ContractSecurity Agreement • April 22nd, 2020 • H-Cyte, Inc. • 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.
ContractSecured Convertible Promissory Note • April 22nd, 2020 • H-Cyte, Inc. • Surgical & medical instruments & apparatus
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
FIRST AMENDMENT TO 12% SENIOR SECURED CONVERTIBLE NOTE12% Senior Secured Convertible Note • April 22nd, 2020 • H-Cyte, Inc. • Surgical & medical instruments & apparatus • New York
This FIRST AMENDMENT TO 12% SENIOR SECURED CONVERTIBLE NOTE DUE SEPTEMBER 30, 2020 (this “Amendment”) is entered into and made effective as of March 27, 2020 (the “Effective Date”), by and between H-CYTE, INC., a Nevada corporation (the “Company”) and FWHC Bridge, LLC, a Delaware limited liability company (the “Holder”). The Company and Holder are collectively referred to herein as the “Parties” and each, a “Party”.
H-CYTE, INC. SECURED CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT as of April 17, 2020Secured Convertible Note and Warrant Purchase Agreement • April 22nd, 2020 • H-Cyte, Inc. • Surgical & medical instruments & apparatus • Florida
H-Cyte, Inc.Employment Agreement • April 22nd, 2020 • H-Cyte, Inc. • Surgical & medical instruments & apparatus
This Letter confirms the agreement among you and the Company that the Employment Agreement is amended to reduce your Base Salary. In furtherance of the foregoing, Section 3(a) of the Employment Agreement is amended to provide that your Base Salary is reduced to $0.00 per month (i.e., $0.00 per annum); provided that on the date that the Company receives clearance from the U.S. Food and Drug Administration to commence clinical trials for its products (the “FDA Clearance Date”), your Base Salary will be increased to a total of $18,750.00 per month (i.e. $225,000.00 per annum). Any subsequent increases to your Base Salary or any additional compensation to be paid to you in connection with your employment shall be only be as you, the Company and FWHC Holdings, LLC may agree in writing after the date of this Letter. The Company will negotiate with you in good faith over the next week to structure a bonus plan and equity compensation package in connection with your continued employment that w
ABSOLUTE GUARANTY OF PAYMENT AND PERFORMANCEAbsolute Guaranty of Payment and Performance • April 22nd, 2020 • H-Cyte, Inc. • Surgical & medical instruments & apparatus • Florida
THIS ABSOLUTE GUARANTY OF PAYMENT AND PERFORMANCE (hereinafter referred to as the “Guaranty”), made to be effective as of April 17, 2020, by each of H-Cyte Management LLC, a Delaware limited liability company, Lung Institute Tampa, LLC, a Delaware limited liability company, Cognitive Health Institute Tampa, LLC, a Delaware limited liability company, and Medovex Corp., a Nevada corporation (collectively, “Guarantor”) for the benefit of the Purchasers (as defined in the Purchase Agreement).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • April 22nd, 2020 • H-Cyte, Inc. • Surgical & medical instruments & apparatus
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) is made and entered into as of April 17, 2020 by and between H-CYTE, INC., a Nevada corporation f/k/a Medovex Corp. (the “Grantor”), having an address at 201 E. Kennedy Blvd., Suite 700, Tampa, FL 33602, in favor of FWHC BRIDGE, LLC, a Delaware limited liability company, as collateral agent for the ratable benefit of itself and the other Purchasers under the Purchase Agreement, having an address at 1306 W. Kennedy Blvd., Tampa, Florida 33606 (the “Secured Party”).
SECURITY AGREEMENTSecurity Agreement • April 22nd, 2020 • H-Cyte, Inc. • Surgical & medical instruments & apparatus • Florida
This SECURITY AGREEMENT (this “Agreement”), dated as of April 17, 2020, by and among H-CYTE, INC., a Nevada corporation (the “Company”), the existing subsidiaries of the Company, as set forth on Schedule 3.7 attached hereto, as such Schedule 3.7 may be updated from time to time, and any Additional Grantor (as defined below) who may become a party to this Agreement (such Additional Grantors, collectively with the Company and its subsidiaries, the “Grantors” and each individually a “Grantor”), in favor of FWHC Bridge, LLC, a Delaware limited liability company, as collateral agent (in such capacity, the “Agent”) for the ratable benefit of itself and the other Purchasers (collectively with the Agent, the “Secured Parties” and each, a “Secured Party”) from time to time party to the Purchase Agreement described below, by and among the Company and the Purchasers.
