UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13D/A 

[Rule 13d-101]

Under the Securities Exchange Act of 1934

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO SECTION 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO SECTION 240.13d-2(a)

(Amendment No. 1)

H-Cyte, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

404124109

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 17, 2020

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: ☐

Amendment No. 1 to Statement on Schedule 13D

This Amendment No. 1 to Statement on Schedule 13D (this “Amendment No. 1”) amends the Statement on Schedule 13D of FWHC Holdings, LLC, HOA Capital, LLC and J. Rex Farrior, III filed with the Securities and Exchange Commission on February 25, 2020 (the “Statement”), in order to reflect the formation of a group with FWHC Bridge, LLC, Todd R. Wagner and FWHC Bridge Friends, LLC and provide other information required by Schedule 13D. Except as specifically amended by this Amendment No. 1, the Statement remains in full force and effect. Capitalized terms used and not otherwise defined in this Amendment No. 1 shall have the meanings given to them in the Statement. The information set forth in response to each separate Item shall be deemed to be a response to all Items where such information is relevant.

The following Items of the Statement are amended as follows:

Item 1 is hereby amended and restated in its entirety as follows:

This Statement relates to the beneficial ownership by FWHC Holdings, LLC (“FWHC”), HOA Capital LLC (“HOA Capital”), J. Rex Farrior, III (“Mr. Farrior”), FWHC Bridge, LLC (“Bridge”), Todd R. Wagner (“Mr. Wagner”) and FWHC Bridge Friends, LLC (“Bridge Friends”, and collectively with FWHC, HOA Capital, Mr. Farrior, Bridge and Mr. Wagner, the “Reporting Persons”) of shares of common stock, $0.001 par value (the “Common Stock”) of H-Cyte, Inc., a Nevada corporation (the “Issuer”), issuable upon conversion of Series D Convertible Preferred Stock of the Issuer, $0.001 par value per share (the “Series D Preferred Stock”) and the exercise of warrants to purchase shares of Common Stock, in each case as acquired by FWHC on November 15, 2019 in a private placement by the Issuer of Series D Preferred Stock and related warrants (the “November 2019 Offering”) pursuant to a Securities Purchase Agreement.

In the November 2019 Offering, FWHC acquired 146,997.57 shares of Series D Preferred Stock for a purchase price of $40.817 per share, along with a 10-year warrant to purchase up to 14,669,757 shares of Common Stock at an exercise price of $0.75 per share, which such exercise price has been subsequently reduced to the purchase price in the Qualified Financing (as further described in Item 4 below).

On April 17, 2020, Bridge and Bridge Friends acquired securities of the Issuer as further described in Item 4 below; however, because of the conversion and exercise terms of such securities, they do not, as of the date of filing of this Amendment, give rise to beneficial ownership of Common Stock by any of the Reporting Persons, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Issuer has its principal executive offices at 201 East Kennedy Boulevard, Suite 700, Tampa, Florida 33602.

Item 2 is hereby amended and restated in its entirety as follows:

The record holder of the securities to which this Statement relates, i.e., the Series D Preferred Stock and related warrants, is FWHC, which acquired such securities on November 15, 2019. As described in Item 4 below, which description is incorporated by reference herein, on April 17, 2020, Bridge and Bridge Friends acquired securities of the Issuer; however, because of the conversion and exercise terms of such securities, they do not, as of the date of filing of this Amendment, give rise to beneficial ownership of Common Stock by any of the Reporting Persons, as defined in Rule 13d-3 under the Exchange Act.

HOA Capital is the sole manager of each of FWHC and Bridge Friends. Mr. Farrior is the manager of HOA Capital. Mr. Wagner is the manager of Bridge. Mr. Farrior and Mr. Wagner have in the past jointly invested in projects and may be deemed to be acting in concert with one another with respect to the securities of Issuer held of record by any of the Reporting Persons.

As a result, each of FWHC, HOA Capital, Bridge, Bridge Friends, Mr. Farrior and Mr. Wagner may be deemed to share voting and dispositive power with respect to the securities of the Issuer held of record by any of the Reporting Persons. For purposes of acquiring, holding or disposing of securities of the Issuer, each of FWHC, HOA Capital, Bridge, Bridge Friends, Mr. Farrior and Mr. Wagner are deemed to be members of a group.

The business address of each of FWHC, HOA Capital, Bridge Friends and Mr. Farrior is 1306 W Kennedy Blvd, Tampa, Florida 33606. The business address of each of Bridge and Mr. Wagner is 334 East Lake Road, Suite 176, Palm Harbor, Florida 34685. FWHC, HOA Capital, Bridge and Bridge Friends are each principally engaged in the business of investment in securities. The present principal occupation of each of Messrs. Farrior and Wagner is also investment in securities.

During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons have been party to a civil proceeding of a judicial or administrative body of competent jurisdiction or have been or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

FWHC, HOA Capital, Bridge and Bridge Friends are each limited liability companies duly organized in the State of Delaware. Each of Messrs. Farrior and Wagner is a citizen of the United States of America.

Item 3 is hereby amended and restated in its entirety as follows:

The information set forth in Item 4 hereof is incorporated herein by reference.

Item 4 is hereby amended and restated in its entirety as follows:

The November 2019 Offering

In the November 2019 Offering, FWHC acquired 146,997.57 shares of Series D Preferred Stock for a purchase price of $40.817 per share, along with a 10-year warrant to purchase up to 14,669,757 shares of Common Stock at an exercise price of $0.75 per share. FWHC did not pay additional consideration for the warrant. FWHC used available working capital for this purchase.

The April 2020 Offering

On April 17, 2020, in connection with a private placement of securities by the Issuer to 32 investors (the “April 2020 Offering”), Bridge and Bridge Friends entered into a Secured Convertible Note and Warrant Purchase Agreement with the Issuer (the “Note Purchase Agreement”), pursuant to which (i) Bridge purchased two secured convertible promissory notes in the original principal amount of $1,000,000 (“Bridge Note #1”) and $1,535,570 (“Bridge Note #2”), respectively, from the Issuer and (ii) Bridge Friends purchased a secured convertible promissory note in the original principal amount of $100,000 (“Bridge Friends Note”) from the Issuer. Each of Bridge Note #1, Bridge Note #2 and the Bridge Friends Note are convertible into shares of the Issuer’s stock upon the terms and conditions set forth therein. If the amounts due under the notes are not repaid before the closing of the Qualified Financing (as defined below), the outstanding principal balance and accrued and unpaid interest on the notes is automatically converted into shares of the series of preferred stock issued in the Qualified Financing, in which case the conversion price will be equal to the lesser of (i) the price per share paid by an investor in the Qualified Financing for the preferred stock and (ii) the price per share obtained by dividing (x) $3,000,000 by (y) the number of fully diluted shares of the Issuer outstanding immediately prior to the Qualified Financing.

“Qualified Financing” is defined as an offering of preferred stock of at least $3.6 million, exclusive of the conversion of the notes or the Backstop Commitment (as defined below), which is contemplated to be effected in the form of a rights offering to holders of the then-outstanding Common Stock. If a Qualified Financing closing does not take place on or prior to October 31, 2020, the notes become convertible at the option of the holders into the number of shares of Series D Preferred Stock as is equal to the quotient obtained by dividing the outstanding principal balance and unpaid interest on each note being converted as of the date of conversion by the product of (x) 50 and (y) the quotient obtained by dividing $3,000,000 by the number of fully diluted shares of the Issuer outstanding immediately prior to the conversion.

In connection with its receipt of Bridge Note #1 and Bridge Note #2 in the April 2020 Offering, Bridge received (A) a warrant to purchase up to 200% of the aggregate number of shares of Common Stock of Issuer into which Bridge Note #1 may ultimately be converted (“Bridge Warrant #1”) and (B) a warrant to purchase up to 100% of the aggregate number of shares of Common Stock of Issuer into which Bridge Note #2 may ultimately be converted (“Bridge Warrant #2”). In connection with its receipt of the Bridge Friends Note, Bridge Friends received a warrant to purchase up to 100% of the aggregate number of shares of Common Stock of Issuer into which the Bridge Friends Note may ultimately be converted (“Bridge Friends Warrant”). All such warrants have exercise prices equal to the purchase price in the Qualified Financing. Neither Bridge nor Bridge Friends paid additional consideration for such warrants.

Bridge and Bridge Friends used available working capital for the purchase of their respective notes in the April 2020 Offering.

As part of the April 2020 Offering, the Issuer and FWHC entered into an amendment to the warrant previously received by FWHC to purchase an aggregate of 14,699,757 shares of the Common Stock to lower the exercise price on such warrant from $0.75 per share to the purchase price in the Qualified Financing. The number of shares of Common Stock that may be acquired by FWHC under such warrant remain unchanged.

The Note Purchase Agreement provides a commitment on the part of each note purchaser, including Bridge and Bridge Friends, to agree to invest at the Qualified Financing, on a pro rata basis based on the relative principal amount of their respective notes, an identical dollar amount as purchased by such note purchaser in the April 2020 Offering as a backstop commitment (the “Backstop Commitment”). The Qualified Financing is contemplated to be made in the form of a rights offering to holders of the then-outstanding shares of Common Stock. Accordingly, in the event that any of the Issuer’s stockholders do not participate in the Qualified Financing, their purchase would be filled in part by the note purchasers through the Backstop Commitment. In the event that any note purchaser fails to fulfill its Backstop Commitment obligation, then the warrants issued to such note purchaser in the April 2020 Offering will be canceled and their notes would convert into shares of Common Stock of the Issuer at the Qualified Financing instead of the preferred shares offered for sale in such Qualified Financing that all other notes would convert into. Further, as a condition to their purchase of notes at the April 2020 Offering, each note purchaser further agreed that their participation in the Qualified Financing would be limited solely to their Backstop Commitment and that they would not separately acquire shares of stock in the Issuer through subscriptions in the Qualified Financing or through any other means without the prior consent of Bridge.

