COMMON STOCK PURCHASE WARRANT MEDOVEX CORP.Medovex Corp. • March 1st, 2018 • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or his 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 the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Medovex Corp., a Nevada 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 AGREEMENTSecurities Purchase Agreement • January 14th, 2019 • Medovex Corp. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 8, 2019, by and among Medovex Corp., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (including any successors and assigns, the “Purchaser(s)”).
COMMON STOCK PURCHASE WARRANT Medovex Corp.Medovex Corp. • October 15th, 2018 • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 the close of business on the three year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Medovex Corp., a Nevada corporation (the “Company”), up to ______1 shares (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 AGREEMENTSecurities Purchase Agreement • June 16th, 2022 • H-Cyte, Inc. • Surgical & medical instruments & apparatus • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 7, 2022, by and between H-CYTE INC., a Nevada corporation, with headquarters located at 2202 N. West Shore Blvd Ste 200 Tampa,FL 33607(the “Company”) and FAST CAPITAL, LLC, a Delaware limited liability company, with its address at 3763 Rosecroft Ct., San Diego, CA 92130, (the “Buyer”).
12% CONVERTIBLE NOTE DUE ______________, 201__1Medovex Corp. • January 14th, 2019 • Surgical & medical instruments & apparatus • New York
THIS 12% CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 12% Convertible Notes of Medovex Corp., a Nevada corporation (the “Company”), having its principal place of business at 3060 Royal Boulevard S., Suite 150, Alpharetta, Georgia 30022, designated as its 12% Convertible Note due ________________, 201__2 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 16th, 2022 • H-Cyte, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 8, 2022, by and between H-Cyte, Inc., a Nevada corporation (the “Company”), and each lender party that executes the signature page hereto as a purchaser (each, a “Purchaser” and collectively, the “Purchasers”).
FORM OF COMMON STOCK PURCHASE WARRANT MEDOVEX CORPORATIONMedovex Corp. • February 14th, 2017 • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 the close of business on the five year anniversary of the Final Closing Date under the Purchase Agreement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Medovex Corporation, a Nevada corporation (the “Company”), up to ____________ shares (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).
SECURITY AGREEMENTSecurity Agreement • October 15th, 2018 • Medovex Corp. • Surgical & medical instruments & apparatus • New York
This SECURITY AGREEMENT, dated as of September __, 2018 (this “Agreement”), is among Medovex Corp., a Nevada corporation (the “Company” or the “Debtor”) and the holders of the Company’s 12% Senior Secured Convertible Notes due September __, 2018, in the original aggregate principal amount of up to $1,000,000 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2017 • Medovex Corp. • Surgical & medical instruments & apparatus • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of the date set forth on the signature page hereto, is made by and between Medovex Corporation, a Nevada corporation (the “Company”), and the undersigned investor (the “Investor”).
FORM OF COMMON STOCK PURCHASE WARRANT MEDOVEX CORPORATIONCommon Stock Purchase Warrant • August 8th, 2016 • Medovex Corp. • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 six month anniversary of the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Final Closing Date under the Purchase Agreement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Medovex Corporation, a Nevada corporation (the “Company”), up to ____________ shares (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).
MEDOVEX CORP. WARRANT AGENCY AGREEMENTWarrant Agency Agreement • November 26th, 2014 • Medovex Corp. • Surgical & medical instruments & apparatus • New York
WARRANT AGENCY AGREEMENT made as of December __, 2014 (the “Issuance Date”), between Medovex Corp., a Nevada corporation, with offices at 3279 Hardee Avenue, Atlanta, Georgia 30341 (“Company”), and Interwest Transfer Company, Inc., with offices at 1981 Murray Holladay Road, Suite 100, Salt Lake City, UT 84117 (“Warrant Agent”).
H-CYTE, INC. INVESTORS’ RIGHTS AGREEMENT Dated as of November 15, 2019 INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 21st, 2019 • H-Cyte, Inc. • Surgical & medical instruments & apparatus • Nevada
This INVESTORS’ RIGHTS AGREEMENT is made and entered into as of the 15th day of November, 2019, by and among H-CYTE, INC., a Nevada corporation (the “Company”) and each of the investors listed on Schedule I hereto (the “Investors”).
