EXHIBIT 10.3


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights
Agreement (as amended from time to time, this “Agreement”) is dated as of April 22, 2016, and is between NUO THERAPEUTICS,
INC., a Delaware corporation (the “Company”), and the stockholders listed on Schedule 1 hereto
(collectively, the “Stockholders” and, each individually, a “Stockholder”).
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan (as defined below).


 


INTRODUCTION


 


WHEREAS, on the date
hereof, the Company issued shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common
Stock”), to the Stockholders pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities
Act”) and Rule 506 of Regulation D promulgated thereunder, and upon the terms set forth in the First Amended Plan
of Reorganization of the Company (as amended, modified or supplemented, the “Plan”) under Chapter 11
of the United States Bankruptcy Code (11 U.S.C. §101, et seq.), confirmed by order dated April 25, 2016 of the United States
Bankruptcy Court for the District of Delaware.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration
the receipt and adequacy of which is hereby acknowledged, the Company and each of the Stockholders agree as follows:


 


ARTICLE I

DEFINITIONS


 


In this Agreement:


 


“Applicable
Exchange” means The New York Stock Exchange, Inc. or the NASDAQ Stock Exchange, including the NASDAQ Global Market.


 


“Exchange
Act” means the Securities Exchange Act of 1934.


 


“Prospectus”
means the prospectus included in the Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the Registrable
Securities covered by the Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.


 


“Registrable
Securities” shall mean any Shares issued to the Stockholders on the date hereof together with any securities issued
or issuable upon any stock split, dividend or other distribution, adjustment, recapitalization or similar event with respect to
the foregoing; provided, however, that any such securities shall cease to be Registrable Securities upon the earlier of the date
when (i) such Registrable Securities have been registered under the Securities Act and disposed of in accordance with a registration
statement filed under the Securities Act, including the Registration Statement, or such Registrable Securities have been disposed
of under Rule 144 promulgated under the Securities Act or (ii) such Registrable Securities may be sold without registration or
restriction pursuant to Rule 144(b) under the Securities Act or any successor provision.


 




     


     


    

 


“Registration
Statement” means the registration statement required to be filed under this Agreement, including the Prospectus,
amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits
thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


ARTICLE II

DEMAND AND PIGGYBACK RIGHTS


 


Section 2.01         Shelf
Registration.


 


(a)          The
Company shall use its best efforts to cause to prepare and file with the SEC a “Shelf” Registration Statement covering
the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities
Act on or prior to the 120th day (the “Filing Default Date”) following the Closing (such date of actual
filing, the “Filing Date”). The Registration Statement shall be on Form S 3; provided that if the Company
shall determine in good faith that Form S-3 is not then available to it, the Registration Statement shall be on Form S-1. Each
Stockholder will furnish to the Company, within five (5) business days after request by the Company, a completed questionnaire
in the form set forth as Exhibit A hereto. Each Stockholder agrees to promptly update such questionnaire in order to make
the information previously furnished to the Company by such Stockholder complete and not materially misleading. The Registration
Statement shall register the Registrable Securities for resale by the holders thereof.


 


(b)          The
Company shall use its best efforts to cause the Registration Statement to be declared effective by the SEC on or prior to the 150th
day following the Closing (the “No-Review Effectiveness Default Date”) if there is no SEC review of the
Registration Statement or the 210th day following the Closing (the “SEC-Review Effectiveness Default Date”)
in the event of an SEC review of the Registration Statement, and shall use its best efforts to keep the Registration Statement
continuously effective under the Securities Act until the earliest of (i) the date when all Registrable Securities covered thereby
may be sold without registration or restriction pursuant to Rule 144(b) under the Securities Act or any successor provision or
(ii) the date when all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness
Period”).


 


(c)          The
Company shall request effectiveness of the Registration Statement (and any post-effective amendments thereto) within five (5) business
days following the Company’s receipt of notice from the SEC that the Registration Statement will not be reviewed by the SEC
or that the SEC has completed its review of such Registration Statement and has no further comments. The Company shall request
effectiveness of the Registration Statement (and any post-effective amendments thereto) at 5:00 p.m., New York City time, on the
effective date, and file with the SEC and deliver the Prospectus (or any supplements thereto), which delivery may be made electronically,
by 8:00 a.m. New York City time on the business day after such effective date.


