SERIES II COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • November 7th, 2024 • Nuwellis, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS SERIES II 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 May [_], 2025 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May [_], 2027 (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).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANTPlacement Agent Common Stock Purchase Warrant • November 7th, 2024 • Nuwellis, Inc. • Electromedical & electrotherapeutic apparatus • New York
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 or after May [_], 20251 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May [_], 20302 (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 is being issued pursuant to that certain Investment Banking Agreement, dated as of August 20, 2024, as amended, (the “Investment Banking Agreement”), by and between the Company and Ladenburg Thalmann & Co. Inc.
