside 88, LP, a Florida limited partnership (such investor, including its successors and assigns, “Seaside”).
WITNESSETH:Distribution Agreement • June 1st, 2001 • Macropore Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
WARRANT TO PURCHASE 92,797 SHARES OF COMMON STOCKCytori Therapeutics, Inc. • August 9th, 2013 • Surgical & medical instruments & apparatus • California
This Warrant is issued pursuant to that certain Loan and Security Agreement, dated as of June 28, 2013, by and among Company, the other entities or persons signatory thereto as loan parties, Oxford Finance LLC, a Delaware limited liability company, as agent and lender, and the other financial institutions signatory thereto from time to time as lenders.
FORM OF SERIES B COMMON STOCK PURCHASE WARRANT PLUS THERAPEUTICS, INC.Plus Therapeutics, Inc. • May 9th, 2024 • Surgical & medical instruments & apparatus
THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the effective date of the Initial Registration Statement (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the one year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Plus Therapeutics, Inc., a Delaware corporation (the “Company”), up to ________________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
CYTORI THERAPEUTICS, INC. SALES AGREEMENTSales Agreement • June 1st, 2018 • Cytori Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit in accordance with the rules of the Securities and Exchange Commission. DP220039 Andrew SimsCancer Research Grant Contract • September 22nd, 2022 • Plus Therapeutics, Inc. • Surgical & medical instruments & apparatus • Texas
This CANCER RESEARCH GRANT CONTRACT (“Contract”) is by and between the Cancer Prevention and Research Institute of Texas (“CPRIT”), hereinafter referred to as the “INSTITUTE”, acting through its Chief Executive Officer, and PLUS Therapeutics, Inc., hereinafter referred to as the “RECIPIENT”, acting through its authorized signing official.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • July 9th, 2018 • Cytori Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
WARRANT AGENT AGREEMENT made as of July ___, 2018 ("Issuance Date"), between Cytori Therapeutics, Inc., a Delaware corporation (the "Company"), and Broadridge Corporate Issuer Solutions, Inc., a corporation having its principal offices in Philadelphia, Pennsylvania (the "Warrant Agent").
PURCHASE AGREEMENTPurchase Agreement Purchase Agreement • August 8th, 2022 • Plus Therapeutics, Inc. • Surgical & medical instruments & apparatus • Delaware
PURCHASE AGREEMENT (the “Agreement”), dated as of August 2, 2022, by and between PLUS THERAPEUTICS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined are defined in Section 1 of this Agreement.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2020 • Plus Therapeutics, Inc. • Surgical & medical instruments & apparatus • Texas
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Plus Therapeutics, Inc., a Delaware corporation (the “Company”), and Marc H. Hedrick, M.D. (“Executive”), and shall be effective as of May 13, 2020 (the “Effective Date”).
STOCK OPTION AGREEMENTStock Option Agreement • March 15th, 2016 • Cytori Therapeutics, Inc. • Surgical & medical instruments & apparatus • Delaware
Cytori Therapeutics, Inc. (the "Company") has granted to the Participant named in the Notice of Grant of Stock Option (the "Grant Notice") to which this Stock Option Agreement (the "Option Agreement") is attached an option (the "Option") to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Cytori Therapeutics, Inc. 2015 New Employee Incentive Plan (the "Plan"), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the "
FORM OF CYTORI THERAPEUTICS, INC. DEALER-MANAGER AGREEMENTCytori Therapeutics, Inc. • May 11th, 2016 • Surgical & medical instruments & apparatus • New York
3,745,645 Shares Warrants to Purchase 1,872,823 Shares CYTORI THERAPEUTICS, INC. Common Stock PLACEMENT AGENCY AGREEMENTAgency Agreement • February 26th, 2007 • Cytori Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
Cytori Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to certain investors located by you or set forth on Schedule II attached hereto (each an “Investor” and, collectively, the “Investors”), (i) up to 3,745,645 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”) and (ii) warrants to purchase up to 1,872,823 shares of Common Stock (the “Warrants” and together with the Shares, the “Securities”). The shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to as the “Warrant Shares”. The Company desires to engage Piper Jaffray & Co. as its exclusive placement agent (the “Placement Agent”) in connection with such issuance and sale. The Securities are more fully described in the Registration Statement (as hereinafter defined).
4,771,174 Shares Warrants to Purchase 6,679,644 Shares CYTORI THERAPEUTICS, INC. Common Stock PLACEMENT AGENCY AGREEMENTCytori Therapeutics, Inc. • March 10th, 2009 • Surgical & medical instruments & apparatus • New York
Cytori Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to certain investors located by you (each an “Investor” and, collectively, the “Investors”), (i) up to 4,771,174 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), and (ii) warrants to purchase up to 6,679,644 shares of Common Stock (the “Warrants” and together with the Shares, the “Securities”). The shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to as the “Warrant Shares”. The Company desires to engage Piper Jaffray & Co. as its exclusive placement agent (the “Placement Agent”) in connection with such issuance and sale. The Securities are more fully described in the Registration Statement (as hereinafter defined).
PLEDGE AGREEMENTPledge Agreement • March 31st, 2003 • Macropore Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS PLEDGE AGREEMENT (this “Agreement”) dated as of February 26, 2002 is entered into by and between MacroPore, Inc., a Delaware corporation (the “Company”) and Ari Bisimis, an individual (“Pledgor”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • February 19th, 2008 • Cytori Therapeutics, Inc. • Surgical & medical instruments & apparatus • California
This Common Stock Purchase Agreement (the “Agreement”) is made as of February 8, 2008, by and between Cytori Therapeutics, Inc., a Delaware corporation (the “Company”), and Green Hospital Supply, Inc., located at 3-20-8 Kasuga Suita-City, Osaka 565-0853, Japan (“Purchaser”).
SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 15th, 2019 • Plus Therapeutics, Inc. • Surgical & medical instruments & apparatus • California
THIS SEVENTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is made effective as of April 24, 2019 (the “Amendment Date”) and made, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (in its individual capacity, “Oxford”; and in its capacity as Collateral Agent, “Collateral Agent”), the Lenders listed on Schedule 1.1 thereof from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”) and CYTORI THERAPEUTICS, INC., a Delaware corporation with offices located at 3020 Callan Road, San Diego, CA 92121 (“Borrower”).