 




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Section 2.02         Registration
Procedures. In connection with the Company’s registration obligations hereunder, the Company shall:


 


(a)          Use
its best efforts to (i) prepare and file with the SEC such amendments, including post-effective amendments, to the Registration
Statement as may be necessary to keep the Registration Statement continuously effective as to the Registrable Securities for the
Effectiveness Period, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and
as so supplemented or amended to be filed pursuant to Rule 424, and (iii) respond promptly to any comments received from the SEC
with respect to the Registration Statement or any amendment thereto.


 


(b)          Notify
the Stockholders as promptly as reasonably possible, and (if requested by the Stockholders) confirm such notice in writing of any
of the following events: (i) the SEC notifies the Company whether there will be a “review” of the Registration Statement,
(ii) the SEC comments in writing on the Registration Statement, (iii) the SEC or any other Federal or state governmental authority
in writing requests any amendment or supplement to the Registration Statement or Prospectus or requests additional information
related thereto, (iv) if the SEC issues any stop order suspending the effectiveness of the Registration Statement or initiates
any action, claim, suit, investigation or proceeding (a “Proceeding”) for that purpose, (v) the Company
receives notice in writing of any suspension of the qualification or exemption from qualification of any Registrable Securities
for sale in any jurisdiction, or the initiation or threat of any Proceeding for such purpose; or (vi) the financial statements
included in the Registration Statement become ineligible for inclusion therein or any statement made in the Registration Statement
or Prospectus or any document incorporated or deemed to be incorporated therein by reference is untrue in any material respect
or any revision to the Registration Statement, Prospectus or other document is required so that it will not contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company shall
not include any material non-public information in any notice provided to any Stockholder under this Section 2.02(b).


 


(c)          Use
its reasonable best efforts to avoid the issuance of or, if issued, obtain the prompt withdrawal of (i) any order suspending the
effectiveness of the Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any
of the Registrable Securities for sale in any jurisdiction.


 


(d)          Use
its reasonable best efforts to deliver to each Stockholder, which delivery may be made electronically, by 8:00 a.m. New York City
time on the business day after the date first available, without charge, such reasonable number of copies of the Prospectus or
Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Stockholders may reasonably request.
The Company hereby consents (except during the continuance of any event described in Section 2.02(b)(iii)-(vi) above)
to the use of such Prospectus and each amendment or supplement thereto by each of the selling Stockholders in connection with the
offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.


 




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(e)          In
the event the Company’s Common Stock is then listed on an Applicable Exchange: (i) in the time and manner required by the
Applicable Exchange, prepare and file with Applicable Exchange an additional share listing application covering all of the Registrable
Securities, (ii) use its reasonable best efforts to take all steps reasonably necessary to cause such Registrable Securities to
be approved for listing on the Applicable Exchange as soon as possible thereafter, (iii) provide to the Stockholders notice of
such listing, and (iv) use its reasonable best efforts to maintain the listing of such Registrable Securities on the Applicable
Exchange.


 


(f)          To
the extent required by law, prior to any public offering of Registrable Securities, use its reasonable best efforts to register
or qualify or cooperate with the selling Stockholders in connection with the registration or qualification (or exemption from such
registration or qualification) of such Registrable Securities for offer and sale under the securities or “blue sky”
laws of such jurisdictions within the United States as any Stockholder requests in writing, to keep each such registration or qualification
(or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary
or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by a Registration Statement;
provided, however, that the Company shall not be required for any such purpose to (i) qualify generally to do business as a foreign
corporation in any jurisdiction wherein it would not be otherwise required to qualify but for the requirements of this Section
2.02(f), (ii) file any general consent to service of process in any jurisdiction where it is not as of the date hereof
so subject, or (iii) otherwise subject itself to taxation.