Separate from its acquisition of notes and warrants pursuant to the April 2020 Financing, on March 27, 2020, Bridge purchased a 12% Senior Secured Convertible Note due September 30, 2020 (the “Hawes Note”) that was originally issued by the Issuer to George Hawes (“Hawes”) from Hawes for a purchase price of $424,615, pursuant to an Assignment Agreement dated as of such date among Bridge, the Issuer and Hawes (the “Assignment Agreement”). Simultaneously with its acquisition of the Hawes Note, the Issuer and Bridge subsequently entered into a First Amendment to 12% Senior Secured Convertible Note due September 30, 2020 (the “Hawes Note Amendment”), to among other things, eliminate the requirement for payment of interest under the Hawes Note prior to maturity and to ensure that the outstanding principal balance and accrued and unpaid interest on the Hawes Note would automatically be converted into shares of the series of preferred stock issued in the Qualified Financing at a conversion price equal to the lesser of (x) $0.36 per share and (y) 90% of the price per share paid by an investor in the Qualified Financing for the preferred stock.

The Reporting Persons expect that, immediately prior to the commencement of the Qualified Financing, the Company’s charter would be amended to increase the number of authorized capital stock, to create a new series of preferred stock, and to provide for conversion of each share of the Company’s outstanding Series B Preferred Stock, par value $0.001 per share, and Series D Preferred Stock, including the Series D Preferred Stock acquired by FWHC in the November 2019 Offering, into shares of Common Stock.

Upon closing of the Qualified Financing, the Reporting Persons would expect to beneficially own (as defined in Rule 13d-3 under the Exchange Act) in excess of 50% of the Common Stock.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including but not limited to the Reporting Persons’ respective businesses, financial positions, strategic directions and prospects, price levels of the Common Stock, conditions of the securities markets, and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they may deem appropriate, including but not limited to changing their current intentions, with respect to any or all matters required to be disclosed in this Statement. Without limiting the foregoing, the Reporting Persons may, from time to time, acquire or cause their respective affiliates to acquire additional shares of capital stock of the Issuer, dispose of some or all of their securities, continue to hold the securities (or any combination or derivative thereof), or engage in transactions that may make the Common Stock eligible for termination of registration pursuant to section 12(g)(4) of the Exchange Act.

Except as set forth herein, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons have no present plans or proposals that would relate to or result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D of the Securities Exchange Act of 1934; provided that the Reporting Persons may, at any time, review or reconsider their position with respect to the Issuer and reserve the right to develop such plans or proposals.

Item 5(b) is hereby amended and restated in its entirety as follows:

(b)       The following table sets forth the number of Shares as to which each Reporting Person has (i) the sole power to vote or direct the voting, (ii) the sole power to dispose or to direct the disposition, or (iii) shared power to vote or direct the vote or dispose or direct disposition:

Item 6 is hereby amended by adding the following thereto:

The foregoing descriptions of the Note Purchase Agreement, Bridge Note #1, Bridge Note #2, Bridge Warrant #1, Bridge Warrant #2, Bridge Friends Note, Bridge Friends Warrant, Assignment Agreement and Hawes Note Amendment are qualified in their entirety by references to the full text of each of such documents, copies of which are filed as Exhibits 6 through 14 hereto.

Item 7 is hereby amended by adding reference to the following additional 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.

Page 13 of 13

EXHIBIT 6

Note Purchase Agreement

H-CYTE, INC.

SECURED CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT

as of April 17, 2020

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SECURED CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT

This Secured Convertible Note and Warrant Purchase Agreement (this “Agreement”) is entered into as of April 17, 2020 (the “Effective Date”), by and among H-Cyte, Inc., a Nevada corporation (the “Company”), FWHC Bridge, LLC, a Delaware limited liability company (the “Lead Purchaser”) and any other Purchaser delivering a counterpart signature page to this Agreement.

The parties agree as follows:

1.      Purchase and Sale of Convertible Notes and Warrants.

1.1.            Sale and Issuance of Convertible Notes and Warrants .

(a)               Prior to the Initial Closing (as defined below), the Lead Purchaser advanced funds to the Company in the amount of $1,000,000 (the “Advance”) and the Company executed and delivered to the Lead Purchaser an Amended and Restated Demand Note in the amount of the Advance (the “Advance Note”).

(b)               The initial purchase and sale of the Notes contemplated by this Section 1.1(a) (the “Initial Closing”) will take place remotely via the exchange of documents and signatures on the Effective Date. Subject to the terms and conditions of this Agreement, at the Initial Closing, the Lead Purchaser and the other Purchasers party hereto on the Effective Date (the “Initial Purchasers”) will each advance to the Company an amount equal to the “Bridge Funding Commitment” amount set forth opposite such Initial Purchaser’s name on Schedule I to this Agreement and the Company will sell and issue to each Initial Purchaser a secured convertible promissory note, in the form attached as Exhibit A to this Agreement in the original principal amount of such Initial Purchaser’s Bridge Funding Commitment. At the Initial Closing, the Company will also execute and deliver a separate secured convertible promissory note, also in the form attached as Exhibit A to this Agreement, to the Lead Purchaser in an amount equal to the Advance provided by the Lead Purchaser to the Company prior to the Initial Closing, together with any accrued and unpaid interest thereon (the “Converted Advance Note”), which such Converted Advance Note will serve as an amendment of and substitution for the Advance Note. The secured convertible promissory notes issued at the Initial Closing are referred to herein as the “Initial Notes”. At the Initial Closing, the Company will also execute and deliver to each holder of an Initial Note a ten-year warrant to purchase shares of the Company’s Common Stock, each in the form attached as Exhibit B to this Agreement (the “Initial Warrants”). For further clarity, the Lead Purchaser will receive two separate Warrants at the Initial Closing, (i) a Warrant with respect to the Lead Purchaser’s purchase of an Initial Note at the Initial Closing through the funding of its Bridge Funding Commitment and (ii) a Warrant with respect to the issuance of the Converted Advance Note to the Lead Purchaser (the “Converted Advance Warrant”).

(c)               Following the Initial Closing, the Company may, subject to the approval of the Lead Purchaser, offer, issue and sell, on the same price, terms and conditions as those contained in this Agreement, at one or more subsequent closings (each, an “Additional Closing”), (i) secured convertible promissory notes, each in the form attached as Exhibit A to this Agreement (the “Additional Notes” and together with the Initial Notes, the “Notes”) to the Lead Purchaser and/or one or more additional investors who is a holder of capital stock of the Company and executes a counterpart signature page to this Agreement (the “Additional Purchasers” and together with the Lead Purchaser, the “Purchasers”) and (ii) ten-year warrants to purchase shares of the Company’s Common Stock each in the form attached as Exhibit B to this Agreement (the “Additional Warrants” and together with the Initial Warrants, the “Warrants”). Upon any Additional Closing, Schedule I to this Agreement shall be updated to reflect any Additional Notes and Additional Warrants purchased at such Additional Closing.

(d)               Subject to the terms and conditions of this Agreement, at each Closing, the Company shall deliver to each applicable Purchaser in addition to their Note(s) and Warrant(s): (i) the Security Agreement substantially in the form attached hereto as Exhibit C, duly executed by the Company (the “Security Agreement”), (ii) the Absolute Guaranty of Payment and Performance in the form attached hereto as Exhibit D (the “Subsidiary Guaranty”), duly executed by each Subsidiary of the Company, (iii) the Intellectual Property Security Agreement in the form attached hereto as Exhibit E, duly executed by the Company (the “IP Security Agreement”) and (iv) Subordination Agreements, each substantially in the form attached hereto as Exhibit F, duly executed by each of the holders of outstanding indebtedness of the Company subordinating their indebtedness to the rights of the Purchasers under their Notes (the “Subordination Agreements”). For the avoidance of doubt, the Lead Purchaser shall not be required to deliver a Subordination Agreement with respect to the Hawes Note.

(e)               Each purchase of Securities by a Purchaser is a separate transaction from each other purchase of Securities by any other Purchaser. No Purchaser shall have any obligation to purchase any Securities or otherwise provide any additional funding to the Company other than as set forth on Schedule I and in any event on the terms and subject to the conditions in this Agreement. Any and all obligations of the Purchasers under the Transaction Documents are several and not joint and several; no Purchaser shall be liable for the failure of any other Purchaser to purchase any Securities in accordance with this Section 1.1, for any breach of representation or warranty by any other Purchaser, or for any other act or omission by any other Purchaser.

(f)                Each Warrant issued pursuant to this Agreement shall entitle the Purchaser holding such Warrant the right to purchase up to one hundred percent (100%) of the aggregate number of shares of Common Stock into which such Purchaser’s Note may ultimately be converted, provided, that as partial consideration for the Advance provided by the Lead Purchaser prior to the Effective Date, the Converted Advance Warrant shall entitle the holder thereof to purchase up to two hundred percent (200%) of the aggregate number of shares of Common Stock into which the Converted Advance Note may ultimately be converted. Any Warrant (other than the Converted Advance Warrant) issued to a Purchaser pursuant this Agreement is subject to immediate forfeiture and termination upon a Purchaser Subscription Default with respect to such Purchaser.

1.2.            Use of Proceeds. In accordance with the directions of the Board, the Company will use the proceeds from the sale of the Notes for funding the Company’s payroll and other general corporate purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt, (b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation, or (d) in violation of FCPA or OFAC regulations.

1.3.            Defined Terms Used in this Agreement. The following terms used in this Agreement have the meanings set forth or referenced below.

“Acquiring Person” has the meaning set forth in Section 4.5 of this Agreement.

“Action” means any action, claim, suit, inquiry, notice of violation, proceeding or investigation before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign), whether commenced or threatened.

“Additional Closing” has the meaning set forth in Section 1.1(c) of this Agreement.

“Additional Notes” has the meaning set forth in Section 1.1(c) of this Agreement.

“Additional Purchaser” and “Additional Purchasers” has the meaning set forth in Section 1.1(b) of this Agreement.

“Additional Warrants” has the meaning set forth in Section 1.1(c) of this Agreement.

“Advance” has the meaning set forth in Section 1.1(a) of this Agreement.

“Advance Note” has the meaning set forth in Section 1.1(a) of this Agreement.

“Affiliate” means, with respect to any specified Person, any other Person who or which, directly or indirectly, Controls, is Controlled by, or is under common Control with such specified Person, including, without limitation, any general partner, officer, director, managing member or manager of such Person or any venture capital fund or family office now or hereafter existing that is Controlled by one or more general partners, managing members or managers of, or shares the same management company with, such Person.

“Agreement” has the meaning set forth in the first paragraph of this Agreement.

“Applicable Law” means any domestic or foreign, federal, state or local statute, law, ordinance, policy, guidance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree or other legal requirement, of any governmental authority applicable to the Company or any of its properties, assets, operations, officers, directors, employees, consultants or agents.

“Backstop Commitment” means the commitment under the Equity Commitment Agreement to be entered into immediately prior to the commencement of the Rights Offering among the Company and the Purchasers, pursuant to which the Purchasers (on a pro rata basis based on the relative principal amount of their respective Notes, excluding the Converted Advance Note) will agree to purchase shares of preferred stock in the Company that are not subscribed for by purchasers in the Rights Offering at the offering price, subject to a cap equal to the Aggregate Commitment of the Purchasers (excluding amounts funded under the Converted Advanced Note) as set forth on Schedule I to this Agreement.

“Board” means the Board of Directors of the Company.

“Bridge Funding Commitment” has the meaning set forth in Section 1.1(b) of this Agreement.

“Business Day” means any day other than a Saturday, Sunday or a day on which banks are required or permitted to be closed in Tampa, Florida.

“Certificate” means the Amended and Restated Articles of Incorporation of the Company, filed with the Secretary of State of Nevada on July 11, 2019, as amended by (a) the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of the Company dated as of February 3, 2017, (b) the Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of 5% Series B Preferred Stock of the Company dated as of November 15, 2019, (c) the Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock dated as of October 17, 2018 and (d) the Certificate of Designation of Preferences, Rights and Limitations of Series D Preferred Stock of the Company dated as of November 15, 2019.

“Closing” means the Initial Closing and each Additional Closing (if any).

“Code” means the Internal Revenue Code of 1986, as amended.

“Commission” means the United States Securities and Exchange Commission.

“Common Stock” means shares of the Company’s common stock, par value $0.001 per share.

“Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, the Notes, the Conversion Shares, the Warrants, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive Common Stock.

“Company” has the meaning set forth in the first paragraph of this Agreement.

“Control” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

“Conversion Shares” means, collectively, the shares of the Company’s preferred stock issuable upon conversion of the Notes and the shares of Common Stock issuable upon conversion of such shares of preferred stock.

“Converted Advance Note” has the meaning set forth in Section 1.1(b) of this Agreement.

“Converted Advance Warrant” has the meaning set forth in Section 1.1(b) of this Agreement.

“Disqualifying Event” has the meaning set forth in Section 2.21 of this Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Existing Investment Documents” means, collectively, the Investors’ Rights Agreement, the Right of First Refusal and Co-Sale Agreement, the Voting Agreement, and the Certificate.

“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended.

“Financial Statements” has the meaning set forth in Section 2.6 of this Agreement.

“Hawes Note” has the meaning set forth in Section 4.16 of this Agreement.

“Indebtedness” means, with respect to any Person, without duplication, such Person’s (a) obligations for borrowed money, (b) obligations representing the deferred purchase price of property or services (other than accounts payable arising in the ordinary course of such Person’s business payable on terms customary in the trade and not outstanding more than 90 days past the date of invoice), (c) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or production from property now or hereafter owned or acquired by such Person (but the amount of such Indebtedness shall not exceed the lesser of such Indebtedness or the value of the property subject to such Lien), (d) obligations which are evidenced by notes, acceptances, or other debt instruments, (e) obligations of such Person to purchase securities or other property arising out of or in connection with the sale of the same or substantially similar securities or property, (f) obligations under capitalized leases and obligations created or arising under any conditional sale or other title retention agreement, (g) contingent obligations, (h) obligations under or relating to hedging or swap instruments, (i) off-balance sheet liabilities, (j) obligations under sale and leaseback transactions, and (k) the aggregate undrawn face amount of all letters of credit issued for the account and/or upon the application of such Person together with all unreimbursed drawings with respect thereto.

“Initial Closing” has the meaning set forth in Section 1.1(b) of this Agreement.

“Initial Notes” has the meaning set forth in Section 1.1(b) of this Agreement.

“Initial Purchasers” has the meaning set forth in Section 1.1(b) of this Agreement.

“Initial Warrants” has the meaning set forth in Section 1.1(b) of this Agreement.

“Investors’ Rights Agreement” means the Investors’ Rights Agreement, dated as of November 15, 2019, among the Company and certain stockholders of the Company, as it may be amended and/or restated.

“IP Security Agreement” has the meaning set forth in Section 1.1(b) of this Agreement.

“Lead Purchaser” has the meaning set forth in the first paragraph of this Agreement.

“Lien” means a lien, charge, pledge, security interest, hypothecation, mortgage, encumbrance, right of first refusal, preemptive right or other restriction.

“Material Adverse Effect” means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property or results of operations of the Company and its Subsidiaries.

“Money Laundering Laws” has the meaning set forth in Section 2.26 of this Agreement.

“Notes” has the meaning set forth in Section 1.1(c) of this Agreement.

“OFAC” has the meaning set forth in Section 2.25 of this Agreement.

“Organizational Change” has the meaning set forth in Section 4.11 of this Agreement.

“Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

“Price Protected Securities” has the meaning set forth in Section 2.7 of this Agreement.

“Purchaser” and “Purchasers” has the meaning set forth in Section 1.1(b) of this Agreement.

“Purchaser Party” has the meaning set forth in Section 4.7 of this Agreement.

“Purchaser Subscription Default” has the meaning set forth in Section 4.15(c) of this Agreement.

“Qualified Financing” shall mean a Rights Offering conducted by the Company with aggregate gross cash proceeds to the Company of not less than $3,600,000 (or such lesser amount approved in writing by the Lead Purchaser), which shall be calculated exclusive of (a) any amounts converted under the Notes or any other convertible notes or other monetary obligations which are converted in connection with such Qualified Financing or (b) any amounts received by the Company in connection with the Backstop Commitment at the closing, if any, of the Backstop Commitment.

“Qualified Financing Closing” means (a) the date of the closing of the Rights Offering, assuming all shares of the Company’s preferred stock offered for subscription through the Rights Offering are subscribed in full and (b) the date of the closing of the Backstop Commitment, assuming not all shares of the Company’s preferred stock offered for subscription through the Rights Offering are subscribed in full.

“Qualified Financing Commitment” has the meaning set forth in Section 4.15(a) of this Agreement.

“Required Filings and Approvals” means collectively, (a) the filings required pursuant to Section 4.4, (b) the notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Notes and the listing of the Conversion Shares for trading thereon in the time and manner required thereby and (c) the filing of a Form D with the Commission and such filings as are required to be made under applicable state securities laws.

“Required Minimum” means, as of any date (updated on a monthly basis), the maximum aggregate number of shares of Common Stock then issuable pursuant to the Transaction Documents (including any Warrant Shares or Common Stock issuable upon conversion of Conversion Shares), multiplied by 1.0.

“Right of First Refusal and Co-Sale Agreement” means the Right of First Refusal and Co-Sale Agreement, dated as of November 15, 2019, among the Company and certain stockholders of the Company, as it may be amended and/or restated.

“Rights Offering” means a subscription rights offering to be conducted by Company following the Effective Date with the principal purpose of raising capital in which the existing holders of Common Stock of the Company are offered the right on a pro rata basis to subscribe for shares of the Company’s newly authorized series of preferred stock, subject to the restrictions set forth in Section 4.17 of this Agreement.

“SEC Reports” has the meaning set forth in Section 2.10 of this Agreement.

“Securities” means the Notes, the Warrants, the Conversion Shares and the Warrant Shares.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Security Agreement” has the meaning set forth in Section 1.1(b) of this Agreement.

“Series D Preferred Stock” means the Series D Preferred Stock of the Company, par value $0.001 per share.

“Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock).

“Subordination Agreement” has the meaning set forth in Section 1.1(b) of this Agreement.

“Subsidiary” means any direct or indirect corporation, limited or general partnership, limited liability company, trust, estate, association, joint venture or other business entity of which (a) more than 30% of (i) the outstanding capital stock having (in the absence of contingencies) ordinary voting power to elect a majority of the board of directors or other managing body of such entity, (ii) in the case of a partnership or limited liability company, the interest in the capital or profits of such partnership or limited liability company or (iii) in the case of a trust, estate, association, joint venture or other entity, the beneficial interest in such trust, estate, association or other entity business is, at the time of determination, owned or controlled directly or indirectly through one or more intermediaries, by such entity, or (b) is under the actual control of the Company.

“Subsidiary Guaranty” has the meaning set forth in Section 1.1(b) of this Agreement.

“Trading Day” means a day on which the principal Trading Market is open for trading.

“Trading Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American LLC, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the OTC Bulletin Board, the OTCQX or OTCQB as maintained by OTC Markets, Inc.

“Transaction Documents” means this Agreement, the Security Agreement, the Subsidiary Guaranty, the IP Security Agreement, the Subordination Agreements, the Notes and the Warrants.