SECURITY AGREEMENTSecurity Agreement • September 19th, 2016 • Medovex Corp. • Surgical & medical instruments & apparatus • New York
This SECURITY AGREEMENT, dated as of September ___, 2016 (this “Agreement”), is among Medovex Corporation, a Nevada corporation (the “Company” or the “Debtor”),and the holders (collectively, the “Secured Parties”) of the Company’s Senior Secured Convertible Notes issued on or about September 15, 2016, in the original aggregate principal amount of $1,150,000 (collectively, the “Notes”).
H-CYTE, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 2nd, 2023 • H-Cyte, Inc. • Surgical & medical instruments & apparatus • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 21, 2023, by and between H-Cyte, Inc., a Nevada corporation (the “Company”), and the investors set forth on the signature pages affixed hereto (each, an “Investor” and, collectively, the “Investors”).
MEDOVEX CORP. 1,391,305 Units, each consisting of (i) One Share of Common Stock, $0.001 par value; andMedovex Corp. • December 9th, 2014 • Surgical & medical instruments & apparatus • New York
Medovex Corp. , a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representative (the “Representative”), an aggregate of 1,391,305 units (the “Underwritten Units”) of the Company’s securities. The Company has granted the Underwriters a thirty (30) day option to purchase an aggregate of up to 208,695 additional units (the “Additional Units” and collectively with the Underwritten Units, the “Units”) as may be necessary to cover over-allotments made in connection with the offering. Each Unit consists of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant (a “Series A Warrant”). Each Series A Warrant entitles the holder to purchase one share of Common Stock. The Units, the shares of Common Stock underlying the Units (the “Shares”), the Series A Warrants’ and the shares
UNIT PURCHASE AGREEMENT BY AND AMONG MEDOVEX CORPORATION AND THE PURCHASERS PARTY HERETO EXHIBITS TO UNIT PURCHASE AGREEMENTUnit Purchase Agreement • February 14th, 2017 • Medovex Corp. • Surgical & medical instruments & apparatus • New York
THIS UNIT PURCHASE AGREEMENT (the “Agreement”) is entered into as of the date set forth on the signature page hereto by and among Medovex Corporation, a Nevada corporation (the “Company”), and the purchasers identified on Exhibit A on the date hereof (which purchasers are hereinafter collectively referred to as the “Purchasers” and each individually as, a “Purchaser”).
COMMON STOCK PURCHASE WARRANT H-CYTE, INC.H-Cyte, Inc. • March 2nd, 2023 • Surgical & medical instruments & apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________________ or their 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 the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from H-Cyte, Inc., a Nevada corporation (the “Company”), up to ________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock 20% of the shares of Common Stock issuable upon conversion of the Convertible Promissory Note purchased by the Holder in the pursuant to the Securities Purchase Agreement between the Holder and the Company dated __________ pursuant to which the Holder purchased a Convertible Promissory Note (the “Convertible Promissory Note”). The purchase price of on
THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN. H-CYTE, INC. Warrant for the Purchase of Shares of Common Stock, par value $0.001 per shareH-Cyte, Inc. • March 2nd, 2022 • Surgical & medical instruments & apparatus • Nevada
THIS CERTIFIES that, for value received, [Name of Holder], whose address is [______] (the “Holder”), is entitled to subscribe for and purchase from H-Cyte, Inc., a Nevada corporation (the “Company”), upon the terms and conditions set forth herein, up to the number of Warrant Shares at a purchase price per share equal to $0.014 per share (the “Exercise Price”), subject to the provisions and upon the terms and conditions set forth herein. This Warrant was issued to the Holder in connection with that certain warrant inducement letter dated as of the date hereof between the Company and the Holder.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 28th, 2024 • Innoveren Scientific, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 24, 2024, between Innoveren Scientific, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 8th, 2014 • Medovex Corp. • Surgical & medical instruments & apparatus • Georgia
This Employment Agreement (the “Agreement”) is made and entered into as of October 14, 2013 (the “Effective Date”) by and between Medovex Corp., a Nevada corporation, having a principal place of business at 3279 Hardee Avenue, Atlanta, Georgia 30341 (the "Company") and Charles Farrahar, whose address is set forth in Section 9 below ("Executive").