 


(g)          Upon
the occurrence of any event described in Section 2.02(b)(iii)-(vi) above, as promptly as reasonably possible, prepare
a supplement or amendment, including a post-effective amendment, to the Registration Statement or a supplement to the related Prospectus
or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as
thereafter delivered, neither the Registration Statement nor such Prospectus will contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading; provided, however, that the Company may suspend sales pursuant to the Registration
Statement for a period of up to twenty (20) consecutive days or for a total of not more than forty-five (45) days in any twelve-month
period if the Company furnishes to the holders of the Registrable Securities a certificate signed by the Company’s Chief
Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, there is some material development
relating to the operations or condition (financial or other) of the Company that has not been disclosed to the general public and
as to which it is in the Company’s best interests not to disclose such development, and the Company shall not disclose such
development to the Stockholders.


 


(h)          In
the event that any broker-dealer registered under the Exchange Act shall underwrite any Registrable Securities or participate as
a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct
Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or any successor thereto, as amended
from time to time) thereof, whether as a holder of such Registrable Securities or as an underwriter, a placement or sales agent
or a broker or dealer in respect thereof, or otherwise, cooperate with such broker-dealer in connection with any filings required
to be made by FINRA.


 




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Section 2.03         Registration
Expenses. The Company shall pay (or reimburse the Stockholders for) all fees and expenses incident to the performance of or
compliance with this Agreement by the Company, including without limitation (a) all registration and filing fees and expenses,
including without limitation those related to filings with the SEC and in connection with applicable state securities or “Blue
Sky” laws, (b) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities
and of printing copies of Prospectuses reasonably requested by the Stockholders), (c) messenger, telephone and delivery expenses,
(d) and fees and expenses of all other persons retained by the Company in connection with the consummation of the transactions
contemplated by this Agreement. Notwithstanding the foregoing, each Stockholder shall pay any and all costs, fees, discounts or
commissions attributable to the sale of its respective Registrable Securities.


 


Section 2.04        Indemnification.


 


(a)          Indemnification
by the Company. In consideration of each Stockholder’s execution and delivery of this Agreement and in addition to the
Company’s other obligations hereunder, the Company shall, notwithstanding any termination of this Agreement, indemnify, defend,
protect and hold harmless each Stockholder, its officers and directors, partners, members, agents, brokers and employees of each
of them, each person who controls any such Stockholder (within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act) and the officers, directors, partners, members, agents and employees of each such controlling person, and each
underwriter of Registrable Securities, to the fullest extent permitted by applicable law, from and against any and all losses,
claims, damages, liabilities, settlement costs and expenses, including without limitation costs of preparation and reasonable attorneys’
fees (collectively, “Losses”), as incurred, arising out of or relating to (A) any untrue or alleged untrue
statement of a material fact contained in the Registration Statement, any Prospectus or form of prospectus or in any amendment
or supplement thereto, or arising out of or relating to any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto,
in the light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that
(i) such untrue statements or omissions are based upon information regarding such Stockholder furnished in writing to the Company
by such Stockholder expressly for use therein, or to the extent that such information related to such Stockholder or such Stockholder’s
proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Stockholder
expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto
(which shall, however, be deemed to include disclosure substantially in accordance with the “Plan of Distribution”
attached hereto), or (ii) in the case of an occurrence of an event of the type specified in Section 2.02(b) above,
the use by such Stockholder of an outdated or defective Prospectus after the Company has duly notified such Stockholder in writing
that the Prospectus is outdated or defective and prior to the receipt by such Stockholder of the Advice contemplated in Section
2.05 below, (B) any misrepresentation or material breach of any representation or warranty made by the Company in the Offering
Documents; or (C) any material breach of any covenant, agreement or obligation of the Company contained in the Offering Documents.
The Company shall notify the Stockholders promptly of the institution, threat or assertion of any Proceeding of which the Company
is aware in connection with the transactions contemplated by this Agreement.


