0001654954-20-008960 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 12th, 2020 • SANUWAVE Health, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 6, 2020, between SANUWAVE Health, Inc., a Nevada corporation (the “Company”), and HealthTronics, Inc. (the “Purchaser”).

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Warrant for the Purchase of 8,275,235 Shares of Common Stock Par Value $0.001 CLASS E WARRANT AGREEMENT (this “Agreement”)
Class E Warrant Agreement • August 12th, 2020 • SANUWAVE Health, Inc. • Surgical & medical instruments & apparatus

This is to certify that, for value received, HealthTronics, Inc. and its successors and assigns (each, a “Holder”) is entitled, upon the terms and subject to the limitation on exercise and conditions hereinafter set forth, at any time on or prior to the close of business on August 6, 2023 (the “Termination Date”) but not thereafter, to purchase from SANUWAVE HEALTH, INC. (the “Company”), all or any part of 8,275,235 shares (which number may be adjusted as provided herein) (“Warrant Shares”) of the Company’s common stock, par value $0.001 (the “Common Stock”), at an initial purchase price of $0.25 per share (which amount may be adjusted as provided herein) (“Warrant Price”). Upon exercise of this warrant in whole or in part, a certificate for the Warrant Shares so purchased shall be issued and delivered to the Holder. If, at any time prior to the Termination Date, less than the total warrant is exercised, a new warrant of similar tenor shall be issued for the unexercised portion of the

ASSET PURCHASE AGREEMENT between CELULARITY INC. and SANUWAVE HEALTH, INC. Dated as of August 6, 2020
Asset Purchase Agreement • August 12th, 2020 • SANUWAVE Health, Inc. • Surgical & medical instruments & apparatus • Delaware

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated August 6, 2020, among Celularity Inc., a Delaware corporation (“Seller”), and SANUWAVE Health, Inc., a Nevada corporation (“Buyer”). Each of Buyer and Seller are sometimes referred to herein as a “Party” and together as the “Parties”.

Contract
SANUWAVE Health, Inc. • August 12th, 2020 • Surgical & medical instruments & 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 FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 12th, 2020 • SANUWAVE Health, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 6, 2020, between SANUWAVE Health, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature page hereto (including their successors and assigns, the “Purchasers,” and each individually a “Purchaser”).

SANUWAVE HEALTH, INC. NOTE AND WARRANT PURCHASE AND SECURITY AGREEMENT Issue Date: August 6, 2020
Note and Warrant Purchase and Security Agreement • August 12th, 2020 • SANUWAVE Health, Inc. • Surgical & medical instruments & apparatus • New York

This NOTE AND WARRANT PURCHASE AND SECURITY AGREEMENT (this “Agreement”) is entered into as of August 6, 2020, by and among NH EXPANSION CREDIT FUND HOLDINGS LP (“North Haven Expansion”), as agent (in such capacity, together with its successors or permitted assigns, “Agent”), the Holders from time to time signatory hereto, including North Haven Expansion in its capacity as a Holder (each, a “Holder” and collectively, the “Holders”), and SANUWAVE HEALTH, INC., a Nevada corporation (“Issuer”).

LICENSE AND MARKETING AGREEMENT BY AND BETWEEN CELULARITY INC. AND SANUWAVE HEALTH, INC. AUGUST 6, 2020
License and Marketing Agreement • August 12th, 2020 • SANUWAVE Health, Inc. • Surgical & medical instruments & apparatus • New York
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