PURCHASE AGREEMENTPurchase Agreement • April 3rd, 2008 • CytoCore Inc • Surgical & medical instruments & apparatus • Illinois
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the day of , 2008, by and between Cytocore, Inc., a Delaware corporation (the “Company”), and the Investor set forth on the signature page affixed hereto (an “Investor”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK ISSUE DATE: , 200_CytoCore Inc • April 3rd, 2008 • Surgical & medical instruments & apparatus • Delaware
This certifies that , an [individual resident of ] [a with a principal business address of ] (or any valid transferee thereof, the “Holder”), for value received, is entitled to purchase from CytoCore, Inc., a Delaware corporation with its principal business office located at 414 North Orleans Street, Suite 502, Chicago, Illinois 60610 (together with its successors and assigns, the “Company”), subject to the terms and conditions set forth below, at any time or from time to time on and after the Issue Date as set forth above and before 3:00 p.m. (Eastern Daylight Time) on (the “Expiration Date”), shares of common stock, $.001 par value per share, of the Company (“Common Stock”), at a price of $ per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively.
DISTRIBUTION AGREEMENT WITH HT HOSPITAL TECHNOLOGIES GmbHDistribution Agreement • April 3rd, 2008 • CytoCore Inc • Surgical & medical instruments & apparatus • England and Wales
This DISTRIBUTION AGREEMENT (“Agreement”) effective between CytoCore, Inc. (“CytoCore”), a corporation organized and existing under the laws of the State of Delaware, United States of America whose principal address is 414 N. Orleans, Chicago 60601 and HT Hospital Technologies GmbH (“Distributor”), organized and existing under the laws of Switzerland, whose principal address is Kernserstrasse 31 — 6061 Sarnen — Switzerland. Distributor and CytoCore may sometimes be referred to herein individually as a “party” or collectively as the “parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 3rd, 2008 • CytoCore Inc • Surgical & medical instruments & apparatus • Illinois
This Registration Rights Agreement (this “AGREEMENT”) is made and entered into as of January ___, 2008, by and among Cytocore, Inc., a Delaware corporation (the “COMPANY”), and the investors signatory hereto (each a “INVESTOR” and collectively, the “INVESTORS”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK ISSUE DATE: January 22, 2007CytoCore Inc • April 3rd, 2008 • Surgical & medical instruments & apparatus • Delaware
This certifies that Dr. Augusto Ocana, an individual resident of the State of New Jersey (the “Holder”), for value received, is entitled to purchase from CytoCore, Inc., a Delaware corporation with its principal business office located at 414 North Orleans Street, Suite 502, Chicago, Illinois 60610 (together with its successors and assigns, the “Company”), subject to the terms and conditions set forth below, at any time or from time to time on and after the Issue Date as set forth above and before 3:00 p.m. (Eastern Time) on January 22, 2010 (the “Expiration Date”), Five Hundred Thousand (500,000) shares of common stock, $.001 par value per share, of the Company (“Common Stock”), at a price per share of $0.20. The shares purchasable upon exercise of this Warrant, and the applicable purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively.
DISTRIBUTION AGREEMENTDistribution Agreement • April 3rd, 2008 • CytoCore Inc • Surgical & medical instruments & apparatus • Illinois
This DISTRIBUTION AGREEMENT (“Agreement”) is made this 16th day of February 2008 (the “Effective Date”) by and between CytoCore, Inc. (“CytoCore”), a Delaware corporation whose principal address is 414 N. Orleans, Chicago 60610 and CoMedical, Inc. (“Distributor”), a Washington corporation whose principal address is 7100 Roosevelt Way N.E., Seattle, WA 98115. Distributor and CytoCore may sometimes be referred to herein individually as a “party” or collectively as the “parties.”
WARRANT TO PURCHASE SHARES OF COMMON STOCK Void after ___, 2011CytoCore Inc • April 3rd, 2008 • Surgical & medical instruments & apparatus • Illinois
THIS IS TO CERTIFY that, as of this ______ day of ____________, 2008, for value received and subject to the provisions hereinafter set forth, ___________________________ (the “Purchaser”), is entitled to purchase from Cytocore, Inc., a Delaware corporation (the “Company”), at any time from the date hereof to and including ___, 2011 (the “Expiration Date”), at a price initially equal to Two Dollars ($2.00) per share (the “Warrant Calculation Price”), __________________ (_____) (the “Warrant Number”) shares of the Common Stock of the Company (the “Stock”).
EXCLUSIVE LICENSE AGREEMENT Bio-MarkerExclusive License Agreement • April 3rd, 2008 • CytoCore Inc • Surgical & medical instruments & apparatus • Ohio
This Exclusive License Agreement (the “Agreement”) is made as of January 27, 2006 (the “Effective Date”) by and between University Hospitals of Cleveland (“LICENSOR”), an Ohio not-for-profit corporation having its principal offices at 11100 Euclid Ave, Cleveland, Ohio 44106, for itself and Case Western Reserve University, and Molecular Diagnostics, dba CytoCore, Inc. (the “LICENSEE”)a Delaware corporation having its principal offices at 414 N. Orleans St., Suite 800, Chicago, IL 60610. The LICENSOR and the LICENSEE are sometimes referred to herein individually as the “Party” and collectively as the “Parties.”
IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING. SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN. SUBSCRIPTION AGREEMENT and LETTER OF INVESTMENT INTENTCytoCore Inc • April 3rd, 2008 • Surgical & medical instruments & apparatus • Illinois
The undersigned (the “Subscriber”) hereby tenders this subscription for the purchase of securities (the “Securities”) of Cytocore, Inc. (the “Company”), consisting of units (“Units”). The Units are offered by the Company (the “Offering”) through Bathgate Capital Partners, LLC (the “Finder”). The Units and the terms of the Offering are described in the Purchase Agreement delivered contemporaneously with this Subscription Agreement (the “Purchase Agreement”). Subscriber understands that a subscription for the Securities may be rejected for any reason and that, in the event that this subscription is rejected, the funds delivered herewith will be promptly returned, without interest thereon or deduction therefrom. By execution below, the Subscriber acknowledges that the Company is relying upon the accuracy and completeness of the representations contained herein in complying with their obligations under applicable securities laws.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 3rd, 2008 • CytoCore Inc • Surgical & medical instruments & apparatus • Illinois
Second Amendment to the Employment Agreement dated as of November 15, 2006 (“Employment Agreement”) by and between CYTOCORE, INC. (“Company”) and DR. AUGUSTO OCANA (“Ocana”). The parties thereto agree as follows:
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 3rd, 2008 • CytoCore Inc • Surgical & medical instruments & apparatus • Illinois
Amendment to the Employment Agreement dated as of November 15, 2006 by and between CytoCore, Inc. (“Company” ) and Dr. Augusto Ocana (“Ocana”). The parties thereto agree as follows:
