ContractCytomedix Inc • March 31st, 2014 • Surgical & medical instruments & apparatus • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
GUARANTY AND SECURITY AGREEMENT among CYTOMEDIX, INC.,Guaranty and Security Agreement • March 31st, 2014 • Cytomedix Inc • Surgical & medical instruments & apparatus • New York
THIS GUARANTY AND SECURITY AGREEMENT dated as of March 31, 2014 (this “Agreement”) is entered into among CYTOMEDIX, INC., a Delaware corporation (“Borrower”), ALDAGEN, INC., a Delaware corporation (“AI”), CYTOMEDIX ACQUISITION COMPANY, LLC (“CAC”) and any other Person who becomes a party hereto pursuant to Section 7.16 (the “Grantors” and each, a “Grantor”), each other Person signatory hereto as a “Guarantor” (as defined below), and DEERFIELD MGMT, L.P., as Agent, DEERFIELD PRIVATE DESIGN FUND II, L.P., DEERFIELD PRIVATE DESIGN INTERNATIONAL II, L.P., DEERFIELD SPECIAL SITUATIONS FUND, L.P. and DEERFIELD SPECIAL SITUATIONS INTERNATIONAL MASTER FUND, L.P. (the “Lenders”).
FORM OF VOTING AGREEMENTVoting Agreement • March 31st, 2014 • Cytomedix Inc • Surgical & medical instruments & apparatus • Delaware
This VOTING AGREEMENT (this “Agreement”) is dated as of March 31, 2104, by and among the undersigned holder (the “Holder”) of common stock of Cytomedix, Inc., a Delaware corporation (“Cytomedix” or the “Company”) and Cytomedix.
FACILITY AGREEMENTFacility Agreement • March 31st, 2014 • Cytomedix Inc • Surgical & medical instruments & apparatus • New York
FACILITY AGREEMENT (this “Agreement”), dated as of March 31, 2014, between Cytomedix, Inc., a Delaware Corporation (the “Borrower”), and the lenders set forth on the signature page of this Agreement (together with their successors and assigns, the “Lenders” and, together with the Borrower, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2014 • Cytomedix Inc • Surgical & medical instruments & apparatus • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 31, 2014, by and among Cytomedix, Inc., a Delaware corporation (the “Company”), and those lenders set forth on Schedule 1 to the Facility Agreement (as defined below) (each individually, a “Lender” and together, the “Lenders”).
