EXHIBIT 10.1

Amendment No. 8

to Credit Agreement

This Amendment No. 8 to Credit Agreement is dated as of August 8, 2016, and is between CTI Industries Corporation , an Illinois corporation (the “ Borrower ”); CTI Supply, Inc. , an Illinois corporation f/k/a CTI Helium, Inc., and a Wholly-Owned Subsidiary of the Borrower, in its capacity as a guarantor (the “ Subsidiary Guarantor ”); and BMO  Harris Bank N.A. , a national banking association, successor to Harris N.A. (the “ Bank ”).

The Borrower and the Bank entered into a Credit Agreement dated as of April 29, 2010 (as amended, modified, or supplemented before the date of this agreement, the “ Credit Agreement ”), under which the Bank has extended certain credit facilities to the Borrower.

In connection with the Credit Agreement, the Subsidiary Guarantor entered into a Guaranty dated as of April 29, 2010 (the “ Subsidiary Guaranty ”), under which, among other things, the Subsidiary Guarantor guarantees the prompt and complete payment and performance of the Obligations.

The parties now desire to amend the Credit Agreement in certain respects.

The parties therefore agree as follows:

1.           Definitions . Defined terms used but not defined in this agreement are as defined in the Credit Agreement.

2.           Amendments to Credit Agreement . (a) Section 3.3(a) of the Credit Agreement is hereby amended to read in its entirety as follows:

“          (a)          if at any time the sum of the aggregate principal amount of the Revolving Loans and Letters of Credit then outstanding shall be in excess of the Revolving Credit Availability as then determined and computed (including, without limitation, as the result of any reduction in or termination of any portion of the Revolving Credit Commitment), the Borrower shall immediately and without notice or demand pay over the amount of the excess to the Bank as and for a mandatory prepayment on such Obligations, with each such prepayment first to be applied to the Revolving Loans until payment in full thereof with any remaining balance to be held by the Bank as collateral security for the Obligations owing with respect to Letters of Credit.”

(b)          The definition of “Borrowing Base” in section 5.1 of the Credit Agreement is hereby amended to read in its entirety as follows:

“           “Borrowing Base” means, as of any time it is to be determined, the sum of: (a) 85% of the then outstanding unpaid amount of Eligible Receivables; plus (b) the lesser of (i) the Borrowing Base Inventory Cap, and (ii) 60% of the value (computed at the lower of market or cost using the first-in/first-out method of inventory valuation applied by the Borrower in accordance with GAAP) of Eligible Inventory; plus  (c) the Temporary Overadvance Amount; provided that the Borrowing Base shall be computed only as against and on so much of the Collateral as is included on the certificates to be furnished from time to time by the Borrower pursuant to Section 8.5(a) hereof and, if required by the Bank pursuant to any of the terms hereof or any Collateral Document, as verified by such other evidence required to be furnished to the Bank pursuant hereto or pursuant to any such Collateral Document.”

(c)          The definition of “Revolving Credit Commitment” in section 5.1 of the Credit Agreement is hereby amended to read in its entirety as follows:

“           “Revolving Credit Commitment” means the following amounts, as applicable, in each case as such amount may be reduced pursuant to the terms of this Agreement: (a) on and after August 8, 2016, through and including February 28, 2017, an amount equal to Fourteen Million and 00/100 Dollars ($14,000,000.00); and (b) at any other time (including on and after March 1, 2017), an amount equal to Twelve Million and 00/100 Dollars ($12,000,000.00).”

(d)          Section 5.1 of the Credit Agreement is hereby further amended by inserting the following new definition in the appropriate alphabetical order:

“             “Borrowing Base Inventory Cap” means the following amounts, as applicable:

(e)          Section 8.23 of the Credit Agreement is hereby amended to read in its entirety as follows:

“ Section 8.23       Financial Covenants .

(a)           Senior Leverage Ratio. As of the last day of each fiscal quarter of the Borrower (commencing June 30, 2016), the Borrower shall not permit the Senior Leverage Ratio for the four fiscal quarters of the Borrower then ended to be more than the amount set forth below for such fiscal quarter:

(b)           Total Leverage Ratio. As of the last day of each fiscal quarter of the Borrower (commencing June 30, 2016), the Borrower shall not permit the Total Leverage Ratio for the four fiscal quarters of the Borrower then ended to be more than the amount set forth below for such fiscal quarter:

(c)           Fixed Charge Coverage Ratio. As of the last day of each fiscal quarter of the Borrower (commencing with the fiscal quarter ending June 30, 2016), the Borrower shall not permit the Fixed Charge Coverage Ratio for the four fiscal quarters of the Borrower then ended to be less than 1.15 to 1.00.

