UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D/A

[Rule 13d-101]

Information to be Included in Statements Filed Pursuant to §240.13d-1(a)

and Amendments Thereto Filed Pursuant to §240.13d-2(a)

(Amendment No. 1) 

ULURU INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

90403T209

(CUSIP Number)

Bradley J. Sacks

Centric Capital Ventures LLC

c/o Wiggin and Dana LLP

Attn: Scott L. Kaufman

450 Lexington Avenue, 38^th Floor

New York, New York 10017

(212) 551-2600

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

July 27, 2015

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box    ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

¹ Based upon 24,819,534 shares of Common Stock outstanding as of May 15, 2015 as represented in ULURU Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 as filed with the Securities and Exchange Commission on May 15, 2015.

² Based upon 24,819,534 shares of Common Stock outstanding as of May 15, 2015 as represented in ULURU Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 as filed with the Securities and Exchange Commission on May 15, 2015.

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) is filed by Centric Capital Ventures LLC, a Delaware limited liability company (“Centric Capital”), and Bradley J. Sacks, (“B Sacks”), the Managing Member of Centric Capital, with respect to ownership of shares of the common stock, par value $0.001 per share (the “Common Stock”), of ULURU Inc., a Nevada corporation (“ULURU”), and amends and supplements the Schedule 13D filed on April 2, 2015 (the “Original Schedule 13D” and together with this Amendment No. 1, the “Schedule 13D”). Centric Capital and B Sacks are individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.” Capitalized terms used herein and not otherwise defined in this Amendment No. 1 shall have the meanings set forth in the Original Schedule 13D.

This Amendment No. 1 is being filed to amend Items 4, 5, 6 and 7 of the Schedule 13D as follows:

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is amended and supplemented as follows:

On July 27, 2015, ULURU entered into a letter agreement with The Punch Trust (“TPT”) and Michael I. Sacks (“M Sacks”) (the “Agreement”) pursuant to which, among other things, ULURU agreed to expand the ULURU Board (the “Board”) to five directors from four, appoint B Sacks to the Board on the effective date of the Agreement and expand the Board from five to six directors effective as of the date of ULURU’s 2015 Annual Meeting (the “2015 Annual Meeting”). Following the appointment of B Sacks, the Board’s nominee for the vacancy on the Board effective as of the date of the 2015 Annual Meeting will be reserved for Robert F. Goldrich (who, together with B Sacks, are referred to as the “Designees”). ULURU agreed that the vacancy on the Board will not be filled until the 2015 Annual Meeting and the Board will not be further expanded before the 2015 Annual Meeting.

ULURU has agreed to (a) use its reasonable best efforts to file its definitive proxy statement for the 2015 Annual Meeting (the “2015 Proxy Statement”) promptly, and in no event later than August 15, 2015, (b) include the Designees on the Board’s slate of nominees for election to the Board at the 2015 Annual Meeting and (c) use its reasonable best efforts to hold the 2015 Annual Meeting no later than September 30, 2015. ULURU has further agreed that it and its directors and officers will use their reasonable best efforts to cause the election of the Designees at the 2015 Annual Meeting (including, without limitation, recommending that ULURU’s stockholders vote in favor of the election of the Designees together with the other directors included on the Board’s slate of nominees and supporting the Designees and soliciting proxies for their election). If either or both of the Designees shall, prior to the 2016 annual meeting of stockholders (the “2016 Annual Meeting”), become unable to serve on the Board, as a result of death, incapacity or a bona fide reason (whether work-related or personal), M Sacks has the right to designate any replacement nominee (each, a “Replacement Nominee”) to serve as a Designee, subject to the approval of the nominating committee of the Board, such approval not be unreasonably withheld. ULURU will have the same obligations under the Agreement with respect to any Replacement Nominee as it does with respect to any Designee, including promptly filling any vacancy on the Board with a Replacement Nominee after the 2015 Annual Meeting and prior to the 2016 Annual Meeting. The Company agreed to file a press release regarding the Agreement in the form attached as Annex A to the Agreement.

Concurrent with and subject to the execution and delivery of the Agreement, TPT, M Sacks and IMPD GmbH entered into an amendment to the Stockholders’ Agreement, dated as of January 31, 2014, by and among such parties (the “Stockholders’ Agreement”), to terminate the voting provisions contained in Section 4 of the Stockholders’ Agreement pursuant to which they collectively agreed to vote their ULURU shares. As a result of the termination of such voting provisions, M Sacks, TPT and IPMD shall no longer be deemed to be a “group” within the meaning of Rule 13d-5(b) under the Exchange Act.

Other than as described above or elsewhere in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Issuer.

 Item 5(a), (b) and (c) of the Schedule 13D are amended and supplemented as follows:

 (a)     Centric Capital directly beneficially owns 20,000 shares of Common Stock and by virtue of his control of Centric Capital as its Managing Member, B Sacks is deemed to beneficially own such 20,000 shares of Common Stock, representing 0.08% of the issued and outstanding shares of Common Stock.

M Sacks beneficially owns 2,000,000 shares of Common Stock, representing 8.06% of the issued and outstanding shares of Common Stock.

TPT beneficially owns 1,000,000 shares of Common Stock, representing 4.03% of the issued and outstanding shares of Common Stock.

The foregoing percentages are based upon 24,819,534 shares of Common Stock outstanding as of May 15, 2015, as represented in ULURU’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, as filed with the Securities and Exchange Commission on May 15, 2015.

The Reporting Persons disclaim any beneficial ownership or pecuniary interest in the shares of Common Stock beneficially owned by TPT or M Sacks.  Any information regarding TPT described in this Schedule 13D is based on information provided by TPT to the Reporting Persons.  Any information regarding M Sacks described in this Schedule 13D is based on information provided by M Sacks to the Reporting Persons.

B Sacks, Centric Capital and M Sacks may continue to be deemed to be a “group” within the meaning of Rule 13d-5(b) under the Exchange Act, however, as of the date of the Agreement, TPT shall no longer be deemed to be a member of a “group” with B Sacks, Centric Capital and M Sacks. Accordingly, since TPT is no longer a “group” member and its beneficial ownership of Common Stock is less than 5%, it has made an exit filing.

 (b)         Following the termination of the voting provisions of the Stockholders’ Agreement, TPT has sole voting and dispositive power with respect to the 1,000,000 shares of Common Stock it directly beneficially owns and M Sacks has sole voting and dispositive power with respect to the 2,000,000 shares of Common Stock he directly beneficially owns.

Centric Capital has sole voting and dispositive power over 20,000 shares of Common Stock, which shares are deemed to be beneficially owned by B Sacks by virtue of his control of Centric Capital as its Managing Member.

(c)           M Sacks and Centric Capital entered into a Put and Call Agreement on July 29, 2015 (the “Put and Call Agreement”). Under the Put and Call Agreement, (i) at any time on or after January 1, 2016 but prior to July 31, 2022, M Sacks has the right to sell to Centric Capital and Centric Capital has agreed to purchase from M Sacks, at a purchase price of $0.25 per share, all or any portion of the shares of Common Stock beneficially owned by M Sacks, and (ii) at any time on or after August 1, 2016 but prior to July 31, 2022, Centric Capital has the right to purchase from M Sacks and M Sacks has agreed to sell to Centric Capital, at a purchase price of $0.60 per share, all or any portion of the shares of Common Stock beneficially owned by M Sacks. In connection with any transfer of shares of Common Stock pursuant to the Put and Call Agreement, M Sacks will assign his rights under the Stockholders’ Agreement and the Registration Rights Agreement with respect to the transferred shares to Centric Capital and it shall become a party to these agreements.

Except as described above, no transactions in the shares of Common Stock have been effected by the Reporting Persons during the past 60 days and to the knowledge of the Reporting Persons, no transactions in the shares of Common Stock have been effected by any of the other persons named in paragraph (a) above during the past 60 days.

Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended by adding thereto the information contained in Items 4 and 5 of this Amendment No. 2 and as follows:

References to and descriptions of the Agreement, the Amendment to Stockholders’ Agreement and the Put and Call Agreement included in this Schedule 13D do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements attached hereto as Exhibits 99.1, 99.2 and 99.3, and each is incorporated herein by this reference.

Item 7.  Material to be Filed as Exhibits.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Exhibit 99.1

ULURU Inc.

4452 BELTWAY DRIVE

ADDISON, TX 75001

July 27, 2015

The Punch Trust

c/o Clermont Corporate

Services Limited

Nerine Chambers

P.O. Box 905

Road Town, Tortola

British Virgin Islands

Michael I. Sacks

11th Floor, Sandton City Office Towers

Sandhurst, Ext 3, Sandton, 2196

South Africa

Dear Sirs:

ULURU Inc. (the “Company”) is in receipt of the letter from Clermont Corporate Services Limited as Trustee of The Punch Trust (“TPT”) dated April 1, 2015 with respect to its submission of nominations (the “TPT Nominations Letter”) in accordance with the Company’s bylaws of two individuals for election to the Company’s Board of Directors (the “Board”) at the Company’s 2015 annual meeting of stockholders (the “2015 Annual Meeting”). The Company’s Board has determined that it is in the best interests of the Company and its stockholders to reach an agreement with respect to the TPT Nominations Letter and certain other matters, as provided for in this letter agreement (this “Agreement”):

“Designees”). The vacancy on the Board shall not be filled until the 2015 Annual Meeting and the Board shall not be further expanded before the 2015 Annual Meeting. The Designees shall be subject to all policies of the Board applicable to all directors generally, including the Company’s Board Confidentiality Policy.

signature requested, to the address of such party’s principal place of business or as otherwise provided by applicable law.  The prevailing party in a proceeding arising in connection with the enforcement of this Agreement shall be reimbursed by the party found to have breached this Agreement for such non-breaching party’s reasonable attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such proceeding. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF.

Sincerely,

ULURU Inc.

Annex A

Press Release

ULURU NEWS

Contact: Company

Kerry P. Gray

President & CEO

Terry K. Wallberg

Vice President & CFO

(214) 905-5145

ULURU INC.

ANNOUNCES THE SCHEDULE FOR THE 2015 ANNUAL MEETING OF STOCKHOLDERS AND THE APPOINTMENT OF BRADLEY J. SACKS TO THE BOARD OF DIRECTORS

Addison, Texas, July __, 2015; ULURU Inc. (OTCQB: ULUR) announced today the schedule for the 2015 Annual Meeting of Stockholders and the appointment of Bradley J. Sacks to the Company’s Board of Directors.

The Company’s Board of Directors has determined that the 2015 Annual Meeting of the Stockholders will be held on Friday, September 25, 2015 at 10:00 a.m., Central Daylight Time at the offices of ULURU Inc., 4452 Beltway Drive, Addison, TX 75001.

In accordance with the provisions of the Company’s bylaws, the Board of Directors has fixed the close of business on July 31, 2015, as the record date for the determination of the holders of the shares of our Common Stock entitled to notice of, and to vote at, the 2015 Annual Meeting of Stockholders, and at any adjournment or postponement.

In response to the nomination of two directors by a major stockholder, the Company’s Board of Directors has agreed to expand the Board of Directors from four to five members immediately and to six directors at the 2015 Annual Meeting of Stockholders. The Board appointed Bradley J. Sacks to fill the initial vacancy on the Company’s Board of Directors. Mr. Sacks is an investor and advisor, and has been since 2009 the managing member of Centric Capital Ventures LLC, a private investment entity. Centric Capital has a 50% ownership position in a company that has licensed the rights to Altrazeal® for distribution in South Africa. From 2006 to 2009, Bradley J. Sacks was the Managing Director, Global Head of Technology, Media and Telecom M&A, of Bank of America Securities.

In addition, the Board of Directors will be recommending the appointment of Robert F. Goldrich to fill the sixth seat on the board at the 2015 Annual Meeting of Stockholders. Mr. Goldrich has extensive experience in global financial markets having worked for

Credit Suisse and Morgan Stanley & Co.

As part of the agreement, the nominating stockholder and Michael I. Sacks agreed to terminate the joint voting provisions of a stockholders’ agreement between them and IPMD GmbH, the largest stockholder of the Company.

About ULURU Inc.:

ULURU Inc. is a specialty pharmaceutical company focused on the development of a portfolio of wound management and oral care products to provide patients and consumers improved clinical outcomes through controlled delivery utilizing its innovative Nanoflex® Aggregate technology and OraDisc™ transmucosal delivery system. For further information about ULURU Inc., please visit our website at www.uluruinc.com. For further information about Altrazeal®, please visit www.Altrazeal.com.

ULURU Inc. (OTCQB: ULUR) trades on the OTCQB Venture stage marketplace for early stage and developing U.S. and international companies. Companies are current in their reporting and undergo an annual verification and management certification process. Investors can find Real-Time quotes and market information for the company on www.otcmarkets.com.

This press release contains certain statements that are forward-looking within the meaning of Section 27a of the Securities Act of 1933, as amended. These statements are subject to numerous risks and uncertainties, including but not limited to the risk factors detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, and other reports filed by us with the Securities and Exchange Commission.

Exhibit 99.2

AMENDMENT TO STOCKHOLDERS’ AGREEMENT

THIS AMENDMENT TO STOCKHOLDERS’ AGREEMENT (this “Amendment”) is made as of July 27, 2015 by and among Michael Sacks (“Sacks”), The Punch Trust (“TPT”) and IPMD GmbH, an Austrian limited liability company (“IPMD” and, collectively, with Sacks and TPT, the “Investors”).

WHEREAS, the Investors hold shares of ULURU Inc. (“ULURU”) common stock;

WHEREAS, the Investors entered into that certain Stockholders’ Agreement dated as of January 31, 2014 (the “Stockholders’ Agreement”) with respect to certain matters relating to their investment in ULURU;

WHEREAS, concurrent with the execution and delivery of this Amendment, Sacks, TPT and the ULURU are entering into a letter agreement with respect to the election of two nominees to ULURU’s Board of Directors (the “Letter Agreement”); and

WHEREAS, the Investors now desire to amend the Stockholders’ Agreement to terminate the provisions therein with respect to the voting of ULURU shares.

NOW, THEREFORE, in consideration of the premises and of the mutual consents and obligations hereinafter set forth, the parties hereto agree as follows:

1.      Amendment. Section 4 (inclusive of Sections 4.1 through 4.6) of the Stockholders’ Agreement is hereby deleted in its entirety and the provisions therein with respect to voting ULURU shares are hereby terminated.

2.      Effectiveness; Effect of Amendment. This Amendment shall only become effective upon the effectiveness of the Letter Agreement. If the Letter Agreement does not become effective, this Amendment shall be null and void. The parties hereby agree and acknowledge that except as provided in this Amendment, the Stockholder’s Agreement remains in full force and effect and has not been modified or amended in any other respect, it being the intention of the parties hereto that this Amendment and the Stockholders’ Agreement be read, construed and interpreted as one and the same instrument.

3.      Applicable Law. This Amendment shall be construed and enforced in accordance with the laws of the State of New York, without regard to conflict of law principles that would result in the application of any law other than the law of the State of New York.

4.      Counterparts. This Amendment may be executed and delivered (including by facsimile or other electronic transmission) in multiple counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

5.      Further Assurances. In the event that any further action is necessary or desirable to carry out the purposes of this Amendment in a manner consistent with this Amendment, each of the parties will take such further action as the requesting party may reasonably request.

IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.

Exhibit 99.3

Put and call Agreement

THIS put and call Agreement (this “Agreement”) is made and entered into as of July 29, 2015 by and between Michael I.  Sacks (“Sacks”) and Centric Capital Ventures LLC, a Delaware limited liability company (“Centric”).

