WARRANT AGENT AGREEMENTWarrant Agent Agreement • December 13th, 2018 • Nexeon Medsystems Inc • Electromedical & electrotherapeutic apparatus • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of _________, 2018 (the “Issuance Date”) between Nexeon Medsystems Inc, a company incorporated under the laws of the State of Nevada (the “Company”), and Equity Stock Transfer, LLC (the “Warrant Agent”).
COMMON STOCK PURCHASE WARRANT NEXEON MEDSYSTEMS INCNexeon Medsystems Inc • August 25th, 2017 • Surgical & medical instruments & apparatus • New York
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $1,120,000.00 senior secured convertible promissory note to the Holder (as defined below) of even date) (the “Note”), Leonite Capital, LLC, a Delaware limited liability company (including any permitted and registered 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 of issuance hereof, to purchase from Nexeon Medsystems Inc, a Nevada corporation (the “Company”), up to 250,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement, dated August 21, 2017, by and
Units Each Unit Consisting of One Share of Common Stock and One Warrant to Purchase One Share of Common StockUnderwriting Agreement • July 20th, 2018 • Nexeon Medsystems Inc • Electromedical & electrotherapeutic apparatus • New York
Director Services AgreementDirector Services Agreement • February 28th, 2017 • Nexeon Medsystems Inc • Surgical & medical instruments & apparatus • Nevada
Director Services Agreement made as of January 1, 2017 by and between Nexeon MedSystems Inc, a Nevada Corporation, (hereinafter the “Company”) and Michael Neitzel with an address of 6006 Yorkville Court, Dallas, Texas 75248 (hereinafter “Director”).
NEXEON MEDSYSTEMS INC 2016 Omnibus Incentive Plan Stock Option Award AgreementIncentive Plan Stock Option Award Agreement • June 28th, 2017 • Nexeon Medsystems Inc • Surgical & medical instruments & apparatus • Nevada
Nexeon MedSystems Inc (the “Company”), pursuant to its 2016 Omnibus Incentive Plan (the “Plan”), hereby grants an Option to purchase shares of the Company’s common stock to you, the Participant named below. The terms and conditions of the Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 16th, 2016 • Nexeon Medsystems Inc • Surgical & medical instruments & apparatus • Nevada
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into this 8th day of February, 2016, by and between Nexeon MedSystems, Inc., a Delaware Corporation (“NXDE”), and Nexeon MedSystems Inc, a Nevada corporation (“NXNV”). Together, NXDE and NXNV are the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • December 7th, 2018 • Nexeon Medsystems Inc • Electromedical & electrotherapeutic apparatus • Texas
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of December 7, 2018 (the “Effective Date”), by and between Nexeon Medsystems Inc, a corporation organized under the laws of Nevada (the “Company”) and William Rosellini (“Executive” and together with the Company, the “Parties”).
NEXEON MEDSYSTEMS INC. _________ Units Each Unit Consisting of One Share of Common Stock and Two Warrants to Purchase One Share of Common Stock Each UNDERWRITING AGREEMENTWarrant Agent Agreement • December 13th, 2018 • Nexeon Medsystems Inc • Electromedical & electrotherapeutic apparatus • New York
Nexeon Medsystems Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule VI hereto (the “Underwriters”), for whom ThinkEquity, a division of Fordham Financial Management, Inc. is acting as representative (the “Representative”), (i) an aggregate of _________ authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company and (ii) warrants (the “Firm Warrants”) to purchase an aggregate of _________ authorized but unissued shares of Common Stock of the Company (the “Firm Warrant Shares”). In addition, the Company proposes to grant to the Underwriters the option to purchase from the Company, up to (i) an additional _______ shares of Common Stock of the Company (the “Additional Shares”) and/or (ii) warrants (the “Additional Warrants”) to purchase up to an additional ______ shares of Common Stock of the Company (the “Add
SHARE LOAN AGREEMENTShare Loan Agreement • April 5th, 2018 • Nexeon Medsystems Inc • Electromedical & electrotherapeutic apparatus • Texas