“Voting Agreement” means the Amended and Restated Voting Agreement, dated as of November 15, 2019, among the Company and certain stockholders of the Company, as it may be further amended and/or restated.

“Warrant Shares” means the shares of Common Stock issued and issuable upon exercise of the Warrants in accordance with the terms of the Transaction Documents.

“Warrants” has the meaning set forth in Section 1.1(c) of this Agreement.

2.                  Representations and Warranties of the Company . The Company represents and warrants to each Purchaser that the following representations and warranties are true and complete as of the applicable Closing at which such Purchaser is acquiring Notes hereunder. For purposes of these representations and warranties (other than those in Sections 2.1, 2.2, 2.3, and 2.4), the term “Company” shall include any Subsidiaries of the Company, unless otherwise noted in this Agreement.

2.1.            Organization, Good Standing, Corporate Power and Qualification. The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.

2.2.            Subsidiaries. Except as set forth on Schedule 2.2, the Company does not currently own or Control, nor has it ever owned or Controlled, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. The Company is not a participant in any joint venture, partnership or similar arrangement.

2.3.            Authorization. All corporate action required to be taken by the Board and the Company’s stockholders in order to authorize the Company to enter into the Transaction Documents, and to issue the Notes at the Closing, has been taken or will be taken prior to the Closing. All action on the part of the officers of the Company necessary for the execution and delivery of the Transaction Documents, the performance of all obligations of the Company under the Transaction Documents to be performed as of the Closing, and the issuance and delivery of the Securities to be issued at the Closing has been taken or will be taken prior to the Closing other than in connection with the Required Filings and Approvals. The Transaction Documents, when executed and delivered by the Company, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms.

2.4.            Valid Issuance. Assuming the accuracy of the representations of the Purchasers in Section 3 and subject to the filings described in Section 2.5(a)(ii), the Securities will be issued in compliance with all applicable federal and state securities laws. Subject to (i) Board approval of, and the filing of an amendment to, amendment and restatement of, or certificate of designation with respect to, the Certificate in order to establish the series of preferred stock issuable upon conversion of the Notes, which have been obtained or will be obtained in a timely manner and (ii) the valid election to convert the Note into Conversion Shares in accordance with the terms of the Note, the Conversion Shares will be validly issued, fully paid, and nonassessable, and free of restrictions on transfer other than restrictions on transfer under the Transaction Documents and the Existing Investment Documents, applicable federal and state securities laws, and Liens created by or imposed by the Purchasers. Based in part on the representations of the Purchasers in Section 3, and subject to Section 2.5, the Conversion Shares issuable on conversion of the Notes will be issued in compliance with all applicable federal and state securities laws.

2.5.            Governmental Consents and Filings; Compliance with Law and Other Instruments.

(a)               Assuming the accuracy of the representations made by the Purchasers in Section 3, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by the Transaction Documents, except for (i) Board and stockholder approval of, and the filing of an amendment to, amendment and restatement of, or certificate of designation with respect to, the Certificate in order to establish the series of any preferred stock issuable upon conversion of the Notes, which have been obtained or will be obtained in a timely manner, and (ii) filings pursuant to Regulation D of the Securities Act, and applicable state securities laws, which have been made or will be made in a timely manner.

(b)               The transactions contemplated by this Agreement and the other Transaction Documents will not require any authorization, consent, approval, or waiver from, or notice to, any third person, except such as will have been validly completed or obtained prior to the Closing other than the Required Filings and Approvals. The execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated by the Transaction Documents will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or non-renewal of any material permit or license applicable to the Company.

2.6.            Financial Condition. The Company has delivered to each Purchaser its unaudited financial statements (including balance sheet, income statement and statement of cash flows) for the fiscal year ended December 31, 2019 and for the 3-month period ended March 31, 2020 (collectively, the “Financial Statements”). The Financial Statements fairly present in all material respects the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustment (none of which would be material). Except as set forth in Schedule 2.6 hereto, since December 31, 2019, the Company has not suffered any Material Adverse Effect and no event has occurred, and no circumstance exists, that could reasonably be expected to result in a Material Adverse Effect. The Company has no liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise except those which are adequately reflected or reserved against in the most recent financial statements other than (i) those which are adequately reflected or reserved against in the most recent Financial Statements, (ii) liabilities incurred in the ordinary course of business subsequent to March 31, 2020; (iii) obligations under contracts and commitments incurred in the ordinary course of business (other than as a result of a breach or default of the Company thereunder); and (iv) liabilities and obligations of a type or nature not required under the U.S. generally accepted accounting principles to be reflected in the Financial Statements, which, in all such cases, individually and in the aggregate would not have a Material Adverse Effect.

2.7.            Price Protection Termination. Schedule 2.7 sets forth the holders of all Common Stock or Common Stock Equivalents (including without limitation, any option, warrant, convertible note or other instrument issued by the Company that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive Common Stock) for which the terms of such securities provide for anti-dilution (whether weighted, full ratchet or otherwise) or other similar exercise price or conversion price protection (“Price Protected Securities”). Notwithstanding the foregoing, Price Protected Securities does not include any shares of Series D Preferred Stock. The Company has delivered to the Lead Purchaser instruments duly executed by each such holder of any Price Protected Securities terminating any anti-dilution or other price protection features set forth in all Price Protected Securities held by such holder. Other than with respect to the Series D Preferred Stock, there are no shares of Common Stock or Common Stock Equivalents outstanding, or any outstanding option, warrant, convertible note or other instrument issued by the Company that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive Common Stock that contain any anti-dilution or other price protection features which was not terminated prior to the Initial Closing.

2.8.            Indebtedness. Schedule 2.8 lists (a) all Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Notes) as of the Closing (along with the amounts outstanding thereunder), (b) the Liens that relate to such Indebtedness and that encumber the assets of the Company and its Subsidiaries, (c) the name of each lender thereof, and (d) the amount of any unfunded commitments, if any, available to the Company and its Subsidiaries in connection with any such Indebtedness facilities.

2.9.            Title to Assets. The Company has good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company, in each case free and clear of all Liens except for (a) Liens arising under, or permitted pursuant to, the Security Agreement, as the same may be amended and/or restated from time to time, (b) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and (c) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved and the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company are held by it under valid, subsisting and enforceable leases with which the Company is in compliance.

2.10.        SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents, required to be filed by the Company under Section 13 or 15(d) of the Exchange Act for the two years preceding the Effective Date (the foregoing materials, in addition to all schedules, forms, statements and other documents filed with the Securities and Exchange Commission for the two years preceding the Effective Date, including any amendments thereto, the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act.

2.11.        Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. No Purchaser shall have any obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section 2.11 that may be due in connection with the transactions contemplated by the Transaction Documents.

2.12.        Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

2.13.        Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act of 1940, as amended.

2.14.        Listing and Maintenance Requirements. Except as disclosed in the SEC Reports, the Company has not, in the 12 months preceding the Effective Date, received notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Company is required to and has made current filings under Section 13 or 15(d) of the Exchange Act. The Common Stock is currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.

2.15.        No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3, neither the Company, nor, to the Company’s knowledge, any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act which would require the registration of any such securities under the Securities Act.

2.16.        Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company (a) has made or filed all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (b) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, and (c) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

2.17.        No General Solicitation. Neither the Company nor, to the Company’s knowledge, any person acting on behalf of the Company has offered or sold any of the Securities by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to the Purchasers and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.

2.18.        Foreign Corrupt Practices. None of the Company or, the knowledge of the Company, any agent or other person acting on behalf of the Company has: (a) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (b) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (c) failed to disclose fully any contribution made by the Company (or made by any person acting on its behalf of which the Company is aware) which is in violation of law or (d) violated in any material respect any provision of FCPA. The Company further represents that it has maintained, and has caused each of its Subsidiaries and affiliates to maintain, systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) and written policies to ensure compliance with the FCPA or any other applicable anti-bribery or anti-corruption law, and to ensure that all books and records of the Company accurately and fairly reflect, in reasonable detail, all transactions and dispositions of funds and assets. Neither the Company nor any of its officers, directors or employees are the subject of any allegation, voluntary disclosure, investigation, prosecution or other enforcement action related to the FCPA or any other anti-corruption law.

2.19.        No Disagreements with Accountants and Lawyers; Outstanding SEC Comments. There are no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company is or, immediately after the Initial Closing, will be current with respect to any fees owed to its accountants which could affect the Company’s ability to perform any of its obligations under any of the Transaction Documents. There are no unresolved comments or inquiries received by the Company or its Affiliates from the Commission which remain unresolved as of the Effective Date.

2.20.        Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

2.21.        Disqualification. No executive officer, member of the Board of Directors of the Company or, to the knowledge of the Company, any shareholder of the Company beneficially owning more than 10% of the Company’s securities is currently subject to a Disqualifying Event. For purposes of this Agreement, “Disqualifying Event” means any conviction, order, judgment, decree, suspension, expulsion, event or other matter set out in Rule 506(d)(1)(i) through 506(d)(1)(viii) of Regulation D that is currently in effect or which occurred within the periods set out in Rule 506(d)(1)(i) through (viii).

2.22.        Acknowledgment Regarding Each Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding, it is understood and acknowledged by the Company that: (a) none of the Purchasers has been asked by the Company to agree, nor has any such Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term, (b) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (c) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock and (d) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (i) one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Securities are being determined, and (ii) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

2.23.        Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (a) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (b) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (c) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (b) and (c), compensation paid to the Company’s placement agent, if any, in connection with the placement of the Securities.

2.24.        Insurance. The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company is engaged, including, but not limited to, directors and officers insurance coverage in amounts customary in the businesses in which the Company and the Subsidiaries are engaged. The Company does not have any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

2.25.        Office of Foreign Assets Control. None of the Company or, to the Company's knowledge, any director, officer, agent, employee or affiliate of the Company is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).

