##### 



IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING. 
SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN.
 
 
  Subscriber) Securities) Company), ( Units). Offering) Purchase Agreement).
 ARTICLE 1  SUBSCRIPTION AND DESCRIPTION OF SECURITIES
 1.1 Subscription for Units
  Receiving Bank Name:
    
    Front Range Bank7600 S. Alton Way, Building BCentennial, CO 80112ABA Routing Number:
    
    107006428Account Number:
    
    0310000401Name of Account:
    
    Cytocore, Inc. Escrow Account
 $Amount of Subscription




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1.2 Acceptance and Rejection of Subscription by the Company
  ARTICLE 2  ACKNOWLEDGEMENTS, COVENANTS, REPRESENTATIONS AND
WARRANTIES OF THE SUBSCRIBER
  (a)
    
    The Subscriber certifies that it is resident in the jurisdiction set out on the
signature page of this Subscription Agreement. Such address was not created and is not
used solely for the purpose of acquiring the Securities and the Subscriber was solicited
to purchase in such jurisdiction.(b)
    
    If the Subscriber is not a person in the United States or a U.S. Person (as
defined in Rule 902(k) of Regulation S under the U.S. Securities Act of 1933, as amended
(the US Securities Act) or not purchasing the Securities on behalf of a person in the
United States or a U.S. Person:
 (i)
    
    neither the Subscriber nor any disclosed principal is a U.S.
Person nor subscribing for the Securities for the account of a U.S. Person or
for resale in the United States and the Subscriber confirms that the Securities
have not been offered to the Subscriber in the United States and that this
Subscription Agreement has not been signed in the United States;(ii)
    
    the Subscriber acknowledges that the Securities have not been
registered under the U.S. Securities Act and may not be offered or sold in the
United States or to a U.S. Person unless the securities are registered under the
U.S. Securities Act and all applicable state securities laws or an exemption
from such registration requirements is available, and further agrees that
hedging transactions involving such securities may not be conducted unless in
compliance with the U.S. Securities Act;(iii)
    
    the Subscriber and if applicable, the disclosed principal for
whom the Subscriber is acting, understands that the Company is the seller of the
Securities and underlying securities and that, for purposes of Regulation S, a
distributor is any underwriter, dealer or other person who participates,
pursuant to a contractual arrangement in the distribution of securities sold in
reliance on
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(iv)
    
    the Subscriber and if applicable, the disclosed principal for whom the
Subscriber is acting, acknowledges and understands that in the event the Securities are
offered, sold or otherwise transferred by the Subscriber or if applicable, the
disclosed principal for whom the Subscriber is acting, to a non-U.S Person prior to the
expiration of a one year distribution compliance period, the purchaser or transferee
must agree not to resell such securities except in accordance with the provisions of
Regulation S, pursuant to registration under the U.S. Securities Act, or pursuant to an
available exemption from registration; and must further agree not to engage in hedging
transactions with regard to such securities unless in compliance with the U.S.
Securities Act; and(v)
    
    neither the Subscriber nor any disclosed principal will offer, sell or
otherwise dispose of the Securities in the United States or to a U.S. Person unless (A)
the Company has consented to such offer, sale or disposition and such offer, sale or
disposition is made in accordance with an exemption from the registration requirements
under the U.S. Securities Act and the securities laws of all applicable states of the
United States or (B) the SEC has declared effective a registration statement in respect
of such securities.
 (c)
    
    If the Subscriber is a person in the United States or a U.S. person, or is purchasing the
Securities on behalf of a person in the United States or a U.S. person, the Subscriber or each
beneficial purchaser as to which the Subscriber exercises sole investment discretion for whom
it is purchasing:
 (i)
    
    is acquiring the Securities to be held for investment only and not with a
view to resale, distribution or other disposition of the Securities and without any
present intention of selling, offering to sell or otherwise disposing of or
distributing such securities, or any portion thereof, in any transaction other than a
transaction complying with the registration requirements of the U.S. Securities Act
and applicable state securities laws, or pursuant to an exemption therefrom;(ii)
    
    is aware that the Securities have not been registered under the U.S.
Securities Act and the sale contemplated hereby is being made in reliance on a private
placement exemption to Accredited Investors (as defined in Rule 501 of the U.S.
Securities Act);(iii)
    
    the Subscriber is an Accredited Investor within the meaning of Rule 501 of
Regulation D of the U.S. Securities Act (see categories of Accredited Investor on
Exhibit A to this Agreement and initial your category); or each beneficial purchaser as
to which the Subscriber exercises sole investment discretion for
 3