(d)           Capital Expenditures . Subject to the other terms of this Section 8.23(d) , the Borrower shall not, and shall not permit any of its Subsidiaries to, make or commit to make, directly or indirectly, any Capital Expenditure if, after giving effect thereto, the aggregate amount of all Capital Expenditures made by the Borrower and its Subsidiaries would exceed $1,100,000 in the fiscal year of the Borrower ending on December 31, 2016, or in any subsequent fiscal year of the Borrower.”

(f)          Exhibit F to the Credit Agreement is hereby amended to read in its entirety as set forth in Exhibit F to this agreement.

3.            Reaffirmation of Subsidiary Guaranty . The Subsidiary Guarantor hereby expressly does each of the following:

4.            Representations and Warranties . To induce the Bank to enter into this agreement, the Borrower hereby represents to the Bank as follows:

5.           Conditions . The effectiveness of this agreement is subject to satisfaction of the following conditions:

6.           General . (a) This agreement and the rights and duties of the parties hereto are governed by, and are to be construed in accordance with, the internal laws of State of Illinois without regard to principles of conflicts of laws. Wherever possible each provision of the Credit Agreement and this agreement is to be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Credit Agreement and this agreement is prohibited by or invalid under any such law, that provision will be deemed ineffective to the extent of that prohibition or invalidity, without invalidating the remainder of that provision or the remaining provisions of the Credit Agreement and this agreement.

(b)          This agreement is a Loan Document.

(c)          This agreement binds each party and their respective successors and assigns, and this agreement inures to the benefit of each party and the successors and assigns of the Bank.

(d)          Except as specifically modified or amended by the terms of this agreement, the terms and provisions of the Credit Agreement, the Subsidiary Guaranty, and the other Loan Documents are incorporated by reference herein and in all respects continue in full force and effect. The Borrower, by execution of this agreement, hereby reaffirms, assumes, and binds itself to all of the obligations, duties, rights, covenants, terms, and conditions contained in the Credit Agreement and the other Loan Documents to which it is a party.

(e)          Each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” or words of like import, and each reference to the Credit Agreement in any and all instruments or documents delivered in connection therewith, are deemed to refer to the Credit Agreement, as amended by this agreement.

(f)          The Borrower shall pay all costs and expenses in connection with the preparation of this agreement and other related loan documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who are employees of the Bank or any affiliate or parent of the Bank. The Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees, and other costs and expenses in connection with the execution and delivery of this agreement and the other instruments and documents to be delivered hereunder, and agrees to save the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses.

(g)          The Borrower hereby waives and releases any and all current existing claims, counterclaims, defenses, or set-offs of every kind and nature which it has or might have against the Bank arising out of, pursuant to, or pertaining in any way to the Credit Agreement, any and all documents and instruments in connection with or relating to the foregoing, or this agreement. The Borrower hereby further covenants and agrees not to sue the Bank or assert any claims, defenses, demands, actions, or liabilities against the Bank arising out of, pursuant to, or pertaining in any way to the Credit Agreement, any and all documents and instruments in connection with or relating to the foregoing, or this agreement.

(h)          The parties may sign this agreement in several counterparts, each of which will be deemed an original but all of which together will constitute one instrument. Receipt of an executed signature page to this agreement by facsimile or other electronic transmission will constitute effective delivery of that executed signature page. Electronic records of executed Loan Documents (including this agreement) maintained by the Bank will be deemed to be originals.

[ Signature pages follow ]

The parties are signing this Amendment No. 8 to Credit Agreement as of the date stated in the introductory clause.

Signature page to Amendment No. 8 to Credit Agreement

Exhibit   D

Form of Replacement Revolving Note

See attached.

Exhibit F

Borrowing Base Certificate

To:          BMO Harris Bank N.A.

Pursuant to the terms of the Credit Agreement dated as of April 29, 2010, between CTI Industries Corporation, an Illinois corporation, and you (as amended, modified, or supplemented from time to time, the “Credit Agreement” ), we submit this Borrowing Base Certificate to you and certify that the information set forth below and on any attachments to this certificate is true, correct and complete as of the date of this certificate.