SHARE LOAN AGREEMENT (the "Agreement"), dated as of December 29, 2017, (the "Effective Date), is entered into by and between Michael Rosellini an individual, with a primary address of 12147 LUEDERS LANE, (“Lender”), and Nexeon MedSystems Inc, a Nevada Corporation (the "Borrower"), located at 1910 Pacific Avenue, Suite 20000, Dallas, TX 75201, hereinafter collectively Lender and Borrower be known as (the “Parties”)
COMMON STOCK PURCHASE WARRANT NEXEON MEDSYSTEMS INCNexeon Medsystems Inc • August 25th, 2017 • Surgical & medical instruments & apparatus • New York
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $1,120,000.00 senior secured convertible promissory note to the Holder (as defined below) of even date) (the “Note”), Leonite Capital, LLC, a Delaware limited liability company (including any permitted and registered 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 of issuance hereof, to purchase from Nexeon Medsystems Inc, a Nevada corporation (the “Company”), up to 250,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement, dated August 21, 2017, by and
Security AGREEMENTSecurity Agreement • January 17th, 2017 • Nexeon Medsystems Inc • Surgical & medical instruments & apparatus • Luxembourg
SECURITY AGREEMENT (the “Agreement’) dated as of January 10, 2017, among Nexeon Medsystems Belgium S.p.r.l., a company incorporated under the laws of Belgium, having its registered office at Rue du Bois St-Jean 15/1 4102 Seraing, Belgium, registered with the Belgian Companies Register under number BE 0525.673.682 (“Borrower”, or “Grantor”), and Nexeon Medsystems Europe, S.à r.l., a private limited liability company (société à responsabilité limitée), having its registered office at 33, rue du Puits Romain, L-8070 Bertrange, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies register under number B 210009 (“Lender”, or “Secured Party”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 5th, 2018 • Nexeon Medsystems Inc • Electromedical & electrotherapeutic apparatus
This STOCK Purchase Agreement (this “Agreement”) is entered into on or about April 7, 2017, by and between Henri Decloux, an individual with Belgian nationality, residing in Herve, Belgium, with passport number 591-9383268-75 (“Henri”), Paul Macors, an individual with Belgian nationality, residing in Saive, Belgium, with passport number 592-1184804-30 (“Paul”), on the one hand (collectively, the “Sellers”), and Nexeon Medsystems Belgium S.p.r.l., a company incorporated under the laws of Belgium, having its registered office at Rue du Bois St-Jean 15/1 4102 Seraing, Belgium, registered with the Belgian Companies Register (BCE) under number 0525.673.682 (“Buyer”). Buyer and Sellers are collectively hereinafter referred to as the “Parties”, and each individually, a “Party”.
PROFESSIONAL RELATIONS AND CONSULTING AGREEMENTProfessional Relations and Consulting Agreement • March 10th, 2017 • Nexeon Medsystems Inc • Surgical & medical instruments & apparatus • Georgia
THIS PROFESSIONAL RELATIONS AND CONSULTING AGREEMENT (the “Agreement”) is between NEXEON MEDSYSTEMS INC, a Nevada corporation, (the “Company”) whose address is 1708 Jaggie Fox Way, Lexington, Kentucky 40511 and ACORN MANAGEMENT PARTNERS, L.L.C., a Georgia Limited Liability Company located at 4080 McGinnis Ferry Rd #1101, Alpharetta, GA 30005 (the “Consultant”).
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE FIRST AMENDMENTNexeon Medsystems Inc • November 20th, 2018 • Electromedical & electrotherapeutic apparatus • New York
This FIRST AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (the “Amendment”), dated as of November 20, 2018, is entered into by NEXEON MEDSYSTEMS INC, a Nevada corporation (hereinafter called the “Borrower”), and LEONITE CAPITAL, LLC, a Delaware limited liability company, or registered assigns (the “Holder”).
Contribution AgreementContribution Agreement • July 6th, 2016 • Nexeon Medsystems Inc • Texas
This Contribution Agreement (the “Agreement”), effective as of January 2, 2016, by and between Elizabeth Rosellini, an individual (“Transferor”) and Nexeon MedSystems Inc, a Nevada corporation (“Transferee”).
