REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 12th, 2017 • Nuo Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_____], 2017, by and among Nuo Therapeutics, Inc., a Delaware corporation (the “Company”), Deerfield Private Design Fund II, L.P. (“DPDF”), Deerfield Private Design International II, L.P. (“DPDI”) and Deerfield Special Situations Fund, L.P. (“DSSF” and, together with DPDF and DPDI, the “Original Investors” and each individually, an “Original Investor”).
ContractNuo Therapeutics, Inc. • June 12th, 2017 • Surgical & medical instruments & apparatus • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR EXERCISED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, INCLUDING PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4[(a)](1) AND A HALF SALE.” NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
EXCHANGE AGREEMENTExchange Agreement • June 12th, 2017 • Nuo Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
This EXCHANGE AGREEMENT (this “Agreement”) dated as of June 9, 2017, is by and among Nuo Therapeutics, Inc., a Delaware corporation (the “Company”), Deerfield Private Design Fund II, L.P. (“DPDF”), Deerfield Private Design International II, L.P. (“DPDI”) and Deerfield Special Situations Fund, L.P. (“DSSF” and, together with DPDF and DPDI, the “Investors”; and the Company and the Investors being collectively referred to as the “Parties”).