B.           Inventory in Borrowing Base

C.           Inventory in Borrowing Base

D.           Temporary Overadvance Amount; Reserves (Borrowing Base)

E.           Total Borrowing Base

F.           Revolving Credit Advances

G.           Revolving Credit Commitment and Related Reserves

H.           Revolving Credit Availability

II.           Accounts Receivable Aging

III.         Accounts Payable Aging

Withholding taxes have been paid through _______________________(date)

Dated as of this ____ day of __________________, ____.

EXHIBIT 10.2

Replacement Revolving Note

On the Revolving Credit Termination Date, for value received, the undersigned, CTI Industries Corporation , an Illinois corporation (the “Borrower” ), hereby promises to pay to the order of BMO  Harris Bank N.A. , a national banking association, successor to Harris N.A. (the “Bank” ), at its office at 111 West Monroe Street, Chicago, Illinois, the principal sum of (i)  Fourteen Million and 00/100 Dollars ($14,000,000.00), or (ii) such lesser amount as may at the time of the maturity hereof, whether by acceleration or otherwise, be the aggregate unpaid principal amount of all Revolving Loans owing from the Borrower to the Bank under the Revolving Credit provided for in the Credit Agreement hereinafter mentioned.

This Replacement Revolving Note (this “Note” ) evidences Revolving Loans made and to be made to the Borrower by the Bank under the Revolving Credit provided for under that certain Credit Agreement dated as of April 29, 2010, between the Borrower and the Bank (said Credit Agreement, as the same may be amended, modified or restated from time to time, being referred to herein as the “Credit Agreement” ), and the Borrower hereby promises to pay interest at the office described above on such Revolving Loans evidenced hereby at the rates and at the times and in the manner specified therefor in the Credit Agreement. As of the date of this Note, the Borrower and the Bank expect that the Revolving Credit Commitment under the Credit Agreement will be reduced to Twelve Million and 00/100 Dollars ($12,000,000.00) effective as of March 1, 2017.

This Note is issued by the Borrower under the terms and provisions of the Credit Agreement and is secured by, among other things, the Collateral Documents, and this Note and the holder hereof are entitled to all of the benefits and security provided for thereby or referred to therein, to which reference is hereby made for a statement thereof. This Note may be declared to be, or be and become, due prior to its expressed maturity, voluntary prepayments may be made hereon, and certain prepayments are required to be made hereon, all in the events, on the terms and with the effects provided in the Credit Agreement. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in the Credit Agreement.

The Borrower hereby promises to pay all costs and expenses (including attorneys’ fees) suffered or incurred by the holder hereof in collecting this Note or enforcing any rights in any collateral therefor. The Borrower hereby waives presentment for payment and demand. This Note shall be construed in accordance with, and governed by, the internal laws of the State of Illinois without regard to principles of conflicts of laws.

This Note constitutes a renewal and restatement of, and replacement and substitution for, but is not a repayment of, that certain Replacement Revolving Note dated July 17, 2012, in the maximum principal amount of Twelve Million and 00/100 Dollars ($12,000,000.00), executed by the Borrower and made payable to the order of the Bank (the “Prior Note” ), as referred to in the Credit Agreement. The indebtedness evidenced by the Prior Note is continuing indebtedness evidenced hereby. Except as specifically provided by the terms of this Note, the terms of the Prior Note are hereby merged into the terms of this Note such that all security interests, mortgages and assignments previously granted to secure the Prior Note are continuing and secure this Note. Nothing herein constitutes a payment, settlement, or novation of the Prior Note, or releases or otherwise adversely affects any lien, mortgage or security interest securing such indebtedness or any rights of the Bank against any guarantor, surety or other party primarily or secondarily liable for such indebtedness.

[ Signature page follows ]

Signature page to Replacement Revolving Note (Amendment No. 8)

EXHIBIT 10.3

Amendment No. 3
to Note and Warrant Purchase Agreement

This Amendment No. 3 to Note and Warrant Purchase Agreement is dated as of August 8, 2016, and is between CTI Industries Corporation , an Illinois corporation (the “ Company ”); CTI Supply, Inc. , an Illinois corporation f/k/a CTI Helium, Inc., and a Wholly-Owned Subsidiary of the Company, in its capacity as a guarantor (the “ Subsidiary Guarantor ”); and BMO PRIVATE EQUITY (U.S.), INC., a Delaware corporation (the “ Purchaser ”).