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(iv)
    
    if the undersigned is the Subscriber, he or she is making the above statement
based on personal knowledge of his or her financial situation and has reviewed personal
financial documentation with an accountant, financial advisor or other financial
professional, if necessary, to determine that the above statement is true; or (b) if
the undersigned is other than the Subscriber, he or she is making the above statement
based on a review, if necessary, of the financial statements of the Subscriber for the
most recently completed financial year and any interim financial statements prepared
since the end of such financial year and has undertaken such other review and due
diligence necessary to determine and certify that the Subscriber is an Accredited
Investor as that term is defined in Rule 501(a) of the U.S. Securities Act;(v)
    
    is not purchasing the Securities as a result of any general solicitation or
general advertising (as such term is defined in Rule 502(c) of the U.S. Securities
Act), including any advertisement, article, notice or other communication published in
any newspaper, magazine, or similar media or broadcast over television or radio, or any
seminar or meeting where the attendees have been invited by general solicitation or
general advertising;(vi)
    
    understands that if it decides to offer, sell, pledge or otherwise transfer the
Securities, and, prior to a Registration Statement under the U.S. Securities Act
becoming effective, the Securities may be offered, sold or otherwise transferred only:
(A) to the Company; (B) in compliance with Rule 904 under Regulation S, (C) in
accordance with Rule 144 or Rule 144A under the U.S. Securities Act, if available, and
in compliance with applicable local laws and regulations, or (D) in a transaction that
does not otherwise require registration under the U.S. Securities Act or any applicable
state securities laws if an opinion of counsel, of recognized standing reasonably
satisfactory to the Company has been provided to the Company to that effect; and(vii)
    
    consents to the Company making a notation on its records or giving
instructions to any transfer agent of the Company in order to implement the
restrictions on transfers set forth and described herein, and the Subscriber
understands and acknowledges that the Company may instruct the registrar and transfer
agent of the Company not to record a transfer without first being notified by the
Company that it is satisfied that such transfer is exempt from or not subject to
registration under the U.S. Securities Act.
 (d)
    
    If the Subscriber or any disclosed principal is not a person described in paragraphs 2(b) or
2(c) above, the subscription for the Securities by the Subscriber does not contravene any of
the applicable securities legislation in the jurisdiction in which the Subscriber resides and
does not give rise to any obligation of the Company to prepare and file a prospectus or
similar document or to register the Securities or to be registered with, or to file any report
or notice with, any governmental or regulatory authority. There is no undisclosed principal
for the Subscriber.
 4




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(e)
    
    The execution and delivery of this Subscription Agreement, the performance and compliance
with the terms hereof, the subscription for the Securities and the completion of the
transactions described herein by the Subscriber will not result in any material breach of, or
be in conflict with, or constitute a material default under, or create a state of facts that,
after notice or lapse of time, or both, would constitute a material default under any term or
provision of the constituent documents, by-laws or resolutions of the Subscriber, the
securities laws or any other laws applicable to the Subscriber, any agreement to which the
Subscriber is a party, or any judgment, decree, order, statute, rule or regulation applicable
to the Subscriber.(f)
    
    The Subscriber is subscribing for the Securities as principal for its own account and not for
the benefit of any other person (within the meaning of applicable securities laws) except as
fully disclosed to the Company and to the Finder. If it is subscribing as agent for a
disclosed principal, it has disclosed the name of the disclosed principal on the face page of
this Subscription Agreement and acknowledges that the Company may be required by law to
disclose to certain regulatory authorities the identity of each disclosed principal for whom
the Subscriber is acting.(g)
    
    In the case of a subscription for the Securities by the Subscriber acting as trustee or agent
for a fully managed account or as agent for a disclosed principal, the Subscriber is duly
authorized to execute and deliver this Subscription Agreement and all other necessary
documentation in connection with such subscription on behalf of the fully managed account or
disclosed principal, as applicable and this Subscription Agreement has been duly authorized,
executed and delivered by or on behalf of and constitutes a legal, valid and binding agreement
of, the fully managed account or disclosed principal, as applicable.(h)
    
    In the case of a subscription for the Securities by the Subscriber acting as principal or
agent, this Subscription Agreement has been duly authorized, executed and delivered by, and
constitutes a legal, valid and binding agreement of, the Subscriber. This Subscription
Agreement is enforceable in accordance with its terms against the Subscriber.(i)
    
