CYTOMEDIX, INC. WARRANTCytomedix Inc • May 16th, 2011 • Surgical & medical instruments & apparatus • Delaware
Cytomedix, Inc., a Delaware corporation (the “Company”), hereby certifies that, for value received, [_]or his 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 $0.50 (as adjusted from time to time as provided in Section 9 hereof, the “Exercise Price”); at any time and from time to time which Warrant shall be exercisable as set forth in Schedule I hereto through and including, April [_], 2016 (the “Expiration Date”), and subject to the following terms and conditions. This Warrant is one of a series of similar warrants (the “Warrants”) issued pursuant to one of several Limited Guarantee Agreements, dated as of April 28, 2011, by and among the
SETTLEMENT AGREEMENTSettlement Agreement • May 16th, 2011 • Cytomedix Inc • Surgical & medical instruments & apparatus • Delaware
This agreement ("Agreement') dated as of April 28, 2011 is made by and among Sorin Group USA, Inc., a Delaware corporation ("Sorin") and Cytomedix Inc., a Delaware corporation and Cytomedix Acquisition Company, LLC, a Delaware limited liability company (collectively, "Cytomedix"). Cytomedix and Sorin are referred to herein as a "Party" or collectively as the "Parties".
SECURED PROMISSORY NOTECytomedix Inc • May 16th, 2011 • Surgical & medical instruments & apparatus • Delaware
FOR VALUE RECEIVED, Cytomedix Acquisition Company, LLC, a Delaware limited liability company (“Borrower”), and Cytomedix, Inc., a Delaware corporation (“Parent”, and together with Borrower, “Obligors”), hereby jointly and severally promise to pay to the order of JP’s Nevada Trust dtd 2/3/2005 (“Lender”), without setoff or counterclaim , at the principal office of Lender in Henderson, Nevada, or such place as the holder of this Note may from time to time designate, the principal sum of Two Million One Hundred Thousand Dollars ($2,100,000), payable as follows: the principal sum of $2,100,000 or the principal amount then due on the note upon the 4 year anniversary of the Note on April 28, 2015 (the “Maturity Date”). All amounts payable on this Note shall be payable in lawful money of the United States of America. Each Obligor further covenants and agrees as follows:
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • May 16th, 2011 • Cytomedix Inc • Surgical & medical instruments & apparatus • Delaware
