Nuwellis, Inc. Sample Contracts

COMMON STOCK PURCHASE WARRANT CHF SOLUTIONS, INC.
CHF Solutions, Inc. • May 4th, 2020 • Electromedical & electrotherapeutic apparatus

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May __, 2020 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______________ __, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from CHF Solutions, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 4th, 2020 • CHF Solutions, Inc. • Electromedical & electrotherapeutic apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 1, 2020 between CHF Solutions, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 31st, 2016 • Sunshine Heart, Inc. • Electromedical & electrotherapeutic apparatus

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 30, 2016, between Sunshine Heart, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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COMMON STOCK PURCHASE WARRANT SUNSHINE HEART, INC.
Sunshine Heart, Inc. • February 16th, 2017 • Electromedical & electrotherapeutic apparatus

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after (1), 2017 (the “Initial Exercise Date”) and on or prior to the close of business on five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sunshine Heart, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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COMMON STOCK PURCHASE WARRANT CHF SOLUTIONS, INC.
Common Stock Purchase Warrant • August 17th, 2020 • CHF Solutions, Inc. • Electromedical & electrotherapeutic apparatus • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CEDE & CO. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Reverse Stock Split Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August __, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from CHF Solutions, Inc., a Delaware corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 4th, 2019 • CHF Solutions, Inc. • Electromedical & electrotherapeutic apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 4, 2019 between CHF Solutions, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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NUWELLIS, INC. AND __________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF _____________
Warrant Agreement • June 4th, 2021 • Nuwellis, Inc. • Electromedical & electrotherapeutic apparatus • New York

THIS COMMON STOCK WARRANT AGREEMENT(this “Agreement”), dated as of [●], between Nuwellis, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

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COMMON STOCK PURCHASE WARRANT SUNSHINE HEART, INC.
Sunshine Heart, Inc. • July 22nd, 2016 • Electromedical & electrotherapeutic apparatus

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Northland Securities, Inc. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July 26, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Closing Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sunshine Heart, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SUNSHINE HEART, INC. and , as Warrant Agent FORM OF COMMON STOCK WARRANT AGREEMENT Dated as of
Common Stock Warrant Agreement • March 21st, 2014 • Sunshine Heart, Inc. • Electromedical & electrotherapeutic apparatus • New York

This COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between SUNSHINE HEART, INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

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Nuwellis, Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent Warrant Agency Agreement Dated as of October 18, 2022
Warrant Agency Agreement • October 18th, 2022 • Nuwellis, Inc. • Electromedical & electrotherapeutic apparatus • New York

WARRANT AGENCY AGREEMENT, dated as of October 18, 2022 (“Agreement”), between Nuwellis, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).

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FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF _________
Warrant Agreement • June 4th, 2021 • Nuwellis, Inc. • Electromedical & electrotherapeutic apparatus • New York

THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between Nuwellis, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 5th, 2024 • Nuwellis, Inc. • Electromedical & electrotherapeutic apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of [____], 2024, between Nuwellis, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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SUNSHINE HEART, INC. and , as Warrant Agent FORM OF PREFERRED STOCK WARRANT AGREEMENT Dated as of
Preferred Stock Warrant Agreement • March 21st, 2014 • Sunshine Heart, Inc. • Electromedical & electrotherapeutic apparatus • New York

This PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between SUNSHINE HEART, INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

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CHF SOLUTIONS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • February 25th, 2019 • CHF Solutions, Inc. • Electromedical & electrotherapeutic apparatus • New York

The undersigned, CHF Solutions, Inc., a Delaware corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of CHF Solutions, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters, if any (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

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PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • May 4th, 2020 • CHF Solutions, Inc. • Electromedical & electrotherapeutic apparatus • New York
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COMMON STOCK PURCHASE WARRANT NUWELLIS, INC.
Common Stock Purchase • October 13th, 2022 • Nuwellis, Inc. • Electromedical & electrotherapeutic apparatus • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the later of (i) the Authorized Share Increase Date and (ii) the date Shareholder Approval is received and effective (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the sixth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nuwellis, Inc., a Delaware corporation (the “Company”), up to ________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in

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AT THE MARKET OFFERING AGREEMENT
Market Offering Agreement • March 3rd, 2023 • Nuwellis, Inc. • Electromedical & electrotherapeutic apparatus • New York

Nuwellis, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Ladenburg Thalmann & Co. Inc. (the “Manager”) as follows:

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SUNSHINE HEART, INC. and , as Warrant Agent FORM OF DEBT SECURITIES WARRANT AGREEMENT Dated as of
Debt Securities Warrant Agreement • March 21st, 2014 • Sunshine Heart, Inc. • Electromedical & electrotherapeutic apparatus • New York

This DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between SUNSHINE HEART, INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

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COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • January 16th, 2013 • Sunshine Heart, Inc. • Electromedical & electrotherapeutic apparatus • Illinois

COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of January 15, 2013 by and between SUNSHINE HEART, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.

