ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • April 17th, 2020 • Cytonics Corp • Delaware
THIS ESCROW AGREEMENT, dated as of 1/7/2020 (“Escrow Agreement”), is by and between SI Securities, LLC (“SI Securities”), Cytonics Corporation, a Florida Corporation (“Issuer”), and The Bryn Mawr Trust Company of Delaware (“BMTC DE”), a Delaware entity, as Escrow Agent hereunder (“Escrow Agent”). Capitalized terms used herein, but not otherwise defined, shall have the meaning set forth in that certain Issuer Agreement by and between Issuer and SI Securities executed prior hereto (the “Issuer Agreement”).
SI Securities, LLCOffering Agreement • April 17th, 2020 • Cytonics Corp • New York
FORM OF SUBSCRIPTION AGREEMENT (REGULATION A+ OFFERING)Subscription Agreement • April 17th, 2020 • Cytonics Corp • Florida
The securities offered hereby are highly speculative. Investing in shares of Cytonics Corporation involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment. Furthermore, investors must understand that such investment could be illiquid for an indefinite period of time. No public market currently exists for the securities, and if a public market develops following this offering, it may not continue.
SERVICE AGREEMENTService Agreement • April 17th, 2020 • Cytonics Corp • California
This Service Agreement ("Agreement") is made between The Ridge, a California LLC with its principal place of business at 2448 Main Street, Santa Monica CA 90405 ("Service Provider"), and Cytonics Corporation, a Florida corporation with its principal place of business at 658 W. Indiantown Road, Suite 214, Jupiter, FL 33458 ("Client") on 2/3/20 (the "Effective Date"). Service Provider and Client may be referred to individually as a "party" or collectively as the "parties".
EXCLUSIVE SALES, MARKETING, MANUFACTURING AND DISTRIBUTION AGREEMENT Between Cytonics Corporation and A2Mcyte, LLC Dated: October 30, 2015 Exclusive Sales, Marketing, Manufacturing and Distribution AgreementExclusive Sales, Marketing, Manufacturing and Distribution Agreement • April 17th, 2020 • Cytonics Corp • Florida
Cytonics Corporation (“Cytonics”), a Florida Corporation, with principal place of business at 6917 Vista Parkway N, West Palm Beach, FL 33411, and A2Mcyte, LLC (“A2Mcyte”), a Delaware Limited Liability Company, with principal place of business at 3 Grand Street, Hancock, MD 21750. Cytonics and A2Mcyte shall each be referred to herein as a “Party” and collectively as “Parties”.
EXCLUSIVE LICENSE AGREEMENT FOR MANUFACTURING, SALES, MARKETING, AND DISTRIBUTION IN THE VETERINARY MARKETExclusive License Agreement • April 17th, 2020 • Cytonics Corp • Florida
Cytonics Corporation SUBSCRIPTION AGREEMENT FOR U.S. RESIDENTS (10% Convertible Promissory Notes) SUBSCRIBER: JK Garvey Investment Co., L.P.Subscription Agreement • April 17th, 2020 • Cytonics Corp • Florida
The undersigned "Subscriber", on the terms and conditions herein set forth, hereby irrevocable submits this subscription agreement (the "Subscription Agreement") to Cytonics Corporation (the "Company"), through the sale to Subscriber as an accredited investor of a 10% Convertible Promissory Note of the Company (the "Note"), pursuant to Rule 506(c) under Regulation D promulgated under the Securities Act of 1933, as amended.
ContractSecurities Agreement • April 17th, 2020 • Cytonics Corp • Delaware
THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE ACT. FOR ONE YEAR FROM THE DATE OF THIS INSTRUMENT, SECURITIES SOLD IN RELIANCE ON REGULATION CROWDFUNDING UNDER THE ACT MAY ONLY BE TRANSFERRED TO THE COMPANY, TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 OF REGULATION D UNDER THE ACT, AS PART OF AN OFFERING REGISTERED UNDER THE SECURITIES ACT WITH THE SEC, OR TO A MEMBER OF INVESTOR’S FAMILY OR THE EQUIVALENT, TO A TRUST CONTROLLED BY THE INVESTOR, TO A TRUST CREATED FOR THE BENEFIT OF A MEMBER OF THE FAMILY OF THE INVESTOR OR EQUIVALENT, OR IN CONNECTION WITH THE DEATH OR DIVORCE OF THE INVESTOR OR OTHER SIMILAR CIRCUMSTANCE. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY,
Cytonics Corporation SUBSCRIPTION AGREEMENT FOR U.S. RESIDENTS (10% Convertible Promissory Notes) Subscriber: _____________________________________Subscription Agreement • April 17th, 2020 • Cytonics Corp • Florida
The undersigned “Subscriber”, on the terms and conditions herein set forth, hereby irrevocable submits this subscription agreement (the “Subscription Agreement”) to Cytonics Corporation (the “Company”), in connection with a private offering by the Company (the “Offering”) to raise working capital of up to $1,000,000 through the sale to Subscriber as an accredited investor of a 10% Convertible Promissory Note of the Company (the “Note”), pursuant to Rule 506(c) under Regulation D promulgated under the Securities Act of 1933, as amended.
Christie Medical Holdings (CMH) APIC Licensing Terms from Cytonics Corporation (“Cytonics”)Licensing Agreement • April 17th, 2020 • Cytonics Corp
CYTONICS CORPORATION NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • April 17th, 2020 • Cytonics Corp • Florida
This Nonqualified Stock Option Agreement (the "Agreement") is entered into between Cytonics Corporation, a Florida corporation (the "Company"), and the recipient identified on the signature page hereof and on Annex A to this Agreement (the "Recipient"), as of the Date of Grant specified on Annex A.
