CYTOSORBENTS CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • January 14th, 2015 • Cytosorbents Corp • Surgical & medical instruments & apparatus • New York
COMMON STOCK PURCHASE WARRANT COMPANY INC.Security Agreement • January 28th, 2014 • Cytosorbents Corp • Surgical & medical instruments & apparatus
THIS 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 the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Company Inc., a STATE 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).
CytoSorbents Corporation Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • November 5th, 2015 • Cytosorbents Corp • Surgical & medical instruments & apparatus • New York
CytoSorbents Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 2011 • Cytosorbents Corp • Surgical & medical instruments & apparatus • Nevada
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 8, 2011, by and between CYTOSORBENTS CORPORATION, a Nevada 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").
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • December 30th, 2021 • Cytosorbents Corp • Surgical & medical instruments & apparatus • New York
COMMON STOCK PURCHASE WARRANT CYTOSORBENTS CORPORATIONCommon Stock Purchase Warrant • December 11th, 2023 • Cytosorbents Corp • Surgical & medical instruments & apparatus
THIS 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 December 12, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 12, 2028 (the “Termination Date”), but not thereafter, to subscribe for and purchase from CytoSorbents Corporation, a Delaware corporation (the “Company”), up to _____ shares of common stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). 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).
5,263,158 Shares CYTOSORBENTS CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 22nd, 2020 • Cytosorbents Corp • Surgical & medical instruments & apparatus • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 10th, 2014 • Cytosorbents Corp • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February [ ], 2014, between Cytosorbents Corporation, a Nevada corporation (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT CYTOSORBENTS CORPORATIONCommon Stock Purchase Warrant • March 12th, 2014 • Cytosorbents Corp • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Brean Capital, LLC 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 February 14, 1014, the effective date of Registration Statement No. 333-193053 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cytosorbents Corporation., a Nevada corporation (the “Company”), up to 1,224,000 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).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 1st, 2008 • MedaSorb Technologies CORP • Surgical & medical instruments & apparatus • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of June __, 2008, by and among MedaSorb Technologies Corporation, a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into this first day of July, 2005, by and between MedaSorb Technologies, LLC, (the "Company"), and Vincent Capponi ("Employee"). The Company wishes to employ...Employment Agreement • December 13th, 2006 • MedaSorb Technologies CORP • Surgical & medical instruments & apparatus • New Jersey
ContractWarrant Agreement • July 6th, 2006 • Gilder Enterprises Inc • Services-computer programming, data processing, etc. • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO GILDER ENTERPRISES, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
AGREEMENT AND PLAN OF MERGER by and among GILDER ENTERPRISES, INC., MEDASORB ACQUISITION, INC. and MEDASORB CORPORATION June 29, 2006Merger Agreement • December 13th, 2006 • MedaSorb Technologies CORP • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER is entered into as of June 29, 2006 by and among GILDER ENTERPRISES, INC. a Nevada corporation (“Parent”), MEDASORB ACQUISITION, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Corp.”), and MEDASORB CORPORATION., a Delaware corporation (the “Company”).
PURCHASE AGREEMENTPurchase Agreement • December 9th, 2011 • Cytosorbents Corp • Surgical & medical instruments & apparatus • Nevada
PURCHASE AGREEMENT (the “Agreement”), dated as of December 8, 2011, by and between CYTOSORBENTS CORPORATION, a Nevada corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
RECITALSEmployment Agreement • December 13th, 2006 • MedaSorb Technologies CORP • Surgical & medical instruments & apparatus • New York
EMPLOYMENT AGREEMENTEmployment Agreement • January 7th, 2014 • Cytosorbents Corp • Surgical & medical instruments & apparatus • New Jersey
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on December 31, 2013, by and between CytoSorbents Corporation and its wholly-owned subsidiary CytoSorbents, Inc. (collectively the “Company”), and Phillip P. Chan (“Employee”).