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FORM OF SERIES B COMMON STOCK PURCHASE WARRANT NUWELLIS, INC.
Warrant Agent Agreement • February 5th, 2024 • Nuwellis, Inc. • Electromedical & electrotherapeutic apparatus • New York

THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, _______ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [Stockholder Approval Date]1 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_______]2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nuwellis, Inc., a Delaware corporation (the “Company”), up to _______ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 16th, 2013 • Sunshine Heart, Inc. • Electromedical & electrotherapeutic apparatus • Illinois

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 15, 2013, by and between SUNSHINE HEART, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock 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”).

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RIGHTS AGREEMENT SUNSHINE HEART, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC AS RIGHTS AGENT DATED AS OF JUNE 14, 2013
Rights Agreement • June 14th, 2013 • Sunshine Heart, Inc. • Electromedical & electrotherapeutic apparatus • Delaware

Rights Agreement, dated as of June 14, 2013 (as amended, supplemented or otherwise modified from time to time, this “Rights Agreement”), between SUNSHINE HEART, INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (the “Rights Agent”).

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SHARES OF COMMON STOCK CHF SOLUTIONS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • June 29th, 2018 • CHF Solutions, Inc. • Electromedical & electrotherapeutic apparatus • New York

The undersigned, CHF Solutions, Inc., a Delaware corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of CHF Solutions, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters, if any (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”), named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

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UNDERWRITING AGREEMENT
Underwriting Agreement • October 18th, 2022 • Nuwellis, Inc. • Electromedical & electrotherapeutic apparatus • New York

The undersigned, Nuwellis, Inc., a Delaware corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being a subsidiary of Nuwellis, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters, if any (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

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3,483,120 SHARES OF COMMON STOCK OF NUWELLIS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • September 17th, 2021 • Nuwellis, Inc. • Electromedical & electrotherapeutic apparatus • New York

The undersigned, Nuwellis, Inc., a Delaware corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Nuwellis, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters, if any (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”), named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

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2,500,000 Shares(1) Sunshine Heart, Inc. Common Stock, par value $0.0001 per share UNDERWRITING AGREEMENT
Underwriting Agreement • April 11th, 2013 • Sunshine Heart, Inc. • Electromedical & electrotherapeutic apparatus • New York

Sunshine Heart, Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 2,500,000 shares (the “Firm Shares”) of Common Stock, $0.0001 par value per share (the “Common Stock”), of the Company. The Company has also granted to the several Underwriters an option to purchase up to 375,000 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement are herein collectively called the “Securities.”

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27,774,195 SHARES OF COMMON STOCK AND WARRANTS EXERCISABLE INTO 27,774,195 SHARES OF COMMON STOCK OF CHF SOLUTIONS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • August 21st, 2020 • CHF Solutions, Inc. • Electromedical & electrotherapeutic apparatus • New York

The undersigned, CHF Solutions, Inc., a Delaware corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of CHF Solutions, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters, if any (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 19th, 2015 • Sunshine Heart, Inc. • Electromedical & electrotherapeutic apparatus • Delaware

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of February 18, 2015 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 1550 Utica Avenue South, Suite 700, St. Louis Park, Minnesota 55416 (“Bank”), and SUNSHINE HEART, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

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SERIES 4 COMMON STOCK PURCHASE WARRANT CHF SOLUTIONS, INC.
CHF Solutions, Inc. • November 4th, 2019 • Electromedical & electrotherapeutic apparatus

THIS SERIES 4 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after November 5, 2019 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November 5, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from CHF Solutions, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 31st, 2016 • Sunshine Heart, Inc. • Electromedical & electrotherapeutic apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 30, 2016, between Sunshine Heart, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT NUWELLIS, INC.
Nuwellis, Inc. • March 13th, 2024 • Electromedical & electrotherapeutic apparatus • New York

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, _______ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nuwellis, Inc., a Delaware corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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Contract
CHF Solutions, Inc. • November 17th, 2017 • Electromedical & electrotherapeutic apparatus • New York
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SUNSHINE HEART, INC. INDEMNITY AGREEMENT
Indemnity Agreement • September 30th, 2011 • Sunshine Heart, Inc. • Minnesota

THIS INDEMNITY AGREEMENT (this “Agreement”) is made and entered into this 18th day of August, 2011 (the “Effective Date”) by and between SUNSHINE HEART, INC., a Delaware corporation (the “Corporation”), and , whose address is (“Agent”).

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WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • February 5th, 2024 • Nuwellis, Inc. • Electromedical & electrotherapeutic apparatus • New York

WARRANT AGENCY AGREEMENT (this “Warrant Agency Agreement”) dated as of [ ], 2024 (the “Issuance Date”) between Nuwellis, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability company (“Equiniti”) (the “Warrant Agent”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 13th, 2024 • Nuwellis, Inc. • Electromedical & electrotherapeutic apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of [____], 2024, between Nuwellis, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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