 




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(b)          Indemnification
by Stockholders. Each Stockholder shall, severally and not jointly, indemnify and hold harmless the Company, its directors,
officers, agents and employees, and each person who controls the Company (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling persons, to the fullest
extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final
judgment not subject to appeal or review) arising out of or based upon any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement, any Prospectus, or any form of prospectus or in any amendment or supplement thereto,
or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statements
therein not misleading to the extent, but only to the extent, that such untrue statement or omission is contained in any information
furnished in writing by such Stockholder to the Company specifically for inclusion in such Registration Statement or Prospectus
or to the extent that (i) such untrue statements or omissions are based upon information regarding such Stockholder furnished in
writing to the Company by such Stockholder expressly for use therein, or to the extent that such information related to such Stockholder
or such Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in
writing by such Stockholder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any
amendment or supplement thereto (which shall, however, be deemed to include disclosure substantially in accordance with the “Plan
of Distribution” attached hereto), or (ii) in the case of an occurrence of an event of the type specified in Section
2.02(b) above, the use by such Stockholder of an outdated or defective Prospectus after the Company has notified such Stockholder
in writing that the Prospectus is outdated or defective and prior to the receipt by such Stockholder of the Advice contemplated
in Section 2.05 below. In no event shall the liability of any selling Stockholder hereunder be greater in amount
than the dollar amount of the net proceeds received by such Stockholder upon the sale of the Registrable Securities giving rise
to such indemnification obligation.


 




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(c)          Conduct
of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any person entitled to indemnity hereunder
(an “Indemnified Party”), such Indemnified Party shall promptly notify the person from whom indemnity
is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including
the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in
connection with defense thereof, provided, that the failure of any Indemnified Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that such failure
shall have prejudiced the Indemnifying Party. An Indemnified Party shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such
Indemnified Party or Parties unless: (i) the Indemnifying Party has agreed in writing to pay such fees and expenses; or (ii) the
Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory
to such Indemnified Party in any such Proceeding; or (iii) the named parties to any such Proceeding (including any impleaded parties)
include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that
a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party
(in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel
at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such
counsel shall be at the expense of the Indemnifying Party; provided, however, that in the event that the Indemnifying Party shall
be required to pay the fees and expenses of separate counsel, the Indemnifying Party shall only be required to pay the fees and
expenses of one separate counsel for such Indemnified Party or Parties. The Indemnifying Party shall not be liable for any settlement
of any such Proceeding affected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect
of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such Proceeding. All fees and expenses of the Indemnified Party (including
reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in
a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten trading days of written
notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled
to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse
all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification
hereunder).


 


(d)          Contribution.
If a claim for indemnification under Section 2.04(a) or Section 2.04(b) is unavailable to an Indemnified
Party (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party,
shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate
to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions
that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party
and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue
or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or
related to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a
party as a result of any Losses shall be deemed to include, subject to the limitations set forth in Section 2.04(c),
any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to
the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section
2.04(d) was available to such party in accordance with its terms. The parties hereto agree that it would not be
just and equitable if contribution pursuant to this Section 2.04(d) were determined by pro rata allocation or by
any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding
section. Notwithstanding the provision of this Section 2.04(d), no Stockholder shall be required to contribute, in
the aggregate, any amount in excess of the amount of net proceeds actually received by such Stockholder from the sale of the Registrable
Securities subject to the Proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties
may have to the Indemnified Parties and any cause of action or similar right of the Indemnified Parties against the Indemnifying
Parties or others.


 




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Section 2.05        Dispositions.
Each Stockholder agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it
in connection with sales of Registrable Securities pursuant to the Registration Statement. Each Stockholder further agrees that,
upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 2.02(b),
such Stockholder will discontinue disposition of such Registrable Securities under the Registration Statement until such Stockholder’s
receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 2.02(g),
or until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus
may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed
to be incorporated by reference in such Prospectus or Registration Statement. The Company may provide appropriate stop orders to
enforce the provisions of this section.


 


Section 2.06        Piggy-Back
Registrations.