WHEREAS, Sacks currently beneficially owns 2,000,000 shares (the “Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), of ULURU Inc., a Nevada corporation (“ULURU”), which he acquired under the Assignment Agreement, dated as of January 31, 2014, among Sacks, IPMD GmbH (“IPMD”) and The Punch Trust (“TPT”), pursuant to which IPMD assigned to Sacks and TPT its rights and interests to purchase up to 3,000,000 shares of Common Stock as detailed in a warrant dated December 21, 2012, as amended;

WHEREAS, the Common Stock is currently illiquid and does not trade on a national stock exchange and the Share price has been relatively volatile since date the Shares were first acquired by Sacks;

WHEREAS, the average per share price of the Common Stock over the four weeks prior to the date of this Agreement was below $0.45 per share;

WHEREAS, pursuant to the Stockholders’ Agreement, dated as of January 31, 2014, by and among Sacks, IPMD and TPT, as amended by Amendment to Stockholders’ Agreement, dated as of July 27, 2015 (the “Stockholders’ Agreement”), certain transfers of Shares by Sacks are subject to rights of first refusal and co-sale, however, a transfer of Shares to Centric would be exempt from such restrictions;

WHEREAS, Sacks may transfer rights under the Registration Rights Agreement, dated as of January 31, 2014, by and among Sacks, TPT and ULURU (the “Registration Rights Agreement”), to Centric;

WHEREAS, once exercisable, the Put Right (as defined below) would provide Sacks with the opportunity for immediate liquidity with respect to the Shares; and

WHEREAS, the parties hereto desire to set forth in this Agreement certain rights and obligations with respect to the Shares.

NOW, THEREFORE, in consideration of the mutual promises and conditions hereinafter set forth, the parties hereto agree as follows:

1.            Right to Put.

(a)          General.  At any time on or after January 1, 2016 but prior to July 31, 2022, Sacks shall have the right to sell to Centric and Centric agrees to purchase from Sacks, for the Put Payment Amount (as defined below), all or any portion of the Shares as indicated in a Put Notice (as defined below) from Sacks (the “Put Right”).

(b)          Method of Exercise.  Sacks may exercise the Put Right by delivering to Centric a notice of his intent to sell Shares pursuant to Section 1(a) in the form attached hereto as Exhibit A (the “Put Notice”).  In the event that the initial Put Notice does not provide for the purchase of all of the Shares, from time to time thereafter, Sacks may deliver subsequent Put Notices, provided, however, no Put Notice may be delivered sooner than three months following the delivery of the prior Put Notice.  If, within five Business Days of receiving a Put Notice, Centric notifies Sacks that it has engaged in one or more transactions in ULURU securities (each, a “Sale Transaction”) during the prior six months that could be matched against the purchase of Shares upon the exercise of the Put Right and trigger liability for Centric under Section 16(b) of the Securities Exchange Act of 1934 (“Section 16(b)”), then such Put Notice shall be deemed rescinded and Sacks may not deliver another Put Notice until the Business Day after the expiration of the six month period following the latest Sale Transaction (the “Put Blackout Period”).  Following any such Put Notice rescission, Centric shall not voluntarily enter into any additional Sale Transactions sooner than one month following the end of the Put Blackout Period.

(c)          Closing.  The closing of each purchase and sale pursuant to the exercise of the Put Right shall be held on a date mutually agreed to by Sacks and Centric, which shall be no later than the tenth Business Day (as defined below) after Sacks’ delivery to Centric of the Put Notice (the “Put Closing”).  On or before the date of the Put Closing, (i) Centric shall (A) cause the Put Payment Amount in immediately available funds to be deposited in escrow with an escrow agent mutually agreeable to Sacks and Centric (the “Escrow Agent”) by wire transfer to the Escrow Agent’s account provided in writing to Sacks and Centric (the “Escrow Account”) and (B) deliver executed Joinder Documents (as defined below) to the Escrow Agent, and (ii) Sacks shall deliver to the Escrow Agent a copy of the Put Notice and a certificate representing the Shares to be sold, which certificate shall be issued in Centric’s name (or in the name of Centric’s nominee if notice of such issuance shall have been provided by Centric to Sacks and the Escrow Agent).  Following the Escrow Agent’s receipt of such documents and the Put Payment Amount, the Escrow Agent shall transfer the Put Payment Amount to Sacks at an account provided in writing by Sacks to the Escrow Agent, deliver to Centric the certificate representing the Shares sold pursuant to the exercised Put Right and deliver the Joinder Documents to the parties to the Stockholders’ Agreement and Registration Rights Agreement as provided therein.

