and American Stock Transfer & Trust Company, LLC, as Warrant AgentWarrant Agency Agreement • September 30th, 2022 • Nuwellis, Inc. • Electromedical & electrotherapeutic apparatus • New York
WARRANT AGENCY AGREEMENT, dated as of _______, 2022 (“Agreement”), between Nuwellis, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).
COMMON STOCK PURCHASE WARRANT NUWELLIS, INC.Common Stock Purchase • September 30th, 2022 • Nuwellis, Inc. • Electromedical & electrotherapeutic apparatus • New York
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 Shareholder Approval is received and effective (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nuwellis, Inc., a Delaware corporation (the “Company”), up to ________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“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 shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nomi
WARRANTS EXERCISABLE INTO _______ SHARES OF COMMON STOCK OF NUWELLIS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2022 • Nuwellis, Inc. • Electromedical & electrotherapeutic apparatus • New York
The undersigned, Nuwellis, Inc., a Delaware corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being a subsidiary of Nuwellis, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters, if any (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
LEAK-OUT AGREEMENTLeak-Out Agreement • September 30th, 2022 • Nuwellis, Inc. • Electromedical & electrotherapeutic apparatus
This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and between Nuwellis, Inc., a Delaware corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”).