    If the Subscriber is:
 (i)
    
    a corporation, company or similar entity, the Subscriber is duly incorporated
or organized and is validly subsisting under the laws of its jurisdiction and has all
requisite legal and corporate power and authority to execute and deliver this
Subscription Agreement, to subscribe for the Securities as contemplated herein and to
carry out and perform its obligations under the terms of this Subscription Agreement;(ii)
    
    a partnership, syndicate or other form of unincorporated organization, the
Subscriber has the necessary legal capacity and authority to execute and deliver this
Subscription Agreement and to observe and perform its covenants and obligations
hereunder and has obtained all necessary approvals in respect thereof; or
 5




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(iii)
    
    an individual, the Subscriber is of the full age of majority and is legally
competent to execute this Subscription Agreement and to observe and perform his or
her covenants and obligations hereunder.
 (j)
    
    The Subscriber is not, with respect to the Company or any of its affiliates, a control
person as defined under the U.S. Securities Act and the purchase of the Securities hereunder
and the exercise or deemed exercise of the Securities will not result in the Subscriber
becoming a control person.(k)
    
    The Subscriber acknowledges that the Company and the Finder have each advised the Subscriber
to consult its own legal, financial, tax, investment, and other advisors with respect to
 (i)
    
    the advisability of the Subscriber, as principal or agent, investing in the
Securities pursuant to the terms of this Subscription Agreement;(ii)
    
    the adequacy of the Purchase Agreement and the SEC Filings (as defined below)
for the purposes of the Subscriber;(iii)
    
    trading in the Securities and resale restrictions imposed by the securities
laws of the United States and in the jurisdiction in which the Subscriber resides, as
well as other applicable securities laws,
  (l)
    
    No person has made any written or oral representations:
 (i)
    
    that any person will resell or repurchase the Securities;(ii)
    
    that any person will refund the Subscription Amount;(iii)
    
    as to the future price or value of the Securities; or(iv)
    
    that are inconsistent with the information contained in this Subscription
Agreement, the SEC Filings, or the Purchase Agreement.
 (m)
    
    The Subscriber is aware that the purchase of the Securities involves a high degree of risk
and the Subscriber has such knowledge and experience that it is capable of evaluating the
merits and risks of an investment in the Securities, fully understands the
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(n)
    
    The funds representing the Subscription Amount that will be advanced by the Subscriber to the
Company hereunder, as applicable, will not represent proceeds of crime for the purposes of
United States anti-terrorist legislation and the Subscriber acknowledges that the Company may
in the future be required by law to disclose the Subscribers name and other information
relating to this Subscription Agreement and the Subscribers subscription hereunder pursuant
to such legislation. To the best of its knowledge (a) none of the Subscription Amount to be
provided by the Subscriber (i) has been or will be derived from or related to any activity
that is deemed criminal under the law of the United States of America, or any other
jurisdiction, or (ii) is being tendered on behalf of a person or entity who has not been
identified to the Subscriber, and (b) it shall promptly notify the Company if the Subscriber
discovers that any of such representations ceases to be true, and to provide the Company with
appropriate information in connection therewith.(o)
    
    The Subscriber understands that
 (i)
    
    No securities commission, agency, governmental authority, regulatory body,
stock exchange or other regulatory body or similar regulatory authority has reviewed or
passed on the merits of the Securities.(ii)
    
    The Securities shall be subject to statutory resale restrictions under the
securities laws of the jurisdiction in which the Subscriber resides and under other
applicable securities laws, and the Subscriber covenants that it will not resell the
Securities except in compliance with such laws and the Subscriber acknowledges that it
is solely responsible (and in no way is the Company responsible) for such compliance.(iii)
    
    The certificates representing the Securities and all certificates issued in
substitution or exchange thereof, will bear a legend substantially in the following
form:THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT). THESE SECURITIES MAY BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) OUTSIDE THE UNITED STATES
IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (B) IN
COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS, (C) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE
REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND
THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO CYTOCORE,INC. ANOPINION
OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO
CYTOCORE, INC.
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HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE U.S. SECURITIES ACT.
 (iv)
    
    The Company is relying on the representations, warranties and covenants
contained herein to determine the Subscribers eligibility to subscribe for the
Securities under applicable securities laws and the Subscriber agrees to indemnify the
Company and each of its directors, officers and agents against all losses, claims,
costs, expenses, damages or liabilities that any of them may suffer or incur as a
result of or arising from reliance thereon. The Subscriber undertakes to immediately
notify the Company of any change in any statement or other information relating to the
Subscriber set forth in such applicable Schedules which takes place prior to the
Closing.(v)
    
    The Subscriber is responsible for obtaining such legal, tax, investment, and
other advice as it considers appropriate in connection with the execution, delivery and
performance of this Subscription Agreement and the transactions contemplated under this
Subscription Agreement.(vi)
    
