Blueprint






EXECUTION VERSION


 







Exhibit 10.2


 

 



Binding Term Sheet for Joint Venture Agreement

 


September
25, 2017

 


This
term sheet (“Term Sheet”) sets out the key terms of a
proposed transaction for a joint venture between SANUWAVE Health
Inc. of 3360 Martin Farm Road, Suite 100, Suwanee, Georgia, 30024,
United States (“Sanuwave”), and MundiMed Distribuidora
Hospitalar LTDA of of Rua Manoel Gomes dos Santos, 1173 –
Jardim Sumaré – Cravinhos/SP Brazil
(“MundiMed”). Each of Sanuwave and MundiMed are
referred to herein as a “Party” and collectively, as
the “Parties”.

 


The
Parties are engaged in the negotiation of terms of a proposed joint
venture (the “Joint Venture”) for the establishment of
a business (the “Business”) for the sole purpose of the
manufacture, sale and distribution of a Sanuwave proprietary,
patented medical device (the “Device”). The purpose of
this Term Sheet is to confirm to-date the agreement among the
Parties concerning certain terms of the proposed Joint
Venture.

 


The
Parties will continue to work together in good faith to enter into
a definitive agreement reflecting these terms (the
“Definitive Agreement”). In the event a Definitive
Agreement has not been executed by the Parties by September 30,
2017, the terms set forth in this Term Sheet will be binding on the
Parties.

 



Financial Terms:

 


	

Partnership
Fee:

	

MundiMed
shall pay to Sanuwave the aggregate amount of USD


[****](the
“Partnership Fee”) as follows:


(1) USD
[****] on September 30, 2017; and


(2) USD [****]
in equal monthly installments payable over a period of eighteen
(18) months, commencing November 30, 2017, and on the 30th day (or
the following business day if the 30th day of a given month does
not fall on a business day) of each month thereafter.


 


	

Organizational
Expenses:

	

MundiMed
shall bear the cost of any and all fees and expenses incurred in
connection with the formation, organization and startup of the
Joint Venture, expected not to exceed USD $200,000.







 


 




 

 
1


[****]
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.








 






 


	

Profit-Sharing:

	

Any
profits distributed by the Joint Venture shall be distributed
between MundiMed, Sanuwave, LHS Latina Health Solutions Gestão
Empresarial LTDA a company organized under the laws of Brazil
(“Latina Health”) and Universus Global Advisors LLC, a
Delaware limited liability company (“Universus Global”)
(MundiMed, Sanuwave, Latina Health and Universus Global are
collectively referred to herein as the “Profit Sharing
Recipients”). Each of MundiMed and Sanuwave shall receive an
amount equal to 45% of such profits and each of Latina Health and
Universus Global shall receive an amount equal to 5% of such
profits.


 


	

Miscellaneous
Terms:

	

MundiMed
shall purchase two to six Devices from the Joint Venture on or
before December 31, 2017, and the Joint Venture shall sell such
Devices to MundiMed in exchange for payment of the total purchase
price in cash. These devices shall be used by targeted parties to
do experimental, pre-approved work. The foregoing obligations of
the Parties are subject to the advice of legal counsel that the
consummation of such purchase(s) and sale(s) will not constitute a
material violation of applicable government
regulations.


 


	

Term
and Termination:

	

This
Term Sheet shall be effective as of the date this Term Sheet is
executed by both Parties and shall continue until the earlier to
occur of (a) the date the Definitive Agreement is fully-executed by
both Parties and (b) May 30, 2019. In the event the Definitive
Agreement has not been executed by both Parties by September 30,
2017, this Term Sheet shall continue to be in effect as of such
date.


Notwithstanding
the foregoing, this Term Sheet may be terminated by either Party
for a material breach of its terms by the other Party (following an
applicable cure period) where it is reasonably foreseeable that
such material breach could result in a material adverse effect on
the business, financials or results of operations of the
non-breaching Party.