STOCK EXCHANGE AGREEMENTStock Exchange Agreement • January 19th, 2017 • Nexeon Medsystems Inc • Surgical & medical instruments & apparatus • Texas
THIS STOCK EXCHANGE AGREEMENT (the "Agreement"), dated as of January 6, 2017, (the "Effective Date), is entered into by and between Nexeon MedSystems Inc (“Nexeon”), a Nevada corporation located at 1708 Jaggie Fox Way, Lexington, Kentucky 40511, and Rosellini Scientific LLC, a Texas limited liability company ("RS"), located at 17217 Waterview Pkwy, Dallas, Texas 75252, hereinafter collectively Nexeon and RS shall be known as (the “Parties”)
EXECUTIVE SERVICES AGREEMENTExecutive Services Agreement • July 6th, 2016 • Nexeon Medsystems Inc • Kentucky
THIS AGREEMENT, made as of January 1, 2016 by and between Ronald Conquest, an individual, (the “Executive”) and Nexeon MedSystems Inc, a Nevada corporation, (the “Company”).
Invoice Discounting AgreementInvoice Discounting Agreement • April 5th, 2018 • Nexeon Medsystems Inc • Electromedical & electrotherapeutic apparatus • Brussels
Executive Employment ContractEmployment Contract • December 29th, 2016 • Nexeon Medsystems Inc • Surgical & medical instruments & apparatus • Nevada
This Executive Employment Agreement (this “Agreement”) is made this 21st day of December 2016 and effective December 1, 2016 (the “Effective Date”) by and between Nexeon MedSystems Inc., a Nevada Corporation (“Company”) and Christopher R. Miller (“Executive”). Company and Executive are referred to collectively as “Parties and individually as a “Party”.
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • August 25th, 2017 • Nexeon Medsystems Inc • Surgical & medical instruments & apparatus • New York
This SECURITY AND PLEDGE AGREEMENT (the “Agreement”) is made and entered into on August 21, 2017, by and among NEXEON MEDSYSTEMS INC, a Nevada corporation (the “Debtor”), the other parties identified as “Obligors” on the signature pages hereto and such other parties that may become Obligors hereunder after the date hereof (together with the Debtor, individually an “Obligor,” and collectively the “Obligors”) and Leonite Capital LLC, a Delaware limited liability company, and its permitted endorsees, transferees and assigns (collectively, the “Secured Party”).
PATENT LICENSE ASSET PURCHASE AGREEMENTPatent License Asset Purchase Agreement • December 20th, 2016 • Nexeon Medsystems Inc • Surgical & medical instruments & apparatus • Nevada
THIS PATENT LICENSE ASSET PURCHASE AGREEMENT (the “Agreement”) is made this 15th day of December 2016, (the “Effective Date”) by and between Nexeon MedSystems Inc. a Nevada corporation, (the “Company”), and William M. Rosellini, an individual, (“Rosellini”) (collectively the “Parties”).
ACQUISITION AGREEMENTAcquisition Agreement • January 17th, 2017 • Nexeon Medsystems Inc • Surgical & medical instruments & apparatus • Luxembourg
This acquisition agreement (the “Acquisition Agreement”) is entered into as of the 10th day of January 2017 and is effective as of the 2nd day of January, 2017 (the “Effective Date”),
PERSONAL GUARANTYPersonal Guaranty • August 25th, 2017 • Nexeon Medsystems Inc • Surgical & medical instruments & apparatus • New York
THIS PERSONAL GUARANTY (“Guaranty”), dated as of August 18, 2017, is made by Randy Michael Rosellini, an individual (the “Guarantor”), in favor of Leonite Capital, LLC, a Delaware limited liability company (the “Lender”) (together with the Guarantor, the “Parties”).
loan agreementLoan Agreement • January 17th, 2017 • Nexeon Medsystems Inc • Surgical & medical instruments & apparatus • Luxembourg
WHEREAS pursuant to a certain Acquisition Agreement dated on or about January 10, 2017 by and between the Lender and Borrower, it is contemplated that the Lender acquires or shall acquire all of the shares of the Borrower, and any all rights and benefits thereto, including the right to receive payment(s) thereunder, in order for Borrower to become a part of the Nexeon group of companies (the “Group”) whereby said Group is currently being restructured in order to achieve a more efficient and cost effective Group structure (hereinafter referred to as the “Restructuring”);
NEXEON MEDSYSTEMS INC EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2016 • Nexeon Medsystems Inc • Surgical & medical instruments & apparatus • Texas
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into on the 20th day of December, 2016, with an effective date of December 1, 2016, (the “Effective Date”), by and between Nexeon MedSystems Inc, a Nevada corporation (the “Company”), having its principal place of business at 1708 Jaggie Fox Way, Lexington, KY 40511 and Brian Blischak, an individual, (“Executive”).