    THERE ARE SIGNIFICANT AND SUBSTANTIAL RISKS ASSOCIATED WITH THE PURCHASE OF THE
SECURITIES AND THE SUBSCRIBER MAY LOSE HIS, HER OR ITS ENTIRE INVESTMENT.
 (p)
    
    The Company has made available to the Subscriber through the EDGAR system, true and complete
copies of the Companys most recent Annual Report on Form 10-K for the fiscal year ended
December 31, 2006 (the 10-K),and all other reports filed by the Company pursuant to the
Securities and Exchange Act of 1934 (the 1934 Act) since the filing of the 10-K and prior to
the date hereof (collectively, the SEC Filings).The Subscriber, in consultation with its
legal, financial, tax, investment, and other advisors as the Subscriber has determined to be
appropriate, has reviewed the SEC Filings. The Subscribers decision to purchase the
Securities was based solely on the representations in this Subscription Agreement and the
Purchase Agreement, and no person or entity has made any representations or warranties except
as set forth herein or in the Purchase Agreement. The Subscriber has made such further inquiry
of the Company, its assets, business, operations, forecasts, management, and industry, as the
Subscriber, in consultation with its advisors, has determined to be appropriate in the
circumstances. Notwithstanding such inquiry, the Subscriber has made its decision to make any
investment herein solely based on this Subscription Agreement and the Purchase Agreement and
the information in the SEC Filings. Following such inquiry as the Subscriber has determined to
be appropriate, the Subscriber is not aware of any statement in this Subscription Agreement,
the SEC Filings, or the Purchase Agreement that is inaccurate or incomplete in any material
respect.(q)
    
    This Subscription Agreement requires the Subscriber to provide certain personal information
to the Company. The Company is collecting such information for the purposes of completing the
offering, which includes, without limitation, determining the Subscribers eligibility to
purchase the Securities under the securities laws, preparing and registering certificates
representing Securities to be issued to the Subscriber and completing filings required by any
stock exchange or securities regulatory authority.
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(r)
    
    I hereby acknowledge that Bathgate Capital Partners LLC has acted as a Finder on
this offering. I acknowledge that the Finder has performed very limited due diligence on
the Company. I acknowledge that the Finder will receive the compensation described
below. The Finder has had access to the same information on the Company as the Investors
participating in the Offering have had.
 ARTICLE 3  COMPENSATION OF THE FINDER
 3.1 The Finder
  
 3.2 Finder Commission
  3.3 Finders Warrants
  3.4 Indemnification
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ARTICLE 4  SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS
  ARTICLE 5  MISCELLANEOUS
 5.1 FINRA Questionnaire
  5.2 Further Assurances
  5.3 Costs and Expenses
  5.4 Governing Law; Venue
 forum non conveniens
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5.5 Entire Agreement
  5.6 Counterparts
  5.7 Assignment
  5.8 Enurement
  5.9 Language
  5.10 Acceptance
  5.11 Manner in Which Title is To Be Held.
  
 
 
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SIGNATURES ON NEXT PAGE
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SIGNATURES
  
 Please print above the exact name(s) in which the Securities are to be held.
 INDIVIDUAL
 Address to Which CorrespondenceShould be DirectedSignature (Individual)Signature (All record holders should sign)
    
    
    
    City, State and Zip CodeName(s) Typed or Printed
    
    
    
    Tax Identification or Social Security Number()Name(s) Typed or Printed
    
    
    
    Telephone NumberDate of Birth
    
    
    
    State of Residence (if different from above)
 COPY OF DRIVERS LICENSE OR PASSAPORT REQUIRED IF NON-BCP CUSTOMER
 Customer Identification Program Notice:
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CORPORATION, PARTNERSHIP, TRUST, OR OTHER ENTITY
 Address to Which Correspondence Should be DirectedName of EntityBy:*Signature
    
    
    
    City, State and Zip CodeIts:Title
    
    
    
    Tax Identification or Social Security Number(  )Name Typed or Printed
    
    
    
    
    
    Telephone Number
 
 *
    
    If Securities are being subscribed for by an entity, the Certificate of Signatory must also be
completed. CERTIFICATE OF SIGNATORY
 To be completed if Securities are being subscribed for by an entity.
 
