SECURITIES PURCHASE AGREEMENTSecurities 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”).
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
WARRANT AGENCY AGREEMENTWarrant 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”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 5th, 2024 • Nuwellis, Inc. • Electromedical & electrotherapeutic apparatus • New York
This agreement (the “Agreement”) constitutes the agreement between Lake Street Capital Markets, LLC and Maxim Group LLC as placement agents (each, a “Placement Agent” and collectively, the “Placement Agents”) and Nuwellis, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), pursuant to which the Placement Agents shall serve as the exclusive placement agents for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of (i) shares (the “Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”), (ii) Series A common stock purchase warrants (collectively, the “Series A Warrants”) to purchase shares of Common Stock, (iii) Series B common stock purchase warrants (collectively, the “Series B Warrants” and collectively with the Series A Warrants, the “Purchase Warrants”) and (iv) pre-funded warrants (collectively, the “Pre-Funded Warrants”) to purchase shares of Common Stock (the s