2.26.        Money Laundering. The operations of the Company are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”), and no Action by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

2.27.        Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles of incorporation (or similar charter documents), any certificates of designation adopted by the Company pursuant to its articles of incorporation or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of Securities and the Purchasers’ ownership of the Securities.

2.28.        Promotional Stock Activities. Neither the Company, nor any of its officers, directors, affiliates or agents, have engaged in any stock promotional activity that could give rise to a complaint or inquiry by the Commission alleging (a) a violation of the anti-fraud provisions of the U.S. federal securities laws, (b) violations of the anti-touting provisions of the U.S. federal securities laws, (c) improper “gun-jumping” under applicable law, or (d) improper promotion of the Company or its securities without adequate disclosure of compensation information.

2.29.        Disclosure. No representation or warranty of the Company contained in this Agreement, as qualified by the Schedules attached hereto, and no certificate furnished or to be furnished to Purchasers at the Closing contains any untrue statement of a material fact or, omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. All disclosures furnished in writing by or on behalf of the Company to the Purchasers regarding the Company, its business and the transactions contemplated hereby, are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the Effective Date taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading.

3.                  Representations and Warranties of the Purchasers. Each Purchaser, severally and not jointly, represents and warrants to the Company (with respect to itself only and not any other Purchaser), as of the Closing, that:

3.1.            Authorization. The Purchaser has full power and authority to enter into the Transaction Documents. The Transaction Documents to which such Purchaser is a party, when executed and delivered by the Purchaser, will constitute valid and legally binding obligations of the Purchaser, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (b) to the extent the indemnification provisions contained in the Existing Investment Documents may be limited by applicable federal or state securities laws.

3.2.            Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser confirms, that the Securities to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Securities. The Purchaser has not been formed for the specific purpose of acquiring the Securities.

3.3.            Restricted Securities. The Purchaser understands that the Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed in this Agreement. The Purchaser understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Purchaser’s Control, and which the Company is under no obligation and may not be able to satisfy.

3.4.            No Public Market. The Purchaser understands that no public market now exists for the Securities, and that the Company has made no assurances that a public market will ever exist for the Securities.

3.5.            Legends. The Purchaser understands that the Conversion Shares issued in respect of or exchange for the Notes, may bear one or all of the following legends (or a substantially similar legend):

(a)               “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”

(b)               Any legend set forth in, or required by, the other Transaction Documents and the Existing Investment Documents.

(c)               Any legend required by the securities laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

3.6.            Accredited Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

3.7.            U.S. Investors. The Purchaser is a United States person (as defined by Section 7701(a)(30) of the Code).

3.8.            No General Solicitation. Neither the Purchaser nor any of its officers, managers, directors, employees, agents, members, stockholders or partners has either, directly or indirectly, including through a broker or finder (a) engaged in any general solicitation, or (b) published any advertisement, in connection with the offer and sale of the Securities.

3.9.            Residence. The office of the Purchaser in which its principal place of business is located is set forth on Schedule I.

3.10.        Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any Person, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Purchaser agrees that no Purchaser or the respective Controlling Persons, officers, directors, managers, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities. Each Purchaser, on its own behalf and on behalf of its Controlling Persons, officers, directors, managers, partners, agents, or employees, hereby irrevocably covenants and agrees not to directly or indirectly assert any claims, actions or causes of action whatsoever, in law or in equity and agrees not to commence, institute or cause to be commenced or instituted, any proceeding of any kind against any other Purchaser or such Purchaser’s Controlling Persons, officers, directors, managers, partners, agents, or employees, in connection with the purchase of the Securities hereunder.

4.                  Other Agreements of the Parties.

4.1.            Acknowledgment of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents, including, without limitation, its obligation to issue the Conversion Shares and Warrant Shares pursuant to the Transaction Documents, are, except as otherwise set forth in the Transaction Documents, unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

4.2.            Furnishing of Information. The Company represents and warrants to the Purchasers that the Company files reports with the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Until such time that no Purchaser owns Securities, the Company covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the Effective Date pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.

4.3.            Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities to the Purchasers in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers.

4.4.            Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day immediately following the Effective Date, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and the Lead Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of the Lead Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except: (i) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (ii) to the extent such disclosure is required by law or Trading Market regulations, provided, however, that in each such case the, Company shall provide the Purchasers with prior notice of such disclosure.

4.5.            Shareholder Rights Plan. The Company will not make or enforce any claim or, provide its consent to, any claim by any other Person, that any Purchaser or group of Purchasers is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect, or that any Purchaser or group of Purchasers could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or any other agreement between the Company and the Purchasers.

4.6.            Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf has provided or will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser shall have consented to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

4.7.            Indemnification of Purchasers. Subject to the provisions of this Section 4.7, the Company will indemnify and hold each Purchaser and such Purchaser’s directors, officers, shareholders, members, managers, managing members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, managers, managing members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents, (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance) or (c) any untrue statement or alleged untrue statement of a material fact contained in any registration statement registering the sale or resale of the Securities, or related prospectus or prospectus supplement, or any information incorporated by reference therein, or arising out of or based upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume, pursue and maintain the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to engage separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the engagement of such separate counsel thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume, pursue and maintain such defense and to engage counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel for such Purchaser Party. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

4.8.            Reservation and Listing of Securities.

(a)               From and after the Initial Closing, the Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents (including Common Stock issuable upon conversion of Conversion Shares).

(b)               If, on any date after the Initial Closing, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such date, then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate or articles of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such time, as soon as possible and in any event not later than the 90th calendar day after such date.

(c)               The Company shall, if applicable but only after the Initial Closing: (i) in the time and manner required by the principal Trading Market, prepare and file with such Trading Market an additional shares listing application covering a number of shares of Common Stock at least equal to the Required Minimum on the date of such application, (ii) take all steps necessary to cause such shares of Common Stock to be approved for listing on such Trading Market as soon as possible thereafter, (iii) provide to each Purchaser evidence of such listing, and (iv) maintain the listing of such Common Stock on any date at least equal to the Required Minimum on such date on such Trading Market or another Trading Market.

4.9.            Form D; Blue Sky Filings. The Company shall timely file a Form D with respect to the Securities and shall provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to each applicable Purchaser at each Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser.

4.10.        Transfer Agent. The Company covenants and agrees that it will at all times while the Securities remain outstanding maintain a duly qualified independent transfer agent.

4.11.        Corporate Existence. So long as the Securities remain outstanding, the Company shall not directly or indirectly consummate any merger, reorganization, restructuring, consolidation, sale of all or substantially all of the Company’s assets or any similar transaction or related transactions, (each such transaction, an “Organizational Change”) unless the Company provides the Purchasers with three (3) Trading Days written notice of such Organizational Change.

4.12.        Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration is also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of Securities or otherwise.

4.13.        Conversion and Exercise Procedures. The form of Notice of Exercise in the Warrants sets forth the totality of the procedures required of the Purchasers in order to exercise the Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required in order to exercise the Warrants. No additional legal opinion, other information or instructions shall be required of the Purchasers to exercise their Warrants. The Company shall honor exercises of the Warrants and shall deliver underlying shares of Common Stock in accordance with the terms, conditions and time periods set forth in the Transaction Documents.

4.14.        Certain Tax Matters. After consideration of all relevant factors, the Company and the Purchaser acknowledge and agree that the fair market value on the Effective Date of each Warrant is equal to five percent (5%) of the principal amount of the corresponding Note issued to the respective Purchaser. The parties will not take any position inconsistent with the forgoing, and the Company will file tax and information returns with the Internal Revenue Service and all other relevant tax authorities based on such determination.

4.15.        Purchaser Commitment to Qualified Financing.

(a)               Each Purchaser acknowledges, covenants, affirms and agrees that in purchasing their Note(s) and Warrant(s), such Purchaser is committing to participating as an investor in the Company’s next Qualified Financing (as such term is defined in the Notes) by committing to purchase shares of preferred stock in the Company at the Qualified Financing Closing via the Backstop Commitment in cash at an aggregate purchase price no less than such Purchaser’s Bridge Funding Commitment (subject to pro rata reduction if the Backstop Commitment is not exercised in full), as more particularly set forth on “Qualified Financing Commitment” amount set forth opposite such Purchaser’s name on Schedule I to this Agreement. For the sake of example, if a Purchaser were to purchase a Note under this Agreement in the original principal amount of $100,000, such Purchaser’s Qualified Financing Commitment would also be equal to $100,000 and at the Qualified Financing Closing, such Purchaser will invest an additional $100,000 towards the purchase of shares of preferred stock in the Company upon the exercise of the Backstop Commitment for a total aggregate investment of $200,000 (subject to pro rata reduction if the Backstop Commitment is not exercised in full). Each Purchaser (other than the Lead Purchaser) further acknowledges and agrees that such Purchaser may only participate in the Qualified Financing through the Backstop Commitment and may not separately acquire shares of preferred stock in the Company through subscriptions in the Rights Offering or through any other means without the prior consent of the Lead Purchaser.

(b)               Each Purchaser further, on its own behalf and on behalf of its Controlling Persons, officers, directors, managers, partners, agents, or employees, hereby irrevocably covenants and agrees not to directly or indirectly assert any claims, actions or causes of action whatsoever, in law or in equity and agrees not to commence, institute or cause to be commenced or instituted, any proceeding of any kind against the Company, any other Purchaser, or any of their respective Controlling Persons, officers, directors, managers, partners, agents, or employees, in such Purchaser’s capacity as a holder of capital stock in the Company with respect to the terms and conditions of the Qualified Financing, including any limitations that are placed on such Purchaser’s ability to participate in any Rights Offering conducted by the Company in connection with a Qualified Financing.