2.            Right to Call.

(a)          General.  At any time on or after August 1, 2016 but prior to July 31, 2022, Centric shall have the right to purchase from Sacks and Sacks agrees to sell to Centric, for the Call Payment Amount (as defined below), all or any portion of the Shares as indicated in a Call Notice (as defined below) from Centric (the “Call Right”).

(b)          Method of Exercise.  Centric may exercise the Call Right by delivering to Sacks a notice of its intent to purchase Shares pursuant to Section 2(a) in the form attached hereto as Exhibit B (the “Call Notice”).  In the event that the initial Call Notice does not provide for the purchase of all of the Shares, from time to time thereafter, Centric may deliver subsequent Call Notices, provided, however, no Call Notice may be delivered sooner than three months following the delivery of the prior Call Notice.  If, within five Business Days of receiving a Call Notice, Sacks notifies Centric that he has engaged in one or more transactions in ULURU securities

(each, a “Purchase Transaction”) during the prior six months that could be matched against the sale of Shares upon the exercise of the Call Right and trigger liability for Sacks under Section 16(b), then such Call Notice shall be deemed rescinded and Centric may not deliver another Call Notice until the Business Day after the expiration of the six month period following the latest Purchase Transaction (the “Call Blackout Period”).  Following any such Call Notice rescission, Sacks shall not voluntarily enter into any additional Purchase Transactions sooner than one month following the end of the Call Blackout Period.

(c)          Closing.  The closing of each purchase and sale pursuant to the exercise of the Call Right shall be held on a date mutually agreed to by Sacks and Centric, which shall be no later than the tenth Business Day after Centric’s delivery to Sacks of the Call Notice (the “Call Closing”).  On or before the date of the Call Closing, (i) Centric shall (A) cause the Call Payment Amount in immediately available funds to be deposited in the Escrow Account by wire transfer, and (B) deliver to the Escrow Agent a copy of the Call Notice and executed Joinder Documents, and (ii) Sacks shall deliver to the Escrow Agent a certificate representing the Shares to be purchased, which certificate shall be issued in Centric’s name (or in the name of Centric’s nominee if notice of such issuance shall have been provided by Centric to Sacks and the Escrow Agent).  Following the Escrow Agent’s receipt of such documents and the Call Payment Amount, the Escrow Agent shall transfer the Call Payment Amount to Sacks at an account provided in writing by Sacks to the Escrow Agent, deliver to Centric the certificate representing the Shares sold pursuant to the exercised Call Right and deliver the Joinder Documents to the parties to the Stockholders’ Agreement and Registration Rights Agreement as provided therein.

3.            Actions under the Stockholders’ Agreement and Registration Rights Agreement.  

In connection with any Put Closing or Call Closing, all of Sacks’ rights under the Stockholders’ Agreement and Registration Rights Agreement with respect to the Shares being so purchased shall be transferred to Centric effective as of the date of such Put Closing or Call Closing.  Prior to any Put Closing or Call Closing, Sacks shall provide the applicable notices to the Company, TPT and IPMD required under the Stockholders’ Agreement and the Registration Rights Agreement and Centric shall have executed and delivered to the Escrow Agent a counterpart signature page to such agreements, or joinder agreements, as confirmation that Centric shall be bound by all of the terms and conditions of the Stockholders’ Agreement and Registration Rights Agreement, as applicable (the “Joinder Documents”).  The forms of Joinder Documents shall be provided by Sacks to Centric, and shall be reasonably acceptable to Centric.

4.            Miscellaneous.

(a)          Certain Definitions.  For purposes of this Agreement:

(i)          “Business Day” shall mean a day other than a Saturday, Sunday or other day on which banks are authorized or required by law to close in each of New York City, London and Johannesburg.

(ii)         “Call Payment Amount” shall equal $0.60 per Share (subject to appropriate adjustment in the event of any stock dividend, stock split,

reverse stock split, combination, merger, consolidation or other similar transaction with respect to the Common Stock or ULURU).