The Company and the Purchaser entered into a Note and Warrant Purchase Agreement dated as of July 17, 2012 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “ Purchase Agreement ”), under which, among other things, the Company sold to the Purchaser and the Purchaser purchased from the Company a note in the aggregate principal amount of $5,000,000.

In connection with the Purchase Agreement, the Subsidiary Guarantor entered into a Guaranty dated as of July 12, 2012 (the “ Subsidiary Guaranty ”), under which, among other things, the Subsidiary Guarantor guarantees the prompt and complete payment and performance of the Obligations.

The parties now desire to amend the Purchase Agreement in certain respects.

The parties therefore agree as follows:

1.           Definitions . Defined terms used but not defined in this agreement are as defined in the Purchase Agreement.

2.           Amendments to Purchase Agreement . (a) Section 8.23 of the Purchase Agreement is hereby amended to read in its entirety as follows:

“Section 8.23      Financial Covenants.

(a)           Senior Leverage Ratio. As of the last day of each fiscal quarter of the Company (commencing June 30, 2016), the Company shall not permit the Senior Leverage Ratio for the four fiscal quarters of the Company then ended to be more than the amount set forth below for such fiscal quarter:

(b)           Total Leverage Ratio. As of the last day of each fiscal quarter of the Company (commencing June 30, 2016), the Company shall not permit the Total Leverage Ratio for the four fiscal quarters of the Company then ended to be more than the amount set forth below for such fiscal quarter:

(c)           Fixed Charge Coverage Ratio. As of the last day of each fiscal quarter of the Company (commencing with the fiscal quarter ending June 30, 2016), the Company shall not permit the Fixed Charge Coverage Ratio for the four fiscal quarters of the Company then ended to be less than 1.05 to 1.00.

(d)           Capital Expenditures . The Company shall not, and shall not permit any of its Subsidiaries to, make or commit to make, directly or indirectly, any Capital Expenditure if, after giving effect thereto, the aggregate amount of all Capital Expenditures made by the Company and its Subsidiaries would exceed $1,210,000 in the fiscal year of the Company ending on December 31, 2016, or in any subsequent fiscal year of the Company.”

(d)           Reaffirmation of Subsidiary Guaranty . The Subsidiary Guarantor hereby expressly does each of the following:

3.             Representations and Warranties . To induce the Purchaser to enter into this agreement, the Company hereby represents to the Purchaser as follows:

4.             Conditions . The effectiveness of this agreement is subject to satisfaction of the following conditions:

5.             General . (a) This agreement and the rights and duties of the parties hereto are governed by, and are to be construed in accordance with, the internal laws of the State of Illinois without regard to principles of conflicts of laws. Wherever possible each provision of the Purchase Agreement and this agreement is to be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Purchase Agreement and this agreement is prohibited by or invalid under any such law, that provision will be deemed ineffective to the extent of that prohibition or invalidity, without invalidating the remainder of that provision or the remaining provisions of the Purchase Agreement and this agreement.

(b)          This agreement is an Operative Document.

(c)          This agreement binds each party and their respective successors and assigns, and this agreement inures to the benefit of each party and the successors and assigns of the Purchaser.

(d)          Except as specifically modified or amended by the terms of this agreement, the terms and provisions of the Purchase Agreement, the Subsidiary Guaranty, and the other Operative Documents are incorporated by reference herein and in all respects continue in full force and effect. The Company, by execution of this agreement, hereby reaffirms, assumes, and binds itself to all of the obligations, duties, rights, covenants, terms, and conditions contained in the Purchase Agreement and the other Operative Documents to which it is a party.

(e)          Each reference in the Purchase Agreement to “this Agreement,” “hereunder,” “hereof,” or words of like import, and each reference to the Purchase Agreement in any and all instruments or documents delivered in connection therewith, are deemed to refer to the Purchase Agreement, as amended by this agreement.

(f)          The Company shall pay all costs and expenses in connection with the preparation of this agreement and other related operative documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who are employees of the Purchaser or any affiliate or parent of the Purchaser. The Company shall pay any and all stamp and other taxes, UCC search fees, filing fees, and other costs and expenses in connection with the execution and delivery of this agreement and the other instruments and documents to be delivered hereunder, and agrees to save the Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses.

