Predictive Oncology Inc. Sample Contracts

COMMON STOCK PURCHASE WARRANT PREDICTIVE ONCOLOGY INC.
Common Stock Purchase Warrant • May 18th, 2022 • Predictive Oncology Inc. • Orthopedic, prosthetic & surgical appliances & supplies

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 [___] [SIX MONTHS AFTER THE ISSUE DATE] (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________[1] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Predictive Oncology Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 18th, 2022 • Predictive Oncology Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 16, 2022, between Predictive Oncology 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 • February 22nd, 2021 • Predictive Oncology Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 18, 2021, between Predictive Oncology 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 between SKYLINE MEDICAL INC. and DAWSON JAMES SECURITIES, INC., as Representative of the Several Underwriters SKYLINE MEDICAL INC. UNDERWRITING AGREEMENT
Underwriting Agreement • January 10th, 2018 • Skyline Medical Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

The undersigned, Skyline Medical Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Dawson James Securities, Inc. (the “Representative”) and with the other underwriters named on Schedule 1 hereto, if any, for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

SERIES A COMMON STOCK PURCHASE WARRANT PREDICTIVE ONCOLOGY INC.
Security Agreement • March 16th, 2020 • Predictive Oncology Inc. • Orthopedic, prosthetic & surgical appliances & supplies

THIS SERIES A 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Predictive Oncology Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 18th, 2022 • Predictive Oncology Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 16, 2022, between Predictive Oncology 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”).

WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • January 10th, 2018 • Skyline Medical Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

WARRANT AGENCY AGREEMENT, dated as of January 9, 2018 (“Agreement”), between Skyline Medical Inc., a Delaware corporation (the “Company”), and Corporate Stock Transfer, Inc. (the “Warrant Agent”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 29th, 2017 • Skyline Medical Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 28, 2017, is by and among Skyline Medical Inc., a Delaware corporation (the “Company”), and the undersigned buyer (the “Buyer”).

UNDERWRITING AGREEMENT between SKYLINE MEDICAL INC. and DAWSON JAMES SECURITIES, INC., as Representative of the Several Underwriters SKYLINE MEDICAL INC. UNDERWRITING AGREEMENT
Underwriting Agreement • January 10th, 2017 • Skyline Medical Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

The undersigned, Skyline Medical Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Dawson James Securities, Inc. (the “Representative”) and with the other underwriters named on Schedule 1 hereto, if any, for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • January 10th, 2017 • Skyline Medical Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

WARRANT AGENCY AGREEMENT, dated as of [______], 2017 (“Agreement”), between Skyline Medical Inc., a Delaware corporation (the “Company”) and Corporate Stock Transfer, Inc. (the “Warrant Agent”).

STRICTLY CONFIDENTIAL Predictive Oncology Inc.
Exclusive Agency Agreement • May 18th, 2022 • Predictive Oncology Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT PREDICTIVE ONCOLOGY INC.
Placement Agent Common Stock Agreement • May 18th, 2022 • Predictive Oncology Inc. • Orthopedic, prosthetic & surgical appliances & supplies

THIS PLACEMENT AGENT 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 November 18, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 16, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Predictive Oncology Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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 is being issued pursuant to that certain engagement letter, dated as of May 9, 2022, by and between the Company and H.C. Wainwright & Co., LLC.

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL,...
Purchase Warrant Agreement • October 10th, 2019 • Predictive Oncology Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO ONE HUNDRED EIGHTY DAYS FOLLOWING OCTOBER 1, 2019. VOID AFTER 5:00 P.M., EASTERN TIME, OCTOBER 1, 2024.

