FWHC Holdings, LLC Sample Contracts

H-CYTE, INC. INVESTORS' RIGHTS AGREEMENT Dated as of November 15, 2019 INVESTORS' RIGHTS AGREEMENT
Investors' Rights Agreement • February 25th, 2020 • FWHC Holdings, LLC • Surgical & medical instruments & apparatus • Nevada

This INVESTORS' RIGHTS AGREEMENT is made and entered into as of the 15th day of November, 2019, by and among H-CYTE, INC., a Nevada corporation (the "Company") and each of the investors listed on Schedule I hereto (the "Investors").

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 25th, 2020 • FWHC Holdings, LLC • Surgical & medical instruments & apparatus • Florida

This Securities Purchase Agreement (this "Agreement") is dated as of November 15, 2019, by and among H-Cyte, Inc., a Nevada corporation (the "Company.") and the purchasers identified on the signature pages hereto (including any successors and assigns, the "Purchaser(s)").

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Bridge Warrant #1
FWHC Holdings, LLC • May 20th, 2020 • Surgical & medical instruments & apparatus • Nevada

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

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STANDBY PURCHASE AGREEMENT
Standby Purchase Agreement • July 10th, 2020 • FWHC Holdings, LLC • Surgical & medical instruments & apparatus • Florida

This STANDBY PURCHASE AGREEMENT (this “Agreement”) is made and entered into on [●], 2020, by and among the entities and individuals set forth on Schedule I hereto (collectively, the “Standby Purchasers” and each, a “Standby Purchaser”) and H-CYTE, INC., a Nevada corporation (the “Company”).

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Note Purchase Agreement H-CYTE, INC. SECURED CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT as of April 17, 2020
Secured Convertible Note and Warrant Purchase Agreement • May 20th, 2020 • FWHC Holdings, LLC • Surgical & medical instruments & apparatus • Florida

This Secured Convertible Note and Warrant Purchase Agreement (this “Agreement”) is entered into as of April 17, 2020 (the “Effective Date”), by and among H-Cyte, Inc., a Nevada corporation (the “Company”), FWHC Bridge, LLC, a Delaware limited liability company (the “Lead Purchaser”) and any other Purchaser delivering a counterpart signature page to this Agreement.

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H-CYTE, INC. AMENDED AND RESTATED VOTING AGREEMENT as of November 15, 2019 AMENDED AND RESTATED VOTING AGREEMENT
Voting Agreement • February 25th, 2020 • FWHC Holdings, LLC • Surgical & medical instruments & apparatus • Nevada

This Amended and Restated Voting Agreement (this "Agreement") is entered into as of November 15, 2019 by and among (i) H-Cyte, Inc., a Nevada corporation (the "Company"), (ii) each holder of the Company's Series B Preferred Stock ("Series B Preferred Stock") listed on Schedule I (the "Series B Investors"), (iii) each holder of the Company's Series D Preferred Stock ("Series D Preferred Stock") listed on Schedule II (the "Series D Investors" and, together with the Series Series B Investors, and any subsequent investors, or transferees, who become parties hereto as "Investors" pursuant to Sections 6.1(a) or 6.2 below, the "Investors") and (vi) those certain stockholders of the Company listed on Schedule III (together with any subsequent stockholders, or any transferees, who become parties hereto as "Key Holders" pursuant to Sections 6.1(b) or 6.2 below, the "Key Holders," and together collectively with the Investors, the "Stockholders").

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H-CYTE, INC. RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT as of November 15, 2019 RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Sale Agreement • February 25th, 2020 • FWHC Holdings, LLC • Surgical & medical instruments & apparatus • Nevada

This Right of First Refusal and Co-Sale Agreement (this "Agreement") is entered into as of November 15, 2019 by and among (i) H-Cyte, Inc., a Nevada corporation (the "Company"), (ii) the Investors listed on Schedule I (the "Investors"), and (iii) the Key Holders listed on Schedule II.

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Bridge Friends Warrant
Bridge Friends Warrant • May 20th, 2020 • FWHC Holdings, LLC • Surgical & medical instruments & apparatus • Nevada

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

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AMENDED AND RESTATED JOINT FILING AGREEMENT
Joint Filing Agreement • May 20th, 2020 • FWHC Holdings, LLC • Surgical & medical instruments & apparatus

This Amended and Restated Joint Filing Agreement amends and restates in its entirety the previous Joint Filing Agreement delivered by certain of the Reporting Persons on February 25, 2020. This Amended and Restated Joint Filing Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

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ASSIGNMENT AGREEMENT
Assignment Agreement • May 20th, 2020 • FWHC Holdings, LLC • Surgical & medical instruments & apparatus • Florida

This ASSIGNMENT AGREEMENT (this “Agreement”) is entered into as of March 27, 2020 (the “Effective Date”), by and among George Hawes, an individual (“Seller”), FWHC Bridge, LLC, a Delaware limited liability company (the “Buyer”) and H-Cyte, Inc., a Nevada corporation (the “Borrower”). The Seller, Buyer and Borrower are hereinafter referred to each as a “Party” and together, as the “Parties.” Capitalized terms used but not defined or otherwise referenced herein shall have the meanings ascribed to them in the Note (as defined below), as applicable.

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FIRST AMENDMENT TO 12% SENIOR SECURED CONVERTIBLE NOTE
FWHC Holdings, LLC • May 20th, 2020 • Surgical & medical instruments & apparatus • New York

This FIRST AMENDMENT TO 12% SENIOR SECURED CONVERTIBLE NOTE DUE SEPTEMBER 30, 2020 (this “Amendment”) is entered into and made effective as of March 27, 2020 (the “Effective Date”), by and between H-CYTE, INC., a Nevada corporation (the “Company”) and FWHC Bridge, LLC, a Delaware limited liability company (the “Holder”). The Company and Holder are collectively referred to herein as the “Parties” and each, a “Party”.

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JOINT FILING AGREEMENT
Joint Filing Agreement • February 25th, 2020 • FWHC Holdings, LLC • Surgical & medical instruments & apparatus

This Joint Filing Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

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