COMMON STOCK PURCHASE WARRANT NUO THERAPEUTICS, INC.Nuo Therapeutics, Inc. • May 10th, 2016 • Surgical & medical instruments & apparatus • Delaware
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 November 5, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on the May 5, 2021 five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NUO THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to [______] shares (the “Shares”) of Common Stock, par value $0.0001 per share, of the Company (“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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2016 • Nuo Therapeutics, Inc. • Surgical & medical instruments & apparatus • Delaware
This Registration Rights Agreement (as amended from time to time, this “Agreement”) is dated as of April 22, 2016, and is between NUO THERAPEUTICS, INC., a Delaware corporation (the “Company”), and the stockholders listed on Schedule 1 hereto (collectively, the “Stockholders” and, each individually, a “Stockholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan (as defined below).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 10th, 2016 • Nuo Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
This Assignment and Assumption Agreement (this “Agreement”) is entered into as of May 5, 2016 (the “Closing Date”) by and between NUO THERAPEUTICS, INC. (f/k/a Cytomedix, Inc.), a Delaware corporation, with its principal office at 209A Perry Parkway, Suite 1, Gaithersburg, MD 20877 (the “Assignor”) and DEERFIELD SS, LLC (the “Assignee”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • May 10th, 2016 • Nuo Therapeutics, Inc. • Surgical & medical instruments & apparatus • Delaware
This Transition Services Agreement is dated as of May 5, 2016 (this “Agreement”), by and between Deerfield SS, LLC, a Delaware limited liability company (“Deerfield”) and Nuo Therapeutics, Inc. (“Nuo”, and collectively with Deerfield, the “Parties”, and each individually a “Party”).
