Sunshine Heart, Inc. Sample Contracts

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”).

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”).

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.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 22nd, 2016 • Sunshine Heart, Inc. • Electromedical & electrotherapeutic apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 20, 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”).

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”).

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”).

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”).

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”).

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”).

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.

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.

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”).

SUNSHINE HEART, INC., Issuer AND [TRUSTEE], Trustee
Indenture • March 21st, 2014 • Sunshine Heart, Inc. • Electromedical & electrotherapeutic apparatus • New York

This INDENTURE (this “Indenture”), is made effective as of [ ], 20 , between SUNSHINE HEART, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”).

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”).

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”).

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • May 4th, 2020 • CHF Solutions, Inc. • Electromedical & electrotherapeutic apparatus • New York
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.

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.”

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.

SHARES OF SERIES F CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO _________ SHARES OF COMMON STOCK) AND WARRANTS EXERCISABLE INTO ________ SHARES OF COMMON STOCK OF CHF SOLUTIONS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • November 6th, 2017 • 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.

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

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

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:

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”).

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”).

LOCK-UP AND VOTING AGREEMENT
Lock-Up and Voting Agreement • August 17th, 2020 • CHF Solutions, Inc. • Electromedical & electrotherapeutic apparatus • New York

This Lock-Up and Voting Agreement (this “Lock-Up and Voting Agreement”) is being delivered to you in connection with an understanding by and between CHF Solutions, Inc., a Delaware corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”).

3,810,000 Shares(1) Sunshine Heart, Inc. Common Stock, $0.0001 par value per share UNDERWRITING AGREEMENT
Underwriting Agreement • September 19th, 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 3,810,000 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 571,500 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.”

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • January 7th, 2015 • Sunshine Heart, Inc. • Electromedical & electrotherapeutic apparatus • Minnesota

This Change in Control Agreement (this “Agreement”) is entered into as of January 5, 2015 (the “Effective Date”), by and between Sunshine Heart, Inc., a Delaware corporation (the “Company”), and Claudia Drayton a resident of Maple Grove, MN (“Executive”).

Executive Employment Agreement
Executive Employment Agreement • January 19th, 2021 • CHF Solutions, Inc. • Electromedical & electrotherapeutic apparatus • Minnesota

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of the 16th day of January 2021 (the “Commencement Date”), by and between CHF Solutions, Inc., a Delaware corporation (the “Company”) and Nestor Jaramillo, Jr. (the “Executive”).

LEAK-OUT AGREEMENT
Leak-Out Agreement • September 30th, 2022 • Nuwellis, Inc. • Electromedical & electrotherapeutic apparatus

This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and between Nuwellis, Inc., a Delaware corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”).

EMPLOYEE PROPRIETARY INFORMATION, INVENTIONS ASSIGNMENT AND NON-COMPETITION AGREEMENT
Assignment and Non-Competition Agreement • May 9th, 2019 • CHF Solutions, Inc. • Electromedical & electrotherapeutic apparatus • Minnesota

THIS EMPLOYEE PROPRIETARY INFORMATION, INVENTIONS ASSIGNMENT AND NON-COMPETITION AGREEMENT (this “Agreement”) is made as of the date set forth below between CHF Solutions, Inc., a Delaware corporation (the “Company”), and the undersigned employee of the Company (“Employee”).

SUNSHINE HEART, INC. SALES AGREEMENT
Sales Agreement • March 21st, 2014 • Sunshine Heart, Inc. • Electromedical & electrotherapeutic apparatus • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 8th, 2012 • Sunshine Heart, Inc. • Electromedical & electrotherapeutic apparatus • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 6, 2012, is made by and among SUNSHINE HEART, INC., a Delaware corporation, with its principal offices at 12988 Valley View Road, Eden Prairie, Minnesota 55344 (the “Company”), and the investors (individually, a “Purchaser” and collectively, the “Purchasers”) listed on the Schedule of Purchasers attached hereto as EXHIBIT A (the “Schedule of Purchasers”).

Contract
Sunshine Heart, Inc. • February 19th, 2015 • Electromedical & electrotherapeutic apparatus • New York

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

LEASE AGREEMENT
Lease Agreement • December 16th, 2011 • Sunshine Heart, Inc. • Electromedical & electrotherapeutic apparatus • Minnesota

This LEASE AGREEMENT (“Lease”) is made and entered into this 15th day of September, 2010 by and between CSM PROPERTIES, INC., a Minnesota corporation (“Landlord”) and SUNSHINE HEART, INC., a Delaware corporation (“Tenant”).

SEPARATION AND RELEASE AGREEMENT
Separation and Release Agreement • November 30th, 2015 • Sunshine Heart, Inc. • Electromedical & electrotherapeutic apparatus • Minnesota

THIS SEPARATION AND RELEASE AGREEMENT (this “Agreement”) is made as of November 30, 2015 by and between SUNSHINE HEART, INC., a Delaware corporation, whose address is 12988 Valley View Road, Eden Prairie, Minnesota 55344 (the “Company”) and DAVID A. ROSA, whose address is as currently reflected in the Company’s personnel records (“Employee”).