(iii)        “Put Payment Amount” shall equal $0.25 per Share (subject to appropriate adjustment in the event of any stock dividend, stock split, reverse stock split, combination, merger, consolidation or other similar transaction with respect to the Common Stock or ULURU).

(b)          Successors and Assigns.  The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.  Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

(c)          Governing Law.  This Agreement and any controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles.

(d)          Counterparts; Electronic Delivery.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.  Counterparts may be delivered via facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

(e)          Titles and Subtitles.  The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

(f)          Notices.  Unless the parties otherwise agree, (i) all notices and other communications, waivers, consents and amendments given or made pursuant to this Agreement shall be delivered via email to Sacks at mottysacks@gmail.com and to Centric at bradsacks@centriccapital.com and (ii) certificates evidencing Shares purchased upon exercise of a Put Right or Call Right shall be delivered to Centric at the address notified by Centric from time to time.  In the event that Sacks delivers a Put Notice and Centric delivers a Call Notice on the same day, then the operative exercise shall be the first notice to have been delivered, based on Greenwich Mean Time.

(g)          Consent Required to Amend, Terminate or Waive.  This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by Sacks and Centric.

(h)          Specific Enforcement.  Each party acknowledges and agrees that each party hereto will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached.  Accordingly, each of the parties hereto shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter

jurisdiction (without the need to provide any bond or other security).  Further, each party waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach.  All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

(i)          Attorneys’ Fees.  Each party shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of the Agreement.  If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and disbursements in addition to any other relief to which such party may be entitled.

(j)          Delays or Omissions.  No delay or omission to exercise any right, power or remedy accruing to either party under this Agreement, upon any breach or default of the other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.  All remedies, either under this Agreement or by law or otherwise afforded to either party, shall be cumulative and not alternative.

(k)          Severability.  The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision, each of which shall remain in full force and effect and in lieu of such invalid or unenforceable provisions there shall be automatically added as part of this Agreement a valid and enforceable provision as similar in terms to the invalid or unenforceable provision as possible considering the intent of the parties hereto and the bargained for consideration or benefits to be received by each party hereto.

(l)          Entire Agreement.  This Agreement (including the Exhibits hereto) constitutes the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.

(m)          Certain Adjustments.  In the event of any issuance of additional shares of Common Stock to Sacks or a change effected to reduce the number of shares of Common Stock (including, without limitation, in connection with any stock split, stock dividend, reverse stock split or other combination, recapitalization, reorganization or the like), such new or adjusted shares shall be considered “Shares” and become subject to this Agreement.

(n)          Further Assurances.  At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at the request of the other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the parties hereunder.

Waiver of Jury Trial: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE Shares OR THE SUBJECT MATTER HEREOF.  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 TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have executed this Put and Call Agreement as of the date first written above.

SIGNATURE PAGE TO PUT and call Agreement

Exhibit A

Put Notice

In accordance with the Put and Call Agreement dated as of July 29, 2015 (the “Put and Call Agreement”), by and between Michael I.  Sacks (“Sacks”) and Centric Capital Ventures LLC (“Centric”), Sacks hereby exercises his right to sell to Centric, and shall sell to Centric, upon receipt of $________ (representing the Put Payment Amount), ________ shares of Common Stock.

The Put Payment Amount is to be paid, and the Put Closing is to be consummated, in the manner set forth in the Put and Call Agreement.

All capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Put and Call Agreement.

Dated: _________________

Exhibit B

Call Notice

In accordance with the Put and Call Agreement dated as of July 29, 2015 (the “Put and Call Agreement”), by and between Michael I.  Sacks (“Sacks”) and Centric Capital Ventures LLC (“Centric”), Centric hereby exercises its right to purchase from Sacks, and shall purchase from Sacks, upon payment of $___________ (representing the Call Payment Amount), ________ shares of Common Stock.

The Call Payment Amount is to be paid, and the Call Closing is to be consummated, in the manner set forth in the Put and Call Agreement.

All capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Put and Call Agreement.

Dated: _________________

CENTRIC CAPITAL VENTURES LLC

Exhibit 99.4

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.