FORM OF CYTORI THERAPEUTICS, INC. DEALER-MANAGER AGREEMENTDealer-Manager Agreement • October 3rd, 2017 • 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”), subscription rights (the “Rights”) to subscribe for up to an aggregate of _______ units (the “Units”), each Unit consisting of one share of Preferred Stock (the “Rights Shares”) and _______ warrants, with each warrant representing the right to purchase one share of Common Stock (the “Rights Warrants”), at a subscription price of $___ per Right in cash (the “Subscription Price”).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • October 3rd, 2017 • Cytori Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
WARRANT AGENT AGREEMENT made as of , 2017 ("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").
Form of Warrant Certificate] [FACE]Warrant Agreement • October 3rd, 2017 • Cytori Therapeutics, Inc. • Surgical & medical instruments & apparatus
The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of [________], 2017 (the "Warrant Agreement"), duly executed and delivered by the Company to Broadridge Corporate Issuer Solutions, Inc., a corporation having its principal offices in Philadelphia, Pennsylvania, as warrant agent (the "Warrant Agent"), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words "holders" or "holder" meaning the Registered Holders or Registered Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 3rd, 2017 • Cytori Therapeutics, Inc. • Surgical & medical instruments & apparatus • California
THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is made effective as of September 20, 2017 (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”).