  
 
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COPY OF DRIVERS LICENSE OR PASSAPORT REQUIRED IF NON-BCP CUSTOMER
 Customer Identification Program Notice:
 15




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ACCEPTANCE BY THE COMPANY
 
 CYTOCORE, INC.By: 16




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APPENDIX A  CATEGORIES OF ACCREDITED INVESTOR  INITIAL YOUR CATEGORY
 Category I
    
    ___
    
    The Subscriber is an individual (not a partnership, Company, etc.) whose individual
net worth, or joint net worth with the Subscribers spouse, presently exceeds $1,000,000.Explanation.In calculation of net worth the Subscriber may include equity in
personal property and real estate, including the Subscribers principal
residence, cash, short-term investments, stocks and securities. Equity in
personal property and real estate should be based on the fair market value of
such property less debt secured by such property.Category II
    
    
    
    The Subscriber is an individual (not a partnership, Company, etc.) who had an
individual net income in excess of $200,000 in each of the last two years, or joint income with his/her
spouse in excess of $300,000 in each of the last two years, and has a reasonable expectation of reaching
the same income level in the current yearCategory III
    
    
    
    The Subscriber is an executive officer or director of Cytocore, Inc.Category IV
    
    
    
    The Subscriber is a bank; savings and loan; insurance company; registered broker
or dealer; registered investment company; registered business development company; licensed small
business investment company (SBIC); or employee benefit plan within the meaning of Title I of ERISA
whose plan fiduciary is either a bank, savings and loan, insurance company or registered investment
advisor or whose total assets exceed $5,000,000; or a self-directed employee benefit plan with
investment decisions made solely by persons that are accredited investors.Category V
    
    
    
    The Subscriber is a private business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940Category VII
    
    
    
    The Subscriber is an entity with total assets in
excess of $5,000,000 which was not
formed for the purpose of investing in the Securities and which is a Company; a partnership;
a business
trust; or a tax-exempt organization described in Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended.Category VII
    
    
    
    The Subscriber is a trustee for a trust that is revocable by the grantor at any time
(including an IRA) and the grantor qualifies under either Category I or Category II above. A copy
of the declaration of trust or trust agreement and a representation as to the net worth or income
of the grantor is enclosed.Category VIII
    
    
    
    The Subscriber is an entity all the equity owners of which are accredited
investors within one or more of the above categories, other than Category IV or Category V.Category IX
    
    
    
    The Subscriber is a trust with total assets in excess of $5,000,000, not formed for
 17




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the specific purpose of acquiring the Securities, whose purchase is directed by a person who has
such knowledge and experience in financial and business matters that he is capable of evaluating
the merits and risks of the prospective investment.
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APPENDIX B
FINRA QUESTIONNAIRE
 1 2
 o o
  
  o o
  
 
 1
    
    FINRA defines a member as being either any broker or dealer admitted to membership in FINRA
or any officer or partner of such a member, or the executive representative of such a member
or the substitute for such representative.2
    
    FINRA defines a person associated with a member as being every sole proprietor, general or
limited partner, officer, director or branch manager or such member, or any natural person
occupying a similar status or performing similar functions, or any natural person engaged in
the investment banking or securities business who is directly or indirectly controlling or
controlled by such member (for example, any employee), whether or not any such person is
registered or exempt from registration without FINRA. Thus, person associated with a member
includes a sole proprietor, general or limited partner, officer, director or branch manager or
an organization of any 19




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kind (whether a Company, partnership or other business entity) which itself is a member or a
person associated with a member. In addition, an organization of any kind is a person associated
with a member if its sole proprietor or anyone of its general or limited partners, officers,
director or branch managers is a member or person associated with a member. 20




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APPENDIX C
BCP DISCLOSURES
 SHORT FORM PRIVACY NOTICE FOR BATHGATE CAPITAL PARTNERS
 DATE OF NOTICE:  THIS IS A SHORT FORM PRIVACY NOTICE FOR CONSUMERS ONLY.
  UNDER FEDERAL LAW YOU ARE ENTITLED TO RECEIVE MORE DETAILED INFORMATION FROM US SHOULD YOU SO
DESIRE AND TO OPT OUT OF OUR DISCLOSURE OF PRIVATE INFORMATION TO THIRD PARTIES.
  
    
    TELEPHONE US AT THE FOLLOWING TOLL FREE NUMBER: 800-833-0862
    
    CONTACT US THROUGH E-MAIL AT: abauer@bathgatepartners.com
    
    MAIL A COPY OF THIS NOTICE AS FOLLOWS:
  Andrea Bauer
Bathgate Capital Partners LLC
5350 S. Roslyn St. Suite 400
Greenwood Village, CO 80111
 BATHGATE CAPITAL PARTNERS BUSINESS CONTINUITY PLANNING
  Contacting Us www.bathgatepartners.com.
 Our Business Continuity Plan
 Varying Disruptions
 21




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www.bathgatepartners.com
 For more information
 22