(c)               Each Purchaser acknowledges that such Purchaser’s breach or failure to comply with the covenants set forth in this Section 4.15 (a “Purchaser Subscription Default”) will result in the automatic termination and forfeiture of the Warrants issued to such Purchaser under this Agreement and in the conversion of such Purchaser’s Note into shares of Common Stock of the Company in lieu of Conversion Shares at the Qualified Financing Closing (as more particularly set forth in Section 8(a) of such Note). For the avoidance of doubt, the Advance will not be taken into account for purposes of calculating the Lead Purchaser’s Qualified Financing Commitment hereunder and a Purchaser Subscription Default on the part of the Lead Purchaser will not result in the termination or forfeiture of the Converted Advance Warrant.

4.16.        Hawes Note. The Company is the borrower under that certain 12% Senior Secured Convertible Note due September 30, 2020 in the original principal amount of $424,615 and originally payable to George Hawes (the “Hawes Note”). The Company and the Purchasers acknowledge that on March 27, 2020, the Lead Purchaser purchased the Hawes Note from George Hawes, along with all other right, title and interest of George Hawes in and to any other documents or instruments delivered pursuant to the Hawes Note (including without limitation, the Security Agreement referenced therein) and the Lead Purchaser is the current holder of the Hawes Note. Each Purchaser (other than the Lead Purchaser) further acknowledges and confirms that (a) such Purchaser has no right, title or interest in, or any participation rights with respect to, the Hawes Note, or its acquisition by the Lead Purchaser and (b) the Lead Purchaser shall be permitted to enforce its rights with respect to the Hawes Note (and any collateral secured the Hawes Note) in such manner as it deems appropriate in its sole and absolute discretion and without regard to its status as a Purchaser hereunder or as the Agent for the Purchasers.

4.17.        Rights Offering Restrictions. The Company agrees that neither it, nor any other Person acting on its behalf, shall consummate a Rights Offering in which shares of the Company’s preferred stock are offered for sale at a price per share less than $0.01279 (subject to adjustment for stock dividends, splits, combinations and similar events) without first seeking the prior written consent of the Lead Purchaser, which may be withheld in its sole and absolute discretion.

5.                  Conditions to the Purchasers’ Obligations at each Closing. The obligations of each Purchaser to purchase the Notes at their applicable Closing are subject to the fulfillment, on or before such Closing, of each of the following conditions, unless otherwise waived by such Purchaser:

5.1.            Representations and Warranties True and Correct. The representations and warranties of the Company set forth in Section 2 shall be true and correct on and as of the date of such Closing.

5.2.            Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Notes at the Closing shall be obtained and effective as of such Closing.

5.3.            Exemption from Registration Requirements. The Notes to be issued at the applicable Closing shall be exempt from registration requirements under the Securities Act and any applicable state securities laws.

5.4.            Consents. The Company shall have obtained and furnished to each Purchaser a copy of all consents and waivers required in connection with the consummation of the transactions related to the purchase of the Notes at the applicable Closing.

5.5.            No Material Adverse Effect. The Company has not experienced a Material Adverse Effect as of the date of such Closing.

6.                  Conditions to the Company’s Obligations at Each Closing. The obligations of the Company to sell Notes to the Purchasers at the applicable Closing are subject to the fulfillment, on or before such Closing, of each of the following conditions, unless otherwise waived by the Company:

6.1.            Representations and Warranties. The representations and warranties of each Purchaser contained in Section 3 that is purchasing a Note at such Closing shall be true and correct in all respects as of such Closing.

6.2.            Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Notes pursuant to this Agreement shall be obtained and effective as of the applicable Closing.

7.                  Agent.

7.1.            Appointment of Agent. Each Purchaser hereby constitutes and appoints the Lead Purchaser as their representative (the “Agent”) and their true and lawful agents and attorney-in-fact, with full power and authority in each of their names and to act on behalf of each of them in the absolute discretion of the Agent (i) with respect to the provisions of this Agreement and the other Transaction Documents, and (ii) exercising all of the rights and remedies of the Purchasers under this Agreement and the other Transaction Documents following an “Event of Default” under the Notes, an “Event of Default” under the Security Agreement or any other default under any of the Transaction Documents. This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and shall not be terminated by any act of the Purchasers (other than the resignation of the Agent) or by operation of law. Each Purchaser consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by the Agent pursuant to this Section 7.1. The Lead Purchaser may resign as Agent at any time by written notice to the Company and the other Purchasers. Upon any such resignation, the Lead Purchaser shall use reasonable efforts to identify and appoint another Person to replace it as Agent hereunder. If it is unable or otherwise does not appoint another Person to act as Agent, then the holders of a majority in principal amount outstanding under the Notes shall fulfill the role of the Agent.

7.2.            Delegation of Duties. The Agent may execute its rights or authority under this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such rights and authority. The Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by the Agent with reasonable care.

7.3.            Exculpatory Provisions. Neither the Agent nor any of its officers, directors, managers, employees, agents, partners, limited partners, members, managers, officers, attorneys-in-fact, representatives, subsidiaries or affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person in good faith under or in connection with this Agreement or the other Transaction Documents, or (b) responsible in any manner to any of the Purchasers for any recitals, statements, representations or warranties made by the Company or for any failure of the Company to perform its obligations under this Agreement or the other Transaction Documents. The Agent shall not be under any obligation to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or the other Transaction Documents, or to inspect the books, records or properties of the Company.

7.4.            Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile, electronic mail, statement, order or other document, communication or correspondence believed by it to be genuine and correct and to have been signed, sent or made by officers of the Company, public officials, other appropriate persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Company), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Transaction Documents unless they shall first receive (but they are not required to obtain unless expressly stated elsewhere in this agreement) such advice or concurrence of the Purchasers as they deem appropriate.

7.5.            Non-Reliance on Agent. Each Purchaser expressly acknowledges and agrees that neither Agent nor any of its respective officers, directors, managers, employees, agents, partners, limited partners, members, managers, attorneys-in-fact, representatives, subsidiaries or affiliates has made any representations or warranties to it and that no act by either Agent hereunder taken, including any review of the affairs of the Company, shall be deemed to constitute any representation or warranty by Agent to any other Purchaser. Each Purchaser further waives the fiduciary duty, if any, of the Agent with respect to its duties hereunder.

7.6.            Indemnification. Each of the Purchasers shall, on a proportionate basis in accordance with its or his ownership interest in the Notes, indemnify and hold the Agent harmless from and against any and all losses, damages, expenses, liabilities, obligations, penalties, actions, judgments, suits or disbursements (including reasonable counsel fees and expenses) which may be imposed on, incurred or sustained by, or asserted against the Agent at any time in any way relating to or arising out of any action or omission by the Agent in such capacity, except for those resulting from the Agent’s bad faith.

7.7.            Agent in its Individual Capacity. The Agent and its affiliates may make loans to and investments in and generally engage in any kind of business with the Company as though they were not the Agent hereunder. With respect to its investments and any indebtedness issued to it, the Agent shall have the same rights and powers under this Agreement and the other Transaction Documents as any other Purchaser and may exercise the same to its own benefit, regardless of the impact on or to other Purchasers, as though it were not Agent. The term “Purchaser” includes the Agent in its own capacity.

7.8.            No Action by Other Purchasers. No Purchaser other than the Agent shall pursue any remedies in respect of an “Event of Default” under the Notes, an “Event of Default” under the Security Agreement or any other default under any of the Transaction Documents, it being the intent of the Purchasers that any an action to enforce rights of the Purchasers under any of the Transaction Documents be brought by the Agent as the representative of all Purchasers in a single action.

8.                  Miscellaneous.

8.1.            Survival of Warranties. Unless otherwise set forth in this Agreement, the representations and warranties of the Company and the Purchasers contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closings, and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of the parties hereto.

8.2.            Communications. Any public announcement or other disclosure to a third party regarding this Agreement or the investment by any party hereto shall be subject to the prior written approval of each of the other parties to this Agreement, except as required by Applicable Law, and except for disclosure by Lead Purchaser to its accountants, attorneys, and other advisors, or customary disclosures by Lead Purchaser to its investors. Without limiting the foregoing, the Company shall not, without the prior written approval of any Purchaser, (a) use in a press release, advertising, publicity, or otherwise, the name of such Purchaser or any of its Affiliates or any trade name, trademark, trade device or simulation thereof owned by such Purchaser or its Affiliates, (b) disclose the fact or nature of this investment by such Purchaser, or (c) represent, directly or indirectly, that any product of service provided by the Company has been endorsed by such Purchaser or its Affiliates.

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

8.4.            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 Florida, without regard to its principles of conflicts of laws.

8.5.            Dispute Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of the State of Florida located in the County of Hillsborough and to the jurisdiction of the United States District Courts for such county for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in such courts, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

8.6.            Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature

8.7.            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.

8.8.            Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by facsimile if sent during normal business hours of the recipient, and if not, then on the recipient’s next Business Day, (c) seven (7) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) Business Day after deposit (with full payment) with a nationally recognized overnight courier prior to such courier’s deadline for next Business Day delivery, specifying next Business Day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address(es) as set forth (x) for the Company, on the signature page, and (y) for the Purchasers, on Schedule I, or to such facsimile number or address as subsequently modified by written notice given in accordance with this Section 8.8.

8.9.            No Finder’s Fees. Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. The Company agrees to indemnify and hold harmless each Purchaser from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

8.10.        Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement, provided that the Company shall pay all reasonable out-of-pocket legal, due diligence and administrative fees and expenses of counsel to the Lead Purchaser, with respect to the Transaction Documents and the transactions contemplated thereby, regardless of whether such transactions are consummated. The Purchasers will not be liable for any legal, due diligence, and administrative costs incurred by the Company regardless of the amount of those costs.