CYTOSORBENTS CORPORATION PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 12th, 2014 • Cytosorbents Corp • Surgical & medical instruments & apparatus • New York
Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into this first day of July, 2005, by and between MedaSorb Technologies, LLC, (the "Company"), and David Lamadrid ("Employee"). The Company wishes to employ...Employment Agreement • December 13th, 2006 • MedaSorb Technologies CORP • Surgical & medical instruments & apparatus • New Jersey
Executive Employment AgreementExecutive Employment Agreement • August 16th, 2024 • Cytosorbents Corp • Surgical & medical instruments & apparatus • New Jersey
This Executive Employment Agreement (the “Employment Agreement” or “Agreement”) is made and entered by and between Peter J. Mariani (the “Executive”), and CytoSorbents Medical, Inc., on behalf of itself, its parent CytoSorbents Corporation, and all other affiliates and subsidiaries thereof (collectively, the “Company”), effective as of August 14, 2024 (the “Effective Date”).
PURCHASE AGREEMENTPurchase Agreement • May 10th, 2010 • Cytosorbents Corp • Surgical & medical instruments & apparatus • Nevada
PURCHASE AGREEMENT (the “Agreement”), dated as of May 5, 2010, by and between MEDASORB TECHNOLOGIES CORPORATION, a Nevada corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
Certain portions of this exhibit have been redacted because the information is both (i) not material and (ii) the type that the registrant treats as private or confidential. Redacted information has been noted in this document with a placeholder...Loan and Security Agreement • July 5th, 2024 • Cytosorbents Corp • Surgical & medical instruments & apparatus • California
Borrower, Lenders and Agent have entered or anticipate entering into one or more transactions pursuant to which each Lender agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower, Lenders and Agent which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).
Restricted Stock Agreement under the CytoSorbents Corporation 2014 Long-Term Incentive Plan Grantee: ________________ No. of Shares: ___________Restricted Stock Agreement • April 6th, 2015 • Cytosorbents Corp • Surgical & medical instruments & apparatus • Delaware
This Agreement (the “Agreement”) evidences the award of ____________ restricted shares (each, an “Award Share,” and collectively, the “Award Shares”) of the Common Stock of CytoSorbents Corporation, a Delaware corporation (the “Company”), granted to you, _______________________, effective as of ____________ (the “Grant Date”), pursuant to the CytoSorbents Corporation 2014 Long-Term Incentive Plan (the “Plan”) and conditioned upon your agreement to the terms described below. All of the provisions of the Plan are expressly incorporated into this Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 13th, 2014 • Cytosorbents Corp • Surgical & medical instruments & apparatus
This Securities Purchase Agreement (this “Agreement”) is dated as of February [ ], 2014, between Cytosorbents Corporation, a Nevada corporation (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
CytoSorbents Corporation, A DELAWARE CORPORATION CytoSorbEnts Medical, Inc., a delaware corporation WESTERN ALLIANCE BANK, an arizona corporation AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 4th, 2018 • Cytosorbents Corp • Surgical & medical instruments & apparatus • California
This Amended and Restated Loan And Security Agreement (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) is entered into as of March 29, 2018, by and between Western Alliance Bank, an Arizona corporation (“Bank”), and CytoSorbents Corporation, a Delaware corporation and CytoSorbents Medical, Inc., a Delaware corporation (individually and collectively, jointly and severally “Borrower”) and amends and restates in its entirety that certain Loan and Security Agreement dated as of June 30, 2016 by and between Bank and Borrower (the “Old Agreement”).
COMPANY INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 28th, 2014 • Cytosorbents Corp • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (“Agreement”) is made as of Date __, 2014, by and between Company Inc., a STATE corporation (the “Company”), and each of the purchasers who execute the Purchaser Signature Page hereto (the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 1st, 2008 • MedaSorb Technologies CORP • Surgical & medical instruments & apparatus • New Jersey
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into this 18th day of June, 2008, by and between MedaSorb Technologies Corporation, (the "Company"), and Al Kraus ("Employee"). This Employment agreement is contingent upon closing a $4 million Series B financing led by NJTC Venture Fund (“NJTC”) in June 2008 and will replace the employment agreement executed between Employee and the Company dated December 31, 2007. If this condition is not met, there will be no change in the Employee’s current employment agreement.