COMMON STOCK PURCHASE WARRANT PREDICTIVE ONCOLOGY INC.
Securities Agreement • April 6th, 2020 • Predictive Oncology Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of that certain senior secured convertible promissory note dated February 5, 2020, in the original principal amount of up to $1,450,000.00 by the Company (as defined below) to the Lender (as defined below)) (the “Note”), Oasis Capital, LLC, a Puerto Rico limited liability company (the “Lender” and 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 during the Exercise Period, to purchase from Predictive Oncology, Inc., a Delaware corporation (the “Company”), up to 92,700 shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share then in effect. The number of Warrant Shares for which this Warrant may be exercised is subject to adjustment in accordance with the terms hereof. This Warrant is issued by

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 16th, 2020 • Predictive Oncology Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 15, 2020, between Predictive Oncology Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

COMMON STOCK PURCHASE WARRANT PREDICTIVE ONCOLOGY INC.
Common Stock Agreement • February 22nd, 2021 • Predictive Oncology Inc. • Orthopedic, prosthetic & surgical appliances & supplies

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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 24, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Predictive Oncology Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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).

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • November 30th, 2016 • Skyline Medical Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

This letter (this “Agreement”) constitutes the agreement between Skyline Medical, Inc., a Delaware corporation (the “Company”) and Dawson James Securities, Inc. (“Dawson” or the “Placement Agent”) pursuant to which Dawson shall serve as the exclusive placement agent (the “Services”) for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that Dawson’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Dawson to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Dawson placing the Securities.

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • October 10th, 2019 • Predictive Oncology Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

This letter (this “Agreement”) constitutes the agreement between Predictive Oncology Inc., a Delaware corporation (the “Company”), Dawson James Securities, Inc. (“Dawson”), and Paulson Investment Company, LLC (“Paulson”, and together with Dawson, the “Placement Agents”) pursuant to which Dawson and Paulson shall serve as the exclusive co-placement agents (the “Services”) for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that the Placement Agents’ obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by the Placement Agents to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of the Placement Agents placing the Securities.

FORM OF REGISTRATION RIGHTS AGREEMENT]
Registration Rights Agreement • July 24th, 2014 • Skyline Medical Inc. • Orthopedic, prosthetic & surgical appliances & supplies

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 23, 2014, between Skyline Medical Inc., a Delaware corporation (the “Company”), and [●], a New York limited liability company (the “Investor”).

PREDICTIVE ONCOLOGY INC. Common Stock (par value $0.01 per share) ATM Sales Agreement
Atm Sales Agreement • May 6th, 2024 • Predictive Oncology Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

Predictive Oncology Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Agent”) as follows:

SKYLINE MEDICAL INC. WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • November 26th, 2014 • Skyline Medical Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) made as of [·], 2014 (the “Issuance Date”), between Skyline Medical Inc., a Delaware corporation, with offices at 2915 Commers Drive, Suite 900, Eagan, MN 55121 (the “Company”), and Corporate Stock Transfer, Inc., a Colorado corporation, with offices at 3200 Cherry Creek Drive South – Suite 430, Denver, CO 80209 (“Warrant Agent”).

COMMON STOCK PURCHASE WARRANT PRECISION THERAPEUTICS INC.
Security Agreement • October 4th, 2018 • Precision Therapeutics Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Nevada

HIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of the purchase price of $600,000, with respect to the first tranche of $681,818.80 under that certain convertible promissory note in the original principal amount of $852,273.25 on September 28, 2018 by the Company (as defined below) to the Holder (as defined below)) (the “Note”), Peak One Opportunity Fund, LP, a Delaware limited partnership (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 Precision Therapeutics Inc., a Delaware corporation (the “Company”), up to 397,544 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) (with the understanding that the H

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SECURITY AGREEMENT
Security Agreement • February 7th, 2020 • Predictive Oncology Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

THIS SECURITY AGREEMENT (this “Agreement”), dated as of February 5, 2020, is by and between PREDICTIVE ONCOLOGY INC., a Delaware corporation (the “Grantor”), and OASIS CAPITAL, LLC, a Puerto Rico limited liability company (the “Secured Party”).

EQUITY PURCHASE AGREEMENT
Equity Purchase Agreement • October 25th, 2019 • Predictive Oncology Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Kansas

THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of October 24, 2019 (the “Execution Date”), by and between Predictive Oncology Inc., a Delaware corporation (the “Company”), and Oasis Capital, LLC, a Puerto Rico limited liability company (the “Investor”).