(g)          The Company hereby waives and releases any and all current existing claims, counterclaims, defenses, or set-offs of every kind and nature which it has or might have against the Purchaser arising out of, pursuant to, or pertaining in any way to the Purchase Agreement, any and all documents and instruments in connection with or relating to the foregoing, or this agreement. The Company hereby further covenants and agrees not to sue the Purchaser or assert any claims, defenses, demands, actions, or liabilities against the Purchaser arising out of, pursuant to, or pertaining in any way to the Purchase Agreement, any and all documents and instruments in connection with or relating to the foregoing, or this agreement.

(h)          The parties may sign this agreement in several counterparts, each of which will be deemed an original but all of which together will constitute one instrument. Delivery of an executed counterpart of this agreement by facsimile or by “.PDF” shall be equally as effective as delivery of an original executed counterpart of this agreement.

[Signature pages follow]

The parties are signing this Amendment No. 3 to Note and Warrant Purchase Agreement as of the date stated in the introductory clause.

EXHIBIT 10.4

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “ Agreement ”) is dated as of July __, 2016, by and among CTI Industries Corporation, an Illinois corporation (the “ Company ”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “ Purchaser ” and collectively, the “ Purchasers ”).

RECITALS

A.           The Company and each Purchaser is executing and delivering this agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “ Securities Act ”), and Rule 506 of Regulation D (“ Regulation D ”) as promulgated by the United States Securities and Exchange Commission under the Securities Act.

B.           The Company desires to raise cash proceeds pursuant to the issuance and sale of up to 500,000 shares of the Common Stock, no par value, of the Company (which shares of Common Stock and shall be collectively referred to herein as the “ Shares ”) and up to 250,000 warrants (“Warrants”) to purchase shares (which Shares and Warrants may be collectively referred to as “ Securities ”).

C.           Each Purchaser, severally and not jointly, wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, that aggregate number of Shares and Warrants set forth below such Purchaser’s name on the signature page of this Agreement.

D.           The Company has engaged Dougherty & Company LLC as its placement agent (the “ Placement Agent ”) for the offering of the Securities on a “reasonable efforts” basis. The Placement Agent is receiving a fee as the Placement Agent’s compensation for services rendered in connection with the transactions set forth herein.

E.           Contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement, in the form attached hereto as Exhibit A (the “ Registration Rights Agreement ”), pursuant to which, among other things, the Company will agree to provide certain registration rights with respect to the Shares under the Securities Act and applicable state securities laws.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchasers hereby agree as follows:

ARTICLE I.
DEFINITIONS

1.1            Definitions . In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have the meanings indicated in this Section 1.1:

“ Action ” means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or, to the Company’s Knowledge, threatened in writing against or affecting the Company or its properties before or by any court, arbitrator, governmental or administrative agency, regulatory authority (federal, state, county, local or foreign), stock market, stock exchange or trading facility.

“ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 144. With respect to a Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Purchaser will be deemed to be an Affiliate of such Purchaser.

“ Business Day ” means a day, other than a Saturday or Sunday, on which banks in Chicago, Illinois are open for the general transaction of business.

“ Closing ” means the closing of the purchase and sale of the Shares and Warrants pursuant to this Agreement.

“ Closing Date ” means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all of the conditions set forth in Sections 2.1, 2.2, 5.1 and 5.2 hereof are satisfied, or such other date as the parties may agree.

“ Commission ” means the United States Securities and Exchange Commission.

“ Common Stock ” means the Common Stock of the Company, and also includes any securities into which the Common Stock may hereafter be reclassified or changed.

“ Company Counsel ” means Vanasco Genelly & Miller.

“ Company Deliverables ” has the meaning set forth in Section 2.2(a).

“ Company’s Knowledge ” means with respect to any statement made to the knowledge of a party, that the statement is based upon the actual knowledge of the executive officers of such party having responsibility for the matter or matters that are the subject of the statement.

“ Control ” (including the terms “controlling”, “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Disclosure Materials ” has the meaning set forth in Section 3.1(h).

“ Effective Date ” means the date on which the initial Registration Statement required by Section 2(a) of the Registration Rights Agreement is first declared effective by the Commission.

“ Environmental Laws ” has the meaning set forth in Section 3.1(l).

