FORM OF COMMON STOCK PURCHASE WARRANT NUWELLIS, INC.Common Stock Purchase Warrant • January 31st, 2024 • Nuwellis, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, _______ 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 [_______, 20291] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nuwellis, Inc., a Delaware corporation (the “Company”), up to _______ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). 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 nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holde
FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT NUWELLIS, INC.Pre-Funded Common Stock Purchase Warrant • January 31st, 2024 • Nuwellis, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, _______ 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”) until this Warrant is exercised in full (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 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 nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 31st, 2024 • Nuwellis, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [____], 2024, 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”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 31st, 2024 • Nuwellis, Inc. • Electromedical & electrotherapeutic apparatus • New York
This 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”), pursuant to which the Placement Agents shall serve as the exclusive placement agents for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of (i) shares (the “Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”), (ii) warrants (collectively, the “Purchase Warrants”) to purchase shares of Common Stock, and (iii) pre-funded warrants (collectively, the “Pre-Funded Warrants”) to purchase shares of Common Stock (the shares of Common Stock underlying the Purchase Warrants and the Pre-Funded Warrants, collectively with the Purchase Warrants, the Pre-Funded Warrants, and the Shares, the “Securities”).
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • January 31st, 2024 • Nuwellis, Inc. • Electromedical & electrotherapeutic apparatus • New York
WARRANT AGENCY AGREEMENT (this “Warrant Agency Agreement”) dated as of [ ], 2024 (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”).