 


(a)          If
at any time during the Effectiveness Period, other than any suspension period referred to in Section 2.02(g) above,
there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to
prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under
the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities
Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity
or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall
send to each Stockholder written notice of such determination and if, within ten (10) days after receipt of such notice, any such
Stockholder shall so request in writing, the Company shall use its reasonable best efforts to include in such registration statement
all or any part of such Registrable Securities not already covered by an effective Registration Statement such Stockholder requests
to be registered; provided, however, that the Company shall have the right to postpone or withdraw any registration effected pursuant
to this Section 2.06(a).


 




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(b)          If
the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall
so indicate in the notice given pursuant to Section 2.06(a). In such event the right of any Stockholder to registration
pursuant to Section 2.06(a) shall be conditioned upon Stockholder’s agreeing to participate in such underwriting
and in the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. The
Stockholder shall (together with the Company and the other holders distributing their securities through such underwriting) enter
into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company
or by other holders exercising any demand registration rights. Notwithstanding any other provision of this Section 2.06,
if the underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriter
may exclude some or all Registrable Securities or other securities from such registration and underwriting (hereinafter an “Underwriter
Cutback”). In the event of an Underwriter Cutback, the Company shall so advise the Stockholder and the other holders
distributing their securities through such underwriting, and the number of Registrable Securities that may be included in the registration
and underwriting shall be allocated in proportion, as nearly as practicable, to the respective amounts of Registrable Securities
held by the Stockholder and the other holders distributing their securities through such underwriting at the time of filing the
registration statement. If any Stockholder disapproves of the terms of any such underwriting, such Stockholder may elect to withdraw
therefrom by written notice to the Company and the underwriter. Any securities excluded or withdrawn from such underwriting shall
be withdrawn from such registration.


 


Section 2.07         Rule
144. Until the earlier of (i) one year following the effectiveness of the Registration Statement and (ii) the date when such
Registrable Securities may be sold without registration or restriction pursuant to Rule 144(b) under the Securities Act or any
successor provision, the Company agrees with each holder of Registrable Securities to:


 


(a)          use
its best efforts to comply with the requirements of Rule 144(c) under the Securities Act with respect to current public information
about the Company;


 


(b)          use
its best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities
Act and the Exchange Act (at any time it is subject to such reporting requirements), and


 


(c)          furnish
to any holder of Registrable Securities upon request (i) a written statement by the Company as to its compliance with the requirements
of said Rule 144(c) and the reporting requirements of the Securities Act and the Exchange Act (at any time it is subject to such
reporting requirements), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports
and documents of the Company as such holder may reasonably request to avail itself of any similar rule or regulation of the SEC
allowing it to sell any such securities without registration.


 


Section 2.08         Exchange
Act Registration. Promptly following the date hereof, the Company shall cause the Common Stock to be registered under Section
12(g) of the Exchange Act.


 




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ARTICLE III

MISCELLANEOUS


 


Section 3.01        Notices.
Any notice or other document required or permitted to be given or delivered to the Stockholders shall be in writing and sent (x)
by fax if the sender on the same day sends a confirming copy of such notice by an internationally recognized overnight delivery
service (charges prepaid) or (y) by an internationally recognized overnight delivery service (with charges prepaid):


 


(a)          if
to the Company, at


 


Nuo Therapeutics, Inc.


207A Perry Parkway, Suite 1


Gaithersburg, MD 20877


Attention: Chief Executive Officer


Facsimile: (240) 499-2690


 


or such other address as it shall have
specified to the Stockholder in writing, with a copy (which shall not constitute notice) to:


 


Dentons US LLP


1221 Avenue of the Americas


New York, NY 10020-1089


Attention: Jeffrey A. Baumel, Esq.


Facsimile: (973) 912-7199


 


and


 


Dentons US LLP


1301 K Street, N.W.


Suite 600, East Tower


Washington, D.C. 20006


Attention: Sam J. Alberts, Esq.


Facsimile: (202) 408-6399


 


(b)          If
to a Stockholder, to the address set forth with respect to such Stockholder on Schedule 1 or to such other person or address
as such Stockholder shall furnish to the Company and the other Stockholders in writing.