8.11.        Attorneys’ Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of any of the Transaction Documents, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

8.12.        Amendments and Waivers. Any term of this Agreement or the other Transaction Documents may be amended, terminated or waived only with the written consent of the Company and the Lead Purchaser; provided that Schedule I may be updated by the Company in accordance with Section 1 without any consent of the Purchasers. Any amendment or waiver effected in accordance with this Section 8.12 shall be binding upon all of the Purchasers and each transferee of the Notes (or the Conversion Shares issuable upon conversion or exercise thereof), each future holder of all such securities, and the Company. Any time any provision of this Agreement allows for, contemplates or requires the consent of the Purchasers, such consent shall be deemed given if Purchasers (or their assigns) holding at least a majority of the then aggregate principal amount of the Notes provide their consent.

8.13.        Severability. In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.

8.14.        No Waiver; Remedies Cumulative. No delay or omission on the part of any party in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege hereunder or thereunder preclude other or further exercise thereof, or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and are in addition to all rights or remedies that the Purchasers or the Company otherwise may have in law or in equity or by statute or otherwise. Without limiting the generality of the foregoing, nothing in this Agreement will be deemed to preclude or be in lieu of any right or remedy that the Purchaser or the Company may have in law or in equity or by statute or otherwise against, in the case of the Purchaser, the Company, or any other person based upon any fraud, and, in the case of the Company, the Purchaser or any other person based on fraud.

8.15.        Entire Agreement. This Agreement (including the Exhibits) and the other Transaction Documents constitute the full and entire understanding and agreement between the parties with respect to the subject matter of this Agreement, and any other written or oral agreements relating to the subject matter of this Agreement existing between the parties.

8.16.        Legal Counsel. Each party to this Agreement acknowledges that Hill, Ward & Henderson, P.A. (the “Firm”) (a) has previously served as counsel to an Affiliate of the Lead Purchaser in connection with a prior investment in the Company, and (b) has in the past performed and may continue to perform legal services for the Lead Purchaser and its Affiliates in other matters unrelated to the transactions described in this Agreement, including the representation of the Lead Purchaser and one or more of its Affiliates in venture capital financings and other matters. Accordingly, each party to this Agreement hereby (i) acknowledges that they have had an opportunity to ask for information relevant to this disclosure; and (ii) gives its informed consent to the Firm’s representation of the Lead Purchaser in connection with this Agreement and the transactions contemplated hereby as well as such other unrelated matters. Each Purchaser acknowledges that it has reviewed this Agreement and the related Transaction Documents and has had the opportunity to engage separate counsel to review this Agreement the related Transaction Documents on such Purchaser’s behalf.

8.17.        Acknowledgement. For avoidance of doubt, it is acknowledged that each Purchaser will be entitled to the benefit of all adjustments in the number of shares of the Company’s capital stock as a result of any splits, reorganizations, combinations, or other similar transactions affecting the Company’s capital stock underlying the Conversion Shares that occur prior to the conversion of the Notes.

(Signature Pages Follow)

H-CYTE, INC.

SECURED CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT

COMPANY’S SIGNATURE PAGE

The undersigned has executed this Secured Convertible Note and Warrant Purchase Agreement as of the date first written above.

H-CYTE, INC.

SECURED CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT

LEAD PURCHASER SIGNATURE PAGE

The undersigned has executed this Secured Convertible Note and Warrant Purchase Agreement as of the date first written above.

H-CYTE, INC.

SECURED CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT

PURCHASER SIGNATURE PAGE

The undersigned has executed this Secured Convertible Note and Warrant Purchase Agreement as of the date first written above.

EXHIBIT 7

Bridge Note #1

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

H-CYTE, INC.

SECURED CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, H-Cyte, Inc., a Nevada corporation (“Maker”), promises to pay to FWHC Bridge, LLC, a Delaware limited liability company (“Holder”), the sum of One Million Dollars ($1,000,000) (the “Principal Balance”), together with simple interest from the date of this Secured Convertible Promissory Note (this “Note”) on the unpaid Principal Balance at a rate equal to 12% per annum (subject to Section 16 below), computed on the basis of the actual number of days elapsed and a year of 365 or 366 days, as the case may be. This Note is one of the “Notes” issued pursuant to the Secured Convertible Note and Warrant Purchase Agreement, dated as of April 17, 2020 (as amended or supplemented, the “Purchase Agreement”) between Maker, Holder and the other purchasers thereunder and the holders of other Notes are sometimes referred to herein as “Holders”.

The following is a statement of the rights of Holder and the conditions to which this Note is subject, and to which Holder, by the acceptance of this Note, agrees:

1.                   Definitions. All capitalized terms used but not defined in this Note have the meanings given to them in the Purchase Agreement.

2.                  Maturity Date. Unless this Note is converted under Section 8 or prepaid in full pursuant to Section 4, the unpaid Principal Balance, together with any accrued but unpaid interest under this Note, shall be due and payable by Maker on October 31, 2020 (the “Maturity Date”).

3.                   Security. This Note is secured by the collateral of the Company pledged by the Company to the Holders pursuant to that certain Security Agreement (as it may be amended, the “Security Agreement”) dated as of the date hereof, among the Company, the existing subsidiaries of the Company and the Lead Purchaser (as agent for the Holders).

4.                   Prepayment. Except as provided in Section 8(b) with respect to a Sale of the Company, this Note and all or any Principal Balance or interest hereunder may not be prepaid by Maker without the prior written consent of the Lead Purchaser.

5.                 Notice of Sale of the Company. In the event that Maker takes any action to approve or enter into any transaction constituting a Sale of the Company, Maker shall provide Holder with at least ten (10) days’ prior written notice of the anticipated closing date of such transaction. A “Sale of the Company” means (a) the closing of the sale, transfer or other disposition, in a single transaction or series of related transactions, or all or substantially all of the Maker’s assets, (b) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from stockholders of the Maker shares representing more than fifty percent (50%) of the outstanding voting power of the Maker; or (c) a transaction that qualifies as a “Deemed Liquidation Event” as defined in the Certificate. For the avoidance of doubt, a transaction will not constitute a “Sale of the Company” if its sole purpose is to change the state of Maker’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held Maker’s securities immediately prior to such transaction.

6.                   Events of Default. The occurrence of any of the following shall constitute an “Event of Default” under this Note:

(a)                Failure to Pay. Maker fails to make any payment of principal or interest when due under the terms of this Note; provided that a failure to pay the Principal Balance and all accrued but unpaid interest at the Maturity Date shall only constitute an Event of Default if such failure continues unremedied for a period of ten (10) days following the Maturity Date after written notice from the Lead Purchaser;

(b)                Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of Maker or of all or a substantial part of the property of Maker, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to Maker or the debts of Maker under any bankruptcy, insolvency or other similar law now or hereafter in effect are commenced and an order for relief entered or such proceeding is not dismissed or discharged within ninety (90) days of such commencement; or

(c)                Voluntary Bankruptcy or Insolvency Proceedings. Maker (i) applies for or consents to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) admits in writing to its inability to pay its debts generally as they mature, (iii) makes a general assignment for the benefit of its or any of its creditors, (iv) is dissolved or liquidated, (v) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consents to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it.

(d)                Breach of Purchase Agreement. Any breach of or default under the Purchase Agreement that remains uncured for ten (10) days after written notice from the Lead Purchaser.

7.                   Rights of Holder upon Default. Upon the occurrence or existence of any Event of Default (other than an Event of Default referred to in Sections 6(b) and 6(c)) and at any time thereafter during the continuance of such Event of Default, Holder may, by written notice to Maker and with the prior written consent of the Lead Purchaser, declare the outstanding Principal Balance, together with accrued interest, to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. Upon the occurrence or existence of any Event of Default described in Sections 6(b) and 6(c), immediately and without notice, the outstanding Principal Balance, together with accrued interest, shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default and at any time thereafter during the continuance of such Event of Default, Holder may, with the prior written consent of the Lead Purchaser, exercise any other right, power or remedy, either by suit in equity or by action at law, or both. All of the rights, powers and remedies of Holder shall be cumulative, and may be exercised independently, concurrently or successively in Holder’s sole discretion. No waiver by Holder of any default shall operate as a waiver of any other default or of the same default on a future occasion. No delay or omission on the part of Holder in exercising any right or remedy shall operate as a waiver thereof and no single or partial exercise by Holder of any right or remedy shall preclude any other or future exercise thereof or the exercise of any other right or remedy.

8.                   Conversion.

(a)    Mandatory Conversion Upon Qualified Financing Closing. If any and all amounts due hereunder are not paid in full on or before the Qualified Financing Closing, concurrently with the Qualified Financing Closing and subject to the terms and conditions set forth herein, the entire Principal Balance of this Note, together with any accrued and unpaid interest thereon, shall automatically convert into fully paid and non-assessable shares (rounded up to the nearest whole share) of the series of preferred stock of Maker issued pursuant to such Qualified Financing (the “New Securities”), such conversion in each case to occur concurrently with the Qualified Financing Closing. The number of shares of New Securities to be issued to Holder upon conversion of this Note pursuant to a Qualified Financing shall be equal to the product of (x) the Conversion Multiple and (y) the quotient obtained by dividing the entire Principal Balance of this Note, together with any accrued and unpaid interest thereon, as of the date of conversion, by the Conversion Price. The “Conversion Multiple” shall be equal to one (1), provided, that upon the occurrence of a Purchaser Subscription Default with respect to the Holder, the Conversion Multiple under this Note shall be automatically reduced to one-half (0.5) and instead of converting into the shares of New Securities in connection with such Qualified Financing, the Note shall convert into shares of Common Stock. The “Conversion Price” shall be equal to the lesser of (i) the price per share paid by the investors in such Qualified Financing for such New Securities (which are purchased for cash and not through conversion of Notes) and (ii) the price per share obtained by dividing (x) $3,000,000 by (y) the number of Fully-Diluted Shares outstanding immediately prior to the Qualified Financing Closing. “Fully-Diluted Shares” means all outstanding shares of capital stock of the Maker, assuming (A) the conversion of all convertible preferred stock and the conversion or exercise of warrants, options and all other securities convertible into or exercisable for shares of capital stock in the Maker (other than the Notes) regardless of whether such convertible securities are “in the money”, and (B) the issuance of all shares of capital stock reserved for issuance under any equity plan of the Maker, including any additional stock reserved in connection with the Qualified Financing. The issuance of any New Securities pursuant to the conversion of the Note in connection with the Qualified Financing shall be upon and subject to the same terms and conditions applicable to the New Securities sold in the Qualified Financing.

