SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 14th, 2019 • Medovex Corp. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 8, 2019, by and among Medovex Corp., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (including any successors and assigns, the “Purchaser(s)”).
12% CONVERTIBLE NOTE DUE ______________, 201__1Medovex Corp. • January 14th, 2019 • Surgical & medical instruments & apparatus • New York
THIS 12% CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 12% Convertible Notes of Medovex Corp., a Nevada corporation (the “Company”), having its principal place of business at 3060 Royal Boulevard S., Suite 150, Alpharetta, Georgia 30022, designated as its 12% Convertible Note due ________________, 201__2 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 14th, 2019 • Medovex Corp. • Surgical & medical instruments & apparatus • Delaware
This Assignment and Assumption Agreement (this “Assignment”) is made and entered into as of January 8, 2019, by and among Regenerative Medicine Solutions, LLC, a Delaware limited liability company (“RMS”), Lung Institute LLC, a Delaware limited liability company (“Lung Institute”), RMS Lung Institute Management LLC, a Delaware limited liability company (“RMS Management”), Cognitive Health Institute Tampa, LLC, a Delaware limited liability company (“CHIT” and, together with RMS, Lung Institute, and RMS Management, collectively and individually, the “Assignor”), and RMS Acquisition Corp., a Nevada corporation (“Assignee”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 14th, 2019 • Medovex Corp. • Surgical & medical instruments & apparatus
This Amendment to Asset Purchase Agreement (this “Amendment”), dated as of January 8, 2019, is entered into by and among Regenerative Medicine Solutions LLC, a Delaware limited liability company (“RMS”), RMS Shareholder, LLC, a Delaware limited liability company and the sole member of RMS (“RMS Shareholder”), Lung Institute LLC, a Delaware limited liability company (“Lung Institute”), RMS Lung Institute Management LLC, a Delaware limited liability company (“RMS Management”), Cognitive Health Institute Tampa, LLC, a Delaware limited liability company (“CHIT” and, together with Lung Institute and RMS Management, the “Operating Subsidiaries”), Medovex Corp., a Nevada corporation (“Medovex”) and RMS Acquisition Corp., a Nevada corporation (“Buyer”). For purposes of this Agreement, “Seller” shall mean individually and collectively RMS and the Operating Subsidiaries, together with any other entity selling or assigning assets of the Seller Business pursuant to this Agreement. The Buyer, Selle
Exhibit CMedovex Corp. • January 14th, 2019 • Surgical & medical instruments & apparatus • Nevada
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.
VOTING AGREEMENTVoting Agreement • January 14th, 2019 • Medovex Corp. • Surgical & medical instruments & apparatus • Nevada
This Voting Agreement (this “Agreement”) is made as of January 8, 2019 (the “Effective Date”), by and among RMS Shareholder, LLC, a Delaware limited liability company (“RMS Shareholder”), Medovex Corp., a Nevada corporation (the “Company”), and the holders of the Company’s Common Stock listed on the Schedule of Stockholders attached as Exhibit A.
