May 28, 2014Merger Agreement • May 29th, 2014 • Golf Rounds Com Inc • Non-operating establishments
Fuse Medical LLC, a Delaware limited liability company (the “Company”), is a party to an Agreement and Plan of Merger dated December 18, 2013 (the “Merger Agreement”), by and among Fuse Medical Inc., a Delaware corporation (“Acquirer”), Project Fuse LLC, a Delaware limited liability company and a wholly-owned subsidiary of Acquirer (“Merger Sub”), and D. Alan Meeker, solely in its capacity as the Representative, pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company to survive the Merger and become a wholly-owned subsidiary of Acquirer. In connection with the Merger, Acquirer will issue to the undersigned unit holder of Company (“Holder”) and all other Company unit holders Acquirer common stock in a private placement effected in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder,
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 29th, 2014 • Golf Rounds Com Inc • Non-operating establishments • Delaware
This Registration Rights Agreement (the “Agreement”), dated as of May 28, 2014, is by and among Fuse Medical, Inc., a Delaware corporation (the “Company”), and the investors set forth on Schedule 1 attached hereto, who are receiving shares of the Company’s common stock, par value $0.001 per share, pursuant to that certain Agreement and Plan of Merger, dated December 18, 2013, by and among the Company, Project Fuse LLC, a Delaware limited liability company (“PF”), Fuse Medical LLC, a Delaware limited liability company (“Target”), and D. Alan Meeker, as Stockholder Representative, pursuant to which PF was merged with and into Target and Target became a wholly-owned subsidiary of the Company (the “Merger”).