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 14th, 2019 • Medovex Corp. • Surgical & medical instruments & apparatus • Delaware
This Assignment and Assumption Agreement (this “Assignment”) is made and entered into as of January 8, 2019, by and among Regenerative Medicine Solutions, LLC, a Delaware limited liability company (“RMS”), Lung Institute LLC, a Delaware limited liability company (“Lung Institute”), RMS Lung Institute Management LLC, a Delaware limited liability company (“RMS Management”), Cognitive Health Institute Tampa, LLC, a Delaware limited liability company (“CHIT” and, together with RMS, Lung Institute, and RMS Management, collectively and individually, the “Assignor”), and RMS Acquisition Corp., a Nevada corporation (“Assignee”).
STANDBY PURCHASE AGREEMENTStandby Purchase Agreement • July 31st, 2020 • H-Cyte, Inc. • Surgical & medical instruments & apparatus • Florida
This STANDBY PURCHASE AGREEMENT (this “Agreement”) is made and entered into on [ ], 2020, by and among the entities and individuals set forth on Schedule I hereto (collectively, the “Standby Purchasers” and each, a “Standby Purchaser”) and H-CYTE, INC., a Nevada corporation (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 21st, 2019 • H-Cyte, Inc. • Surgical & medical instruments & apparatus • Florida
This Securities Purchase Agreement (this “Agreement”) is dated as of November 15, 2019, by and among H-Cyte, Inc., a Nevada corporation (the “Company”) and the purchasers identified on the signature pages hereto (including any successors and assigns, the “Purchaser(s)”).
H-CYTE, INC. SECURED CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT as of April 17, 2020Secured Convertible Note and Warrant Purchase Agreement • April 22nd, 2020 • H-Cyte, Inc. • Surgical & medical instruments & apparatus • Florida
LOAN AGREEMENTLoan Agreement • November 1st, 2019 • H-Cyte, Inc. • Surgical & medical instruments & apparatus • Florida
This Loan Agreement, dated as of October 28, 2019 (this “Agreement”), is entered into by and between H-CYTE Inc., a Nevada corporation (the “Company”) and Horne Management, LLC, a Florida limited liability company (“Lender”).
ContractSecurity Agreement • April 7th, 2021 • H-Cyte, Inc. • Surgical & medical instruments & apparatus
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
H-CYTE, INC. AMENDED AND RESTATED VOTING AGREEMENT as of November 15, 2019 AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • November 21st, 2019 • H-Cyte, Inc. • Surgical & medical instruments & apparatus • Nevada
This Amended and Restated Voting Agreement (this “Agreement”) is entered into as of November 15, 2019 by and among (i) H-Cyte, Inc., a Nevada corporation (the “Company”), (ii) each holder of the Company’s Series B Preferred Stock (“Series B Preferred Stock”) listed on Schedule I (the “Series B Investors”), (iii) each holder of the Company’s Series D Preferred Stock (“Series D Preferred Stock”) listed on Schedule II (the “Series D Investors” and, together with the Series Series B Investors, and any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Sections 6.1(a) or 6.2 below, the “Investors”) and (vi) those certain stockholders of the Company listed on Schedule III (together with any subsequent stockholders, or any transferees, who become parties hereto as “Key Holders” pursuant to Sections 6.1(b) or 6.2 below, the “Key Holders,” and together collectively with the Investors, the “Stockholders”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 27th, 2021 • H-Cyte, Inc. • Surgical & medical instruments & apparatus • Florida
This EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of December 1, 2021 (the “Effective Date”), between H-Cyte, Inc., a Nevada corporation (the “Company”), and MICHAEL YURKOWSKY (“Executive”).
H-CYTE, INC. RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT as of November 15, 2019 RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTSale Agreement • November 21st, 2019 • H-Cyte, Inc. • Surgical & medical instruments & apparatus • Nevada
This Right of First Refusal and Co-Sale Agreement (this “Agreement”) is entered into as of November 15, 2019 by and among (i) H-Cyte, Inc., a Nevada corporation (the “Company”), (ii) the Investors listed on Schedule I (the “Investors”), and (iii) the Key Holders listed on Schedule II.