 


Section 3.02         Section
Headings. The article and section headings in this Agreement are for reference purposes only and shall not affect the meaning
or interpretation of this Agreement. References in this Agreement to a designated “Article” or “Section”
refer to an Article or Section of this Agreement unless otherwise specifically indicated.


 


Section 3.03         Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.


 


Section 3.04         Consent
to Jurisdiction and Service of Process. The parties to this Agreement hereby agree to submit to the jurisdiction of the courts
of the State of Delaware and the courts of the United States of America located in the District of Delaware, and appellate courts
from any thereof in any action or proceeding arising out of or relating to this Agreement.


 




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Section 3.05         Waiver
of Jury Trial. Each of the parties to this Agreement hereby unconditionally agrees to waive, to the fullest extent permitted
by applicable law, its respective rights to a jury trial of any claim or cause of action (whether based on contract, tort or otherwise)
based upon, arising out of or relating to this Agreement or the transactions contemplated hereby. The scope of this waiver is intended
to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this Agreement,
including contract claims, tort claims and all other common law and statutory claims. Each party hereto: (i) acknowledges that
this waiver is a material inducement to enter into this Agreement, that each has already relied on this waiver in entering into
this Agreement, and that each will continue to rely on this waiver in their related future dealings, (ii) acknowledges that no
representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not in
the event of any action or proceeding, seek to enforce the foregoing waiver and (iii) warrants and represents that it has reviewed
this waiver with its legal counsel and that it knowingly and voluntarily waives its jury trial rights following consultation with
legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL
WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 3.05 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY
TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.


 


Section 3.06         Amendments.
This Agreement may be amended only by an instrument in writing executed by the Company and Stockholders holding at least 66 2/3%
of the Registrable Securities collectively held by them. Any such amendment will apply to all Stockholders equally, without distinguishing
between them.


 


Section 3.07         Entire
Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the transactions
contemplated hereby and thereby. The registration rights granted under this Agreement supersede any registration, qualification
or similar rights with respect to any of the shares of Common Stock granted under any other agreement, and any of such preexisting
registration rights are hereby terminated.


 


Section 3.08         Severability.
The invalidity or unenforceability of any specific provision of this Agreement shall not invalidate or render unenforceable any
of its other provisions. Any provision of this Agreement held invalid or unenforceable shall be deemed reformed, if practicable,
to the extent necessary to render it valid and enforceable and to the extent permitted by law and consistent with the intent of
the parties to this Agreement.


 


Section 3.09         Arms
Length Negotiations. The Company acknowledges and each Stockholder confirms that it has independently participated in the negotiation
of the transaction contemplated hereby with the advice of its own counsel and advisors.


 


Section 3.10         Counterparts.
This Agreement may be executed in multiple counterparts, including by means of facsimile or electronic mail, each of which shall
be deemed an original, but all of which together shall constitute the same instrument.


 


(Signature Page Follows)


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date first
above written.


 


	 	COMPANY
	 	 
	 	NUO THERAPEUTICS, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	STOCKHOLDERS
	 	 
	 	[STOCKHOLDER]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




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EXHIBIT A


 


SELLING STOCKHOLDER QUESTIONNAIRE


 


To: Nuo Therapeutics, Inc.

c/o Dentons US LLP


1221 Avenue of the Americas


New York, NY 10020-1089


Attention: Jeffrey A.
Baumel, Esq.


Facsimile: (973) 912-7199


 


Reference is made to the Registration Rights
Agreement (the “Agreement”), made between Nuo Therapeutics, Inc., a Delaware corporation (the “Company”),
and the Stockholders noted therein.


 


Pursuant to Section 2.01(a) of the Agreement,
the undersigned hereby furnishes to the Company the following information for use by the Company in connection with the preparation
of the Registration Statement contemplated by Section 2 of the Agreement.