FORM SERVICES AGREEMENTForm Services Agreement • April 5th, 2018 • Nexeon Medsystems Inc • Electromedical & electrotherapeutic apparatus
This services agreement (the “Agreement”) is made and entered into on April 7, 2017 and, subject to article 1.2 below, effective as of May 31, 2017 (the “Effective Date”).
EMPLOYEE CONFIDENTIALITY AGREEMENTEmployee Confidentiality Agreement • June 28th, 2017 • Nexeon Medsystems Inc • Surgical & medical instruments & apparatus • Nevada
This Agreement is entered into as of May 24, 2017 by and between Nexeon MedSystems Inc (“Company”), a Nevada corporation with its principal address at 1708 Jaggie Fox Way, Lexington, KY 40511 and Daniel Powell (“Employee”). Company and Employee are referred to collectively as “Parties and individually as a “Party”.
Nexeon MedSystems Inc Executive Employment ContractExecutive Employment Contract • February 28th, 2017 • Nexeon Medsystems Inc • Surgical & medical instruments & apparatus • Texas
This Executive Employment Contract (the “Agreement”) entered into on the 1st day of January, 2017 (the “Effective Date”) between Emily Hamilton, MD, an individual, (“Executive”), and Nexeon MedSystems Inc, a Nevada corporation (“Company”), having its principal place of business at 1708 Jaggie Fox Way Lexington, KY 40511. Executive and Company are individually referred to as a “Party” and collectively as the “Parties”.
DIRECTOR INDEMNIFICATION AGREEMENT NEXEON MEDSYSTEMS INCDirector Indemnification Agreement • July 6th, 2016 • Nexeon Medsystems Inc • Delaware
THIS DIRECTOR INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of ___________, 2016, by and among Nexeon MedSystems Inc, a Nevada corporation (the “Company”), and _____________________, an individual who is a Director of the Company (the “Indemnitee”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 9th, 2016 • Nexeon Medsystems Inc • Surgical & medical instruments & apparatus • Nevada
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into this 8th day of February, 2016, by and between Nexeon MedSystems, Inc., a Delaware Corporation (“NXDE”), and Nexeon MedSystems Inc, a Nevada corporation (“NXNV”). Together, NXDE and NXNV are the “Parties”.
SHARE PLEDGE AGREEMENTShare Pledge Agreement • August 25th, 2017 • Nexeon Medsystems Inc • Surgical & medical instruments & apparatus
NEXEON MEDSYSTEMS INC SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 25th, 2017 • Nexeon Medsystems Inc • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (the “Agreement”) is made as of August 21, 2017 (the “Effective Date”) by and between Nexeon Medsystems Inc, a Nevada corporation (the “Company”), and Leonite Capital LLC, a Delaware limited liability company (the “Purchaser).
Contribution Agreement BETWEEN ROSELLINI SCIENTIFIC LLC AND NEXEON MEDSYSTEMS INC.Contribution Agreement • July 6th, 2016 • Nexeon Medsystems Inc • Nevada
This 2015 Contribution Agreement (the “Agreement”), dated as of January 2, 2016, by and between Rosellini Scientific LLC, a Texas limited liability company and Belltower Associates LLC, a Delaware limited liability company, a wholly owned subsidiary of Rosellini Scitenific LLC, (collectively the “Transferor”), and Nexeon MedSystems Inc, a Nevada corporation (the “Transferee”).
OTC:NXNN AGREEMENT TO RESCIND CONTRACT OF SALEOtc:nxnn Agreement • April 9th, 2021 • Nexeon Medsystems Inc • Electromedical & electrotherapeutic apparatus
BETWEEN: Rosellini Scientific Holdings, LLC (the "Seller"), a corporation organized and existing under the laws of Nevis with its head office located at:
DEBT REPAYMENT AGREEMENTDebt Repayment Agreement • April 5th, 2018 • Nexeon Medsystems Inc • Electromedical & electrotherapeutic apparatus • Texas
DEBT REPAYMENT AGREEMENT (the “Agreement”), dated as of December 29, 2017, (the “Effective Date), is entered into by and between Rosellini Scientific, LLC, a Texas Limited Liability Company (“Lender”), and Nexeon Medsystems Belgium, SPRL, A Belgium Limited Private Company, (the “Borrower”), located at Rue Bois Saint-Jean 15/1, 4102 Seraing (Liege), Belgium, hereinafter collectively Lender and Borrower be known as (the “Parties”).