FORM OF SECURITIES PURCHASE AGREEMENT]
Securities Purchase Agreement • July 24th, 2014 • Skyline Medical Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Illinois

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of the 23rd day of July, 2014 by and between Skyline Medical Inc., a Delaware corporation (the “Company”), and [●], a New York limited liability company (the “Investor”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 25th, 2019 • Predictive Oncology Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Kansas

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 24, 2019 (the “Execution Date”), is entered into by and between PREDICTIVE ONCOLOGY INC., a Delaware corporation (the “Company”), and OASIS CAPITAL, LLC, a Puerto Rico 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 that certain Equity Purchase Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

COMMON STOCK PURCHASE WARRANT PREDICTIVE ONCOLOGY INC.
Security Agreement • April 6th, 2020 • Predictive Oncology Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of that certain senior secured convertible promissory note dated February 5, 2020, in the original principal amount of up to $1,450,000.00 by the Company (as defined below) to the Lender (as defined below)) (the “Note”), Oasis Capital, LLC, a Puerto Rico limited liability company (the “Lender” and 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 during the Exercise Period, to purchase from Predictive Oncology, Inc., a Delaware corporation (the “Company”), up to 92,700 shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share then in effect. The number of Warrant Shares for which this Warrant may be exercised is subject to adjustment in accordance with the terms hereof. This Warrant is issued by

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 7th, 2020 • Predictive Oncology Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 5, 2020, (the “Execution Date”), is entered into by and between PREDICTIVE ONCOLOGY INC., a Delaware corporation (the “Company”), and OASIS CAPITAL, LLC, a Puerto Rico limited liability company (the “Buyer”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 5th, 2014 • Skyline Medical Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

This SECURITIES PURCHASE AGREEMENT, including additional securities purchase agreement that may be executed pursuant to which preferred shares will be purchased (each such closing referred to herein as this “Agreement”) is made and entered into as of February 4, 2014 by and among Skyline Medical Inc., a Delaware corporation (the “Company”), and the purchasers listed on Schedule I hereto (each a “Purchaser” and together the “Purchasers”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 11 hereof.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 21st, 2012 • BioDrain Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of the later date set forth on the signature pages hereto, by and among BioDrain Medical, Inc., a Minnesota corporation (the “Company”), and the purchaser whose name and address are set forth on the signature page annexed hereto (the “Purchaser”). The foregoing parties are sometimes referred to hereinafter individually as a “Party” or collectively as the “Parties.”

AGREEMENT AND PLAN OF MERGER
Merger Agreement • July 5th, 2018 • Precision Therapeutics Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 28, 2018, by and among Precision Therapeutics, Inc., f/k/a Skyline Medical Inc., a Delaware corporation (“Parent”), Helomics Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Helomics Holding Corporation, a Delaware corporation (the “Company”), and Gerald J. Vardzel, Jr., in his capacity as Stockholder Representative (“Stockholder Representative”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

BioDrain Medical, Inc. MEDICAL ADVISORY BOARD WARRANT AGREEMENT
Warrant Agreement • November 12th, 2008 • BioDrain Medical, Inc.

This Advisoiy Board Warrant Agreement is made and entered as of the 31 day of August, 2005 (the Agreement Date”) by and between BioDrain Medical, Inc., a Minnesota corporation (“Company”) and Medical Advisory Board member David D. Feroe (the “Warrantee”) as consideration for Board membership..

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • November 8th, 2012 • BioDrain Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

This Note Purchase Agreement (the “Agreement”) is made and entered into as of November 6, 2012 by and among BioDrain Medical, Inc., a Minnesota corporation (the “Company”), and Dr. Samuel Herschkowitz or his designees (the “Purchaser”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 29th, 2017 • Skyline Medical Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

Warrants to be issued to Buyer at Closing: for no additional consideration, 5.5 year warrants to acquire one share of Common Stock for every two shares of Common Stock that the Series C Preferred Shares are convertible into.

PREDICTIVE ONCOLOGY INC. NON-QUALIFIED STOCK OPTION AGREEMENT (Executive)
Non-Qualified Stock Option Agreement • March 31st, 2022 • Predictive Oncology Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into effective as of [●] between Predictive Oncology Inc., a Delaware corporation (the “Company”) and [●] (“Employee”).

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