REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 12th, 2010 • Cytomedix Inc • Surgical & medical instruments & apparatus • Delaware
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this __ day of April _, 2010 by and between Cytomedix, Inc., a Delaware corporation (the “Company”), and the parties set forth on the signature pages and Exhibit A hereto (each, a “Purchaser” and collectively, the “Purchasers”).
CYTOMEDIX, INC. WARRANTCytomedix Inc • April 12th, 2010 • Surgical & medical instruments & apparatus • Delaware
Cytomedix, Inc., a Delaware corporation (the “Company”), hereby certifies that, for value received, _______ or its registered assigns (including permitted transferees, the “Holder”), is entitled to purchase from the Company up to a total number of _____ fully paid, validly issued and nonassessable shares of Common Stock (as defined below) (as adjusted from time to time as provided in Section 9 hereof) and each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $__ (or 110% of the volume weighted average prices for the 10-day period preceding the issuance date of the Preferred Stock in connection with this Offering (as adjusted from time to time as provided in Section 9 hereof, the “Exercise Price”)), provided, however, in no event shall such price be less that $__; at any time and from time to time from and after the date of this Warrant (the “Initial Exercise Date”) through and including April 9, 2015 (the “Expiration Date”), and sub
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • April 12th, 2010 • Cytomedix Inc • Surgical & medical instruments & apparatus • Delaware
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) dated April __, 2010 is made and entered into by and between Sorin Group USA, Inc., a Delaware corporation (“Seller”), and Cytomedix Acquisition Company, LLC, a Delaware limited liability company (“Buyer”). Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Purchase Agreement (as hereinafter defined).
SECURED PROMISSORY NOTECytomedix Inc • April 12th, 2010 • Surgical & medical instruments & apparatus • Delaware
FOR VALUE RECEIVED, Cytomedix Acquisition Company, LLC, a Delaware limited liability company (“Buyer”), and Cytomedix, Inc., a Delaware corporation (“Parent”, and together with Buyer, “Obligors”), hereby jointly and severally promise to pay to the order of Sorin Group USA, Inc. a Delaware corporation (“Seller”), without setoff or counterclaim (except to the extent explicitly permitted pursuant to Section 8.8 of the Asset Purchase Agreement), at the principal office of Seller in Arvada, Colorado, or such place as the holder of this Note may from time to time designate, the principal sum of Five Million Dollars ($5,000,000), payable as follows: (i) installments of $800,000 (Eight Hundred Thousand Dollars) each on the six and twelve month anniversaries hereof, (ii) installments of $1,200,000 (One Million Two Hundred Thousand Dollars) each on the eighteen and twenty-four month anniversaries hereof, and (iii) an installment of $1,000,000 on the thirtieth month anniversary hereof (the “Matur
TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 12th, 2010 • Cytomedix Inc • Surgical & medical instruments & apparatus
This TRANSITION SERVICES AGREEMENT (this “Agreement”) dated as of April ____, 2010, is by and between Cytomedix Inc., a Delaware corporation and Cytomedix Acquisition Company, LLC (collectively, “Buyer”), and Sorin Group USA Inc., a Delaware corporation (“Seller” and, with Buyer, each a “Party” and together the “Parties”).
