REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 20th, 2013 • Cytomedix Inc • Surgical & medical instruments & apparatus • Illinois
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 18, 2013, by and between CYTOMEDIX, INC., a Delaware corporation, (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").
ContractCommon Stock Purchase Warrant • February 20th, 2013 • Cytomedix Inc • Surgical & medical instruments & apparatus
THIS WARRANT MAY NOT BE TRANSFERRED, IN WHOLE OR IN PART, EXCEPT IF THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF LEGAL COUNSEL FOR THE WARRANT HOLDER OR ANY TRANSFEREE, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, CONFIRMING THE AVAILABILITY OF AN EXEMPTION UNDER APPLICABLE BLUE SKY LAWS IN CONNECTION WITH THE EXERCISE OF SUCH WARRANT FOR CASH BY THE TRANSFEREE, AND ASSURANCES THAT SUCH EXERCISE WILL BE MADE ONLY IN COMPLIANCE WITH THE CONDITIONS OF ANY SUCH EXEMPTION.
CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • February 20th, 2013 • Cytomedix Inc • Surgical & medical instruments & apparatus • Maryland
THIS CREDIT AND SECURITY AGREEMENT (this “Agreement”), dated as of February 19, 2013 (the “Closing Date”) by and among MIDCAP FUNDING III, LLC, a Delaware limited liability company (“MidCap”), as administrative agent (“Agent”), the Lenders listed on the Credit Facility Schedule attached hereto and otherwise party hereto from time to time (each a “Lender”, and collectively the “Lenders”), and CYTOMEDIX, INC., a Delaware corporation and the other entities shown as signatories hereto as a Borrower (collectively in the singular, “Borrower”), provides the terms on which Lenders agree to lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
PURCHASE AGREEMENTPurchase Agreement • February 20th, 2013 • Cytomedix Inc • Surgical & medical instruments & apparatus • Illinois
PURCHASE AGREEMENT (the “Agreement”), dated as of February 18, 2013, by and between CYTOMEDIX, INC., a Delaware corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 20th, 2013 • Cytomedix Inc • Surgical & medical instruments & apparatus • Maryland
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 19, 2013, by and among Cytomedix, Inc., a Delaware corporation, with headquarters located at 209 Perry Parkway, Suite 7 Gaithersburg, MD 20877 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Placement Agent Agreement (the “PAA”), dated February 19, 2013, by and between the Company and Burrill, LLC (the “Placement Agent”).
COMMON STOCK PURCHASE WARRANT CYTOMEDIX, INC.Common Stock Purchase Warrant • February 20th, 2013 • Cytomedix Inc • Surgical & medical instruments & apparatus • Delaware
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, MIDCAP FUNDING III, LLC, a Delaware limited liability company, its successors and assigns (together, “Holder”) is entitled, at any time on or after the Issue Date specified above and on or prior to the close of business on February 19, 2020 (the “Expiration Date”), to purchase from CYTOMEDIX, INC., a Delaware corporation (the “Company”), up to ONE MILLION, SEVENTY-NINE THOUSAND, ONE HUNDRED THIRTY-SEVEN (1,079,137) shares (the “Shares”) of the Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”) at a purchase price per share equal to $0.70 (the “Warrant Price”), subject to the provisions and upon the terms and conditions set forth in this Warrant.