 


	1.	Name and Contact Information:	 



 


	 	Full legal name of record holder: 	 


 


	 	Address of record holder: 	 


 


	 	Social Security Number or Taxpayer Identification Number:  	 


 


	 	Identity of beneficial owner (if different than record holder): 	 


 


	 	Name of contact person: 	 


 


	 	Telephone number of contact person: 	 


 


	 	Fax number of contact person: 	 


 


	 	E-mail address of contact person: 	 


 


	2.	Beneficial Ownership of Registrable Securities:	 



 


	 	(a) Number of Registrable Securities owned
by Selling Stockholder:  	 



 


	 	(b) Number of Registrable Securities requested
to be registered:  	 



 


	3.	Beneficial Ownership of Other Securities of the Company
Owned by the Selling Stockholder:
	 	 
	 	Except as set forth below in this Item (3), the undersigned
is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in
Item (2)(a).



 




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	 	Type and amount of other securities beneficially owned
by the Selling Stockholder:  
	 	 
	 	 



 


		4.	Relationships with the Company:



 


Except as set forth below, neither
the undersigned nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or
office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.


 


	 	State any exceptions here:  	 


 


		5.	Plan of Distribution:



 


Except as set forth below, the
undersigned intends to distribute pursuant to the Registration Statement the Registrable Securities listed above in Item (2) in
accordance with the “Plan of Distribution” section set forth therein:


 


	 	State any exceptions here: 	 


 


		6.	Selling Stockholder Affiliations:



 


		(a)	Is the Selling Stockholder a registered broker-dealer? _________________________________________



 


		(b)	Is the Selling Stockholder an affiliate of a registered
broker-dealers? (For purposes of this response, an “affiliate” of, or person “affiliated” with, a specified
person, is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under
common control with, the person specified.)  _________________________________________________________________________



 


		(c)	If the answer to Item (6)(b) is yes, identify the registered
broker-dealers and describe the nature of the affiliations:  _________________________________________________________________________



 


		(d)	If the answer to Item (6)(b) is yes, did the Selling
Stockholder acquire the Registrable Securities in the ordinary course of business (if not, please explain)? __________________________________________



 


		(e)	If the answer to Item (6)(b) is yes, did the Selling
Stockholder, at the time of purchase of the Registrable Securities, have any agreements, plans or understandings, directly or
indirectly, with any person to distribute the Registrable Securities (if yes, please explain)?



 


		7.	Voting or Investment Control over the Registrable
Securities:



 


If the Selling Stockholder is
not a natural person, please identify the natural person or persons who have voting or investment control over the Registrable
Securities listed in Item (2) above:


 


_________________________________________________________________________________________


 




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Pursuant to Section 2.02(g) of
the Agreement, the undersigned acknowledges that the Company may, by notice to each Stockholder at its last known address, suspend
or withdraw the Registration Statement and require that the undersigned immediately cease sales of Registrable Securities pursuant
to the Registration Statement under certain circumstances described in the Agreement. At any time that such notice has been given,
the undersigned may not sell Registrable Securities pursuant to the Registration Statement.


 


The undersigned hereby acknowledges
receipt of a draft of the Registration Statement dated ● and confirms that the undersigned has reviewed such draft including,
without limitation, the sections captioned “Selling Stockholders” and “Plan of Distribution,” and confirms
that, to the best of the undersigned’s knowledge, the same is true, complete and accurate in every respect except as indicated
in this Questionnaire. The undersigned hereby further acknowledges that pursuant to Section 2.04(b) of the Agreement, the undersigned
shall indemnify the Company and each of its directors and officers against, and hold the Company and each of its directors and
officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorney’s fees) to which
the Company or its directors and officers may become subject by reason of any statement or omission in the Registration Statement
made in reliance upon, or in conformity with, a written statement by the undersigned, including the information furnished in this
Questionnaire by the undersigned.


 


By signing below, the undersigned
consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion
of such information in the Registration Statement, any amendments thereto and the related prospectus. The undersigned understands
that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement
and the related prospectus.


 


The undersigned has reviewed
the answers to the above questions and affirms that the same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY
THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION.


 


	 	Dated: 	 
	 	 	 
	 	Signature of Record Holder:
	 	 
	 	 
	 	
        (Please sign your name in exactly the same

        manner as the certificates for the shares being

        registered)



 




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