Upon
the termination of the Term Sheet all rights granted to MundiMed
under the Term Sheet, as applicable, shall revert to Sanuwave and
MundiMed shall promptly pay to Sanuwave all payments due and
payable to Sanuwave as of the termination, return all materials
provided to MundiMed by Sanuwave under the Term Sheet, as
applicable, and all tangible embodiments of any and all proprietary
information disclosed to MundiMed by Sanuwave in connection with
the proposed Business, as applicable, and provide Sanuwave with a
certificate of such return.







 


 



 
2


[****]
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.








 






 


	
 

	

Notwithstanding
the foregoing, the provisions set forth opposite the
“Confidentiality” and “Integration”
headings in this Term Sheet shall survive termination.


 


	

Confidentiality:

	

This
Term Sheet, the MOU, their respective contents, and the fact that
the Parties are engaged in discussions regarding a potential joint
venture shall constitute confidential information. The Parties
hereby agree not to disclose the existence of such discussions, the
Term Sheet, MOU or the respective contents thereof; provided,
however, that the Parties may disclose the foregoing to their
respective attorneys, accountants and any other party who has a
“need to know” basis warranting disclosure.
Notwithstanding the foregoing, the Parties hereby acknowledge that
Sanuwave is subject to certain securities laws, compliance with
which may require the disclosure of confidential information. The
Parties hereby agree that Sanuwave may disclose confidential
information in connection with its ongoing reporting requirements
under applicable securities laws and pursuant to any other acts it
may take in connection with its obligation to comply with such
securities laws.


 


	

Governing
Law:

	

This
Term Sheet, the MOU are, and any Definitive Agreement will be,
governed by and interpreted in accordance with the laws of the
State of New York, United States of America, without regard to
conflict of laws provisions thereof.


 


	

General:

	

This
Term Sheet constitutes the entire agreement and understanding of
the Parties as to the terms set forth in this Term Sheet and
supersedes all communication between the Parties related to the
terms set forth in this Term Sheet, and all prior agreements, oral
or written, including the terms of the Memorandum of Understanding
by and between the Parties, dated August 13, 2017 (the
“MOU”), to the extent of the subject matter of the
terms included in this Term Sheet, including, but not limited to,
the confidentiality, governing law and integration provisions set
forth herein. For the avoidance of doubt, the MOU shall remain in
full force and effect to the extent the terms of the MOU are not
the subject matter of this Term Sheet. This Term Sheet shall be
binding upon and inure to the benefit of and be enforceable by the
Parties respective successors and permitted assigns. Nothing in
this Term Sheet shall confer any rights upon any person or entity
other than the Parties and their respective successors and
permitted assigns. No Party may assign this Term Sheet or any of
its rights hereunder to any person or entity without the prior
written consent of the other Party. This Term Sheet may be amended
or modified only by a writing executed by both
Parties.







 


 




 

 
3


[****]
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.








 






 


IN
WITNESS WHEREOF, this Term Sheet is effective as of the date first
set forth above. This Term Sheet may be executed in counterparts,
each of which shall constitute an original and all of which, when
taken together, shall constitute the entire document and may be
executed by electronically scanned or “pdf”
signatures.

 


 


	

SANUWAVE
Health Inc.


 


 



/s/ Kevin A. Richardson II


Name:
Kevin A. Richardson II


Title:
Chairman & CEO

	

MundiMed
Distribuidora Hospitalar LTDA


 


 



/s/ Alessandro Cardim


Name:
Alessandro Cardim


Title:
Director


 







 


 


	

LHS
Latina Health Solutions


Gestão
Empresarial LTDA


 


 



/s/ Mauricio Grimoni


Name:
Mauricio Grimoni


Title:
CEO

	

Universus
Global Advisors LLC


 


 


 



/s/ Michael Hubert


Name:
Michael Hubert


Title:
Managing Member







 

 




 

 
4


[****]
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.