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into this 18th day of July, 2003, by and between Renal Tech International, LLC, (the "Company"), and Al Kraus ("Employee"). The Company wishes to employ Employee as Chief...Employment Agreement • December 13th, 2006 • MedaSorb Technologies CORP • Surgical & medical instruments & apparatus • New Jersey
Success Fee Letter CytoSorbents CorporationSuccess Fee Letter • April 4th, 2018 • Cytosorbents Corp • Surgical & medical instruments & apparatus
Reference is herein made to that certain Amended and Restated Loan and Security Agreement (the “Loan Agreement”), dated as of even date herewith, by and between Western Alliance Bank, an Arizona corporation (“Bank”), and CytoSorbents Corporation, a Delaware corporation and CytoSorbents Medical, Inc., a Delaware corporation (individually and collectively, jointly and severally “Borrower”). CytoSorbents Corporation may be referred to herein as “Parent.” Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Loan Agreement. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Borrower hereby agrees to pay to the Bank, an amount equal to 6.37% of the original aggregate amount of Term B Loans made under the Loan Agreement (“Success Fee”), promptly upon the occurrence of the first Liquidity Event (as defined herein) after the date hereof in accordance with the payment instructions that th
AGREEMENT AND CONSENTAgreement and Consent • July 1st, 2008 • MedaSorb Technologies CORP • Surgical & medical instruments & apparatus • New York
This AGREEMENT AND CONSENT (this “Agreement”), dated as of June 25, 2008, is made by and among MedaSorb Technologies Corporation, a Nevada corporation (the “Company”), and the holders of the Series A 10% Cumulative Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”) of the Company signatory hereto (each a “Holder” and collectively the “Holders”).
Internet Kiosk Service AgreementInternet Kiosk Service Agreement • September 8th, 2004 • Gilder Enterprises Inc • Services-computer programming, data processing, etc. • British Columbia
PAYKIOSKS INTERNET TERMINALS INC., a British Columbia corporation having its registered offices at 3545 West 3rd Avenue, British Columbia, Canada V6R 1L8
FORM CONVERTIBLE NOTE Maturity Date: 12 Months from Note closing dateConvertible Note • June 27th, 2013 • Cytosorbents Corp • Surgical & medical instruments & apparatus
FOR VALUE RECEIVED, the undersigned CytoSorbents Corporation (the “Company”), promises to pay in equity as set forth below on or before June 21, 2014, to_________________________ (“Creditor"), at New York, NY the principal sum of ____________ ($0.00) (the “Principal”), together with interest accruing thereon at the rate of 8% per annum, payable on or before maturity of the Note. This Note together with any Warrants issued hereunder shall be defined as the Securities (the “Securities”).
OPTION AGREEMENTOption Agreement • March 29th, 2004 • Gilder Enterprises Inc • British Columbia
Re: Salary Reduction AgreementSalary Reduction Agreement • April 3rd, 2024 • Cytosorbents Corp • Surgical & medical instruments & apparatus
We are sending you this letter to memorialize your election to reduce your annual base salary by 15% to $[Amount] (your “Reduced Pay”), which represents a reduction in the amount of $[Amount] (“Reduction Amount”), effective for the period of April 1, 2024 through December 31, 2024 (the “Reduction Period”). Your base salary will be based on your Reduced Pay during the Reduction Period, which shall be paid in accordance with the Company’s payroll, subject to your continued employment with the Company. Following the Reduction Period, your Reduced Pay will be automatically reset to your base salary in effect prior to the Reduction Amount. This letter will serve to amend and modify the terms of any employment agreement you have with the Company, including any reference to base salary as set forth in such employment agreement.
MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENTManagement and Administrative Services Agreement • June 9th, 2004 • Gilder Enterprises Inc • Services-computer programming, data processing, etc.
ContractDistribution Agreement • March 7th, 2019 • Cytosorbents Corp • Surgical & medical instruments & apparatus
Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