12% SENIOR SECURED CONVERTIBLE NOTE DUE SEPTEMBER __, 2019Medovex Corp. • October 15th, 2018 • Surgical & medical instruments & apparatus • New York
THIS 12% SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 12% Senior Secured Convertible Notes of Medovex Corp., a Nevada corporation (the “Company”), having its principal place of business at 3060 Royal Boulevard S, Suite 150, Alpharetta, Georgia 30022, designated as its 12% Senior Secured Convertible Note due September __, 2019 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
MARKETING AGREEMENTMarketing Agreement • May 11th, 2015 • Medovex Corp. • Surgical & medical instruments & apparatus
This MARKETING AGREEMENT (this "Agreement") is made and entered into as of May 1, 2015 ("Effective Date") by and between Hill-Rom Company, Inc., a corporation incorporated under the laws of the state of Indiana, having its principal offices at 1069 Indiana State Route 46 East, Batesville, IN 47006 (hereinafter referred to as "HRC") and Medovex Corp., a corporation organized under the laws of the state of Nevada, having its principal offices at 3279 Hardee Avenue Atlanta, GA 30341 (hereinafter referred to as “Medovex”). HRC and Medovex are each referred to as a "Party" and together as the "Parties."
AGREEMENT AND PLAN OF MERGER among SPINEZ CORP SPINEZ ACQUISITION CORP and DEBRIDE, INC. Dated as of September 3, 2013Agreement and Plan of Merger • May 1st, 2014 • SpineZ • Surgical & medical instruments & apparatus • Nevada
AGREEMENT AND PLAN OF MERGER, dated as of September 3, 2013 (this “Agreement"), by and among Spinez Corp., a Nevada corporation (“Parent“), Spinez Acquisition Corp., a Florida corporation and a direct wholly-owned Subsidiary of Parent (“Merger Sub“), and Debride, Inc., a Florida corporation (the “Company“).
SECOND CLOSING BRING DOWN AGREEMENTSecond Closing Bring Down Agreement • October 20th, 2021 • H-Cyte, Inc. • Surgical & medical instruments & apparatus • Florida
This Second Closing Bring Down Agreement (this “Agreement”) is entered into as of October 8, 2021 by and among H-Cyte, Inc., a Nevada corporation (the “Company”), FWHC Bridge, LLC, a Delaware limited liability company (the “Lead Purchaser”) and the other Purchasers signatories hereto (collectively with the Lead Purchaser, the “Second Closing Purchasers”). Capitalized terms used but not defined herein have the meaning set forth in that certain Secured Convertible Note Purchase Agreement, dated as of April 1, 2021, by and among the Company, the Lead Purchaser and the other signatories thereto (the “Purchase Agreement”).
CO-DEVELOPMENT AGREEMENTCo-Development Agreement • May 1st, 2014 • SpineZ • Surgical & medical instruments & apparatus • Florida
This Co-Development Agreement (this "Agreement") is made and effective as of the 30th day of September, 2013, by and between SpineZ Corp., a Nevada corporation; and Debride, Inc. a Florida corporation (jointly and severally herein called the "Company"), and James R. Andrews, M.D. (the "Co-Developer").
AMENDED AND RESTATED DEBT CONVERSION AGREEMENTConversion Agreement • May 10th, 2022 • H-Cyte, Inc. • Surgical & medical instruments & apparatus • Florida
This Amended and Restated Debt Conversion Agreement (this “Agreement”) is made effective as of April 29, 2022, by and among H-Cyte, Inc., a Nevada corporation (the “Company”) and the persons and entities listed on Schedule I to this Agreement (collectively, the “Investors” and each, an “Investor”). The Investors and the Company are together referred to as the “Parties” and each a “Party.” All capitalized terms used but not defined in this Agreement have the meanings ascribed to them in (i) the Secured Convertible Note Purchase Agreement dated as of April 1, 2021, by and among the Company and the Investors, as amended by that certain Second Closing Bring-Down Agreement dated as of October 8, 2021, by and among the Company and Investors (as amended, the “Note Purchase Agreement”) and (ii) the Secured Convertible Promissory Notes issued to the Investors pursuant to the Note Purchase Agreement (collectively, the “Tranche 1 Notes”).