(b)                Conversion or Repayment Upon a Sale of the Company.

(i)            In the event of a Sale of the Company prior to the Qualified Financing Closing or the Maturity Date, the Holder shall be entitled, at the election of the Holder, either (A) to receive payment of the outstanding Principal Balance of, together with any accrued and unpaid interest thereon, this Note as of the initial closing of the Sale of the Company, in such form of consideration as is paid to the Maker’s shareholders in such Sale of the Company, or (B) to convert the outstanding Principal Balance together with any accrued and unpaid interest thereon, immediately prior to the closing of the Sale of the Company, into the number of shares of the Company’s Series D Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”) as is equal to the product of (x) two (2) and (y) the quotient obtained by dividing the outstanding Principal Balance and unpaid interest on this Note as of the date of conversion by the Sale Conversion Price. “Sale Conversion Price” means a price per share equal to the lesser of (x) 75% of the gross per-share consideration a holder of Series D Preferred Stock (excluding for purposes of this calculation any holders receiving shares of Series D Preferred Stock upon conversion of their Notes immediately prior to such Sale of the Company event) receives or is deemed to have received with respect to each such share of Shares D Preferred Stock in such Sale of the Company (assuming the Series D Preferred Stock did not convert into shares of Common Stock in connection with such Sale of the Company) and (y) the price per share obtained by dividing (I) $3,000,000 by (II) the number of Fully-Diluted Shares outstanding immediately prior to the closing of the Sale of the Company, such conversion in each case to occur (or be given effect) immediately prior to the closing of such Sale of the Company.

(ii)            Maker shall give Holder written notice of any Sale of the Company at least ten (10) days prior to the anticipated closing date thereof, and Holder shall give Maker written notice of their election in accordance with the foregoing at least five (5) days prior to such anticipated closing date. Holder acknowledges and agrees that the conversion of the Notes in connection with a Sale of the Company may be conditioned upon Holder’s execution of certain agreements and consents in the form agreed to by Maker and the acquiring party in the Sale of the Company including, without limitation, representations, warranties, escrows and indemnifications, if any, relating to the Conversion Shares issued upon conversion of the Notes.

(c)                Optional Conversion. If a Qualified Financing Closing does not take place on or prior to the Maturity Date, at any time on or after the Maturity Date, at the election of the Lead Purchaser, this Note together with all other Notes shall be converted into the number of shares of Series D Preferred Stock of the Company as is equal to the quotient obtained by dividing the outstanding Principal Balance and unpaid interest on this Note as of the date of conversion by the product of (x) 50 and (y) the quotient obtained by dividing (A) $3,000,000 by (B) the number of Fully-Diluted Shares outstanding immediately prior to the date of such conversion (subject to adjustments for stock dividends, splits, combinations and similar events).

(d)                Conversion Procedure. Upon the conversion of this Note, the Principal Balance, together with any accrued and unpaid interest thereon, shall be converted into Conversion Shares, shares of Common Stock or shares of Series D Preferred Stock, as applicable, in each case held by the Holder. The Company will not be required to issue or deliver the Conversion Shares, shares of Common Stock or shares of Series D Preferred Stock, as applicable, until the Holder has surrendered this Note to the Company (or provided an instrument of cancellation or affidavit of lost note). Upon a conversion under Section 8(a) or 8(c), Maker shall, within five (5) Business Days after such delivery, or such agreement and indemnification, issue and deliver certificates representing the number of fully paid and non-assessable shares of the New Securities, shares of Common Stock or Series D Preferred Stock, as applicable, into which the Note converts in accordance with the agreed conversion terms (bearing such legends as are required by the Purchase Agreement). Maker shall take all action to designate and authorize a sufficient number of shares of stock to be issued upon conversion to the New Securities, shares of Common Stock or Series D Preferred Stock, as applicable, following a conversion pursuant to this Section 8.

(e)    Joinder to Investment Documents. If this Note is converted into any shares of equity securities, Maker will prepare any joinder or amendment to any applicable Existing Investment Documents as necessary or appropriate to expressly include Holder and its shares of equity securities received upon such conversion as an investor under such document(s) (with such adjustments and limitations as may apply for such equity securities of that type and due to the amount of Holder’s stock ownership), and Holder and Maker will execute same.

(f)                 Effect of Conversion. Upon conversion of this Note in full, Maker shall be forever released from all its obligations and liabilities under this Note and the Note shall be deemed to be cancelled as of such time and any collateral of the Company pledged under the Security Agreement shall be released.

9.                  Pari Passu Notes. Holder acknowledges and agrees that the payment of all or any portion of the outstanding Principal Balance of this Note and all interest hereon shall be pari passu in right of payment and in all other respects to the other convertible promissory note(s) issued pursuant to the Purchase Agreement or pursuant to the terms of such notes. Maker shall make any payments under this Note and such other notes pro rata among the Holders of such notes based on the respective principal balances (together with any accrued and unpaid interest thereon) outstanding under them at the time of payment.

10.               Successors and Assigns. Subject to the restrictions on transfer described in Sections 12 and 13 below, the rights and obligations of Maker and Holder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

11.               Waiver and Amendment. Any term, covenant, agreement or condition of this Note may be amended, and compliance therewith may be waived (either generally or in a particular circumstance and either retroactively or prospectively), in the manner specified in Section 8.12 of the Purchase Agreement. Any amendment or waiver in accordance with this Section 11 will be binding upon each of Maker, Holder, and any subsequent holder of this Note.

12.               Transfer of this Note by Holder. Holder may not assign, pledge, or otherwise transfer this Note without the prior written consent of Maker and the Lead Purchaser, except that Holder may assign this Note and its rights hereunder to any Affiliate of Holder; provided that Maker is given written notice at the time of such assignment stating the name and address of the assignee and such assignee agrees in writing to be bound by the terms of this Note, the Purchase Agreement and the other Transaction Documents. Subject to the foregoing, this Note may be transferred only upon compliance with the securities law restrictions set forth in this Note, the Purchase Agreement and the other Transaction Documents, the surrender of the original Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to Maker and its counsel. Thereupon, a new note for the same Principal Balance and interest will be issued to, and registered in the name of, the assignee. Interest and Principal Balance amounts are payable only to the registered holder of this Note.

13.               Assignment by Maker. Neither this Note nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by Maker without the prior written consent of Holder.

14.               Notices. All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be made and effective as set forth in the Purchase Agreement.

15.               Payment. All payments of Principal Balance, interest and any other amounts (other than by conversion) shall be made in lawful money of the United States of America and in immediately available funds at such place as Holder may from time to time designate in writing to Maker. Payment shall be credited first to Holder expenses, second to accrued interest then due and payable, if any, and then the remainder applied to the Principal Balance. All payments by the Maker under this Note shall be made without set-off or counterclaim and be free and clear and without any deduction or withholding for any taxes or fees of any nature whatsoever, unless the obligation to make such deduction or withholding is imposed by law. The Maker shall pay and save Holder harmless from all liabilities with respect to or resulting from any delay or omission to make any such deduction or withholding required by law.

16.               Usury; Default Interest. During any period in which an Event of Default has occurred and is continuing, the Maker shall pay interest on the unpaid Principal Balance of this Note at a rate per annum equal to the rate otherwise applicable hereunder plus 6%. In the event any interest is paid on this Note which is deemed to be in excess of the then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of Principal Balance and applied against the Principal Balance of this Note.

17.               Coordinated Action. Holder may not institute any action to collect this Note or any other action with respect to this Note or the obligations hereunder without the prior written consent of the Lead Purchaser, as Agent for all Holders. In connection therewith, the provisions of Section 7 of the Purchase Agreement will apply, mutatis mutandis, with respect to any action taken by the Agent on behalf of all Holders. The Lead Purchaser, or any successor Agent, shall be an express third party beneficiary of the provisions of this Section 17.

18.               Prevailing Party. In any action at law or in equity to enforce or construe any provisions or rights under this Note, the non-prevailing party to such litigation, as determined by a court pursuant to a final order, judgment or decree, shall pay to the prevailing party all costs, expenses and reasonable attorneys’ fees incurred by such prevailing party (including, without limitation, such costs, expenses and fees on any appeal), which costs, expenses and attorneys’ fees shall be included as part of any order, judgment or decree.

19.               Loss of Note. Upon receipt by Maker of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Note or any Note exchanged for it, and indemnity satisfactory to the Maker (in case of loss, theft or destruction) or surrender and cancellation of such Note (in the case of mutilation), Maker will (at Holder’s expense) make and deliver in lieu of such Note a new Note of like tenor.

20.               Saturdays, Sundays, Holidays. If any date that may at any time be specified in this Note as a date for the making of any payment of principal or interest under this Note shall fall on Saturday, Sunday or legal holiday in the State of Florida, then the date for the making of that payment shall be the next subsequent day which is not a Saturday, Sunday, or legal holiday.

21.               Governing Law; Jurisdiction and Venue. The provisions of Sections 8.4 and 8.5 of the Purchase Agreement will apply, mutatis mutandis, with respect to any dispute arising out of this Note.

22.               Waiver of Jury Trial. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE.

23.               No Rights as a Stockholder. Nothing contained in this Note shall be construed as conferring upon Holder, prior to the conversion of this Note