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“ GAAP ” means U.S. generally accepted accounting principles, as applied by the Company.

“ Illinois Courts ” means the state and federal courts sitting in the City of Chicago, Illinois, and Cook County, Illinois.

“ Intellectual Property ” has the meaning set forth in Section 3.1(r).

“ Irrevocable Transfer Agent Instructions ” means, with respect to the Company, the Irrevocable Transfer Agent Instructions, in the form of Exhibit D , executed by the Company and delivered to and acknowledged in writing by the Transfer Agent.

“ Lien ” means any lien, charge, claim, encumbrance, security interest, right of first refusal, preemptive right or other restrictions of any kind.

“ Material Adverse Effect ” means any of (i) a material and adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material and adverse effect on the results of operations, assets, prospects, business or financial condition of the Company, or (iii) any material adverse impairment to the Company's ability to perform in any material respect on a timely basis its obligations under any Transaction Document.

“ Material Permits ” has the meaning set forth in Section 3.1(p).

“ Outside Date ” means five Trading Days following the date of this Agreement.

“ Person ” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

“ Principal Trading Market ” means the Trading Market on which the Common Stock is primarily listed on and quoted for trading, which, as of the date of this Agreement and the Closing Date, shall be the NASDAQ Capital Market.

“ Proceeding ” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“ Purchase Price ” means an amount per Share equal to $6.00.

“ Purchaser Deliverables ” has the meaning set forth in Section 2.2(b).

“ Registration Rights Agreement ” has the meaning set forth in the Recitals.

“ Registration Statement ” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale by the Purchasers of the Registrable Securities (as defined in the Registration Rights Agreement).

“ Required Approvals ” has the meaning set forth in Section 3.1(e).

“ Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ SEC Report s” has the meaning set forth in Section 3.1(h).

“ Secretary’s Certificate ” has the meaning set forth in Section 2.2(a)(v).

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Short Sales ” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

“ Subscription Amount ” means with respect to each Purchaser, the aggregate amount to be paid for the Shares and Warrants purchased hereunder as indicated on such Purchaser’s signature page to this Agreement next to the heading “Purchase Price (Subscription Amount)”.

“ Trading Affiliate ” has the meaning set forth in Section 3.2(g).

“ Trading Day ” means a day on which the Common Stock is listed or quoted and traded on its primary Trading Market.

“ Trading Market ” means the NASDAQ Capital Market.

“ Transaction Documents ” means this Agreement, the schedules and exhibits attached hereto, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“ Transfer Agent ” means American Stock Transfer and Trust Company, LLC or any successor transfer agent for the Company.

“ Warrant” means the warrant being sold together with the Shares giving the Purchaser the right to purchase Common Stock between six (6) months and three (3) years from the date of issuance at a price of $7.00 per share.

ARTICLE II.
PURCHASE AND SALE

2.1            Closing . (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, such number of Shares of Common Stock equal to the quotient resulting from dividing (i) the aggregate purchase price for such Purchaser, as indicated below such Purchaser’s name on the signature page of this Agreement (the “ Subscription Amount ”) by (ii) the Purchase Price, rounded down to the nearest whole Share, along with one-half of a Warrant to purchase a whole share of Common Stock at a purchase price of $7.00 per share between six (6) months and three (3) years from the date of issuance.

(b)          Each Purchaser must complete and return a duly executed, unaltered copy of this Agreement (including without limitation the completed Accredited Investor Questionnaire and the Stock Certificate Questionnaire included as Exhibits B-1 and B-2 hereto, respectively) to the Placement Agent. The Company and the Placement Agent retain complete discretion to accept or reject any subscription unless and until the Company executes a counterpart to this Agreement that includes such Purchaser’s signature. Upon execution and delivery of this Agreement by Purchaser, each Purchaser shall deposit the amount of readily available funds equal to such Purchaser’s Subscription Amount in a segregated escrow account (the “ Escrow Account ”) with an escrow agent designated by the Company (the “ Escrow Agent ”) by wire transfer of immediately available funds pursuant to the instructions provided in Exhibit E .

(c)          The Closing shall be held at a date and time designated by the Company and the Placement Agent prior to 11:59 p.m. prevailing Central time on the Outside Date. The Closing shall occur at the offices of the Company Counsel, located at 33 N. LaSalle Street, Suite 2200, Chicago, Illinois or at such other locations or remotely by facsimile transmission or other electronic means as the parties may mutually agree. Upon satisfaction or waiver of all conditions to the Closing, the Placement Agent and the Company shall instruct the Escrow Agent to release the proceeds held in the Escrow Account to the Company, less fees and expenses due to the Placement Agent. Interest, if any, that has accrued with respect to the Subscription Amount while in escrow shall also be distributed to the Company at the Closing and the Purchaser will have no right to such interest, even if there is no Closing.

(d)          The Company shall deliver, or cause to be delivered, as soon as practical after the Closing, and in any event within five Business Days, to the Purchaser’s mailing address indicated on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, a certificate or certificates, registered in such name or names as the Purchasers may designate, representing the Shares purchased by the Purchaser hereunder and a one-half Warrant per Share purchased for the right to purchase shares of Common Stock.

2.2            Closing Deliveries .   (a)   On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the items listed in clauses (i) through (viii) below and shall issue, deliver or cause to be delivered to the Placement Agent the Shares and Warrants referred to in clause (ix) below (collectively, the “ Company Deliverables ”):

(i)           this Agreement, duly executed by the Company;

(ii)          the Registration Rights Agreement, duly executed by the Company;

(iii)         a legal opinion of Company Counsel, in the form attached hereto as Exhibit C , executed by such counsel and addressed to the Purchasers and the Placement Agent;

(iv)         duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent;

(v)          a certificate of the Secretary of the Company (the “ Secretary’s Certificate ”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation and by-laws, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company;

(vi)         the Compliance Certificate referred to in Section 5.1(h);

(vii)        a certificate evidencing the formation and good standing of the Company in the State of Illinois issued by the Secretary of State (or comparable office), as of a date within 10 days of the Closing Date;

(viii)       a certified copy of the Third Restated Articles of Incorporation as certified by the Secretary of State of the State of Illinois within ten (10) days of the Closing Date; and

(ix)          the Shares and Warrants, executed by the Company and registered in the name of the Placement Agent and/or its designee(s).

(b)           On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “ Purchaser Deliverables ”):

(i)           this Agreement, duly executed by such Purchaser;

(ii)          its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer to an account designated in writing by the Company for such purpose, as set forth on Exhibit E attached hereto;

(iii)         the Registration Rights Agreement, duly executed by such Purchaser;

(iv)         a fully completed and duly executed Selling Stockholder Questionnaire in the form attached as Annex B to the Registration Rights Agreement; and

(v)          a fully completed and duly executed Accredited Investor Questionnaire and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectively.

ARTICLE III.
REPRESENTATIONS AND WARRANTIES

3.1            Representations and Warranties of the Company . The Company hereby represents and warrants to the Purchasers and to the Placement Agent that, as of the Closing Date (except as otherwise noted below, in which case as of the date so noted), and except as set forth in the Schedules delivered herewith:

(a)           Subsidiaries . Except for (i) CTI Balloons Limited, a UK entity, (ii) CTI Europe, GMBH, a German entity (iii) CTI Supply, Inc., f/k/a/CTI Helium, a wholly owned subsidiary, (iv) Clever Container Company, LLC (of which the Company owns a 28.5% interest), (v) Flexo Universal, S. de R.L. de C.V. (of which the Company owns a 99% interest), and (vi) two variable interest entities whose financials are consolidated with the Company, which are Venture Leasing, LLC and Venture Leasing, S.A. de R.L.

(b)           Organization and Qualification . The Company is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, with the requisite power and authority to own or lease and use its properties and assets and to carry on its business as currently conducted. The Company is not in violation of any of the provisions of its articles of incorporation, bylaws or other organizational or charter documents. The Company is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to have, individually or in the aggregate, resulted in a Material Adverse Effect, and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(c)           Authorization; Enforcement; Validity . The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Securities) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application. There are no shareholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.

(d)           No Conflicts . The execution, delivery and performance by the Company of the Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Securities) do not and will not (i) conflict with or violate any provision of the Company’s articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) to which the Company is a party or by which any property or asset of the Company is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations and the rules and regulations, assuming the correctness of the representations and warranties made by the Purchasers herein, of any self-regulatory organization to which the Company or its securities are subject, including all applicable Trading Markets), or by which any property or asset of the Company is bound or affected, except in the case of clauses (ii) and (iii), such as would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.