SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 29th, 2023 • Nuwellis, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [___], 2023, between Nuwellis, 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 AGREEMENTWarrant Agency Agreement • September 29th, 2023 • Nuwellis, Inc. • Electromedical & electrotherapeutic apparatus • New York
WARRANT AGENCY AGREEMENT (this “Warrant Agency Agreement”) dated as of [____], 2023 (the “Issuance Date”) between Nuwellis, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability company (“Equiniti”) (the “Warrant Agent”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 29th, 2023 • Nuwellis, Inc. • Electromedical & electrotherapeutic apparatus • New York
This letter agreement (the “Agreement”) constitutes the agreement between Lake Street Capital Markets, LLC and Maxim Group LLC, as placement agents (each a “Placement Agent” and, collectively, the “Placement Agents”) and Nuwellis, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), that Placement Agents shall serve as exclusive placement agents for the Company, on a “reasonable best efforts” basis, for the proposed placement to certain purchasers (the “Purchasers”) of up to an aggregate of [__] units (each a “Unit” and collectively, the “Units”), with each Unit consisting of (A) one share (each a “Share” and collectively, the “Shares”) of the Company’s Series J Convertible Redeemable Preferred Stock, par value $0.0001 per share (the “Series J Preferred Stock”), (B) one warrant (each a “Warrant” and collectively, the “Warrants”) to purchase [one-half of one] share of the Series J Preferred Stock (the “Warrant Shares”) exercisable immediately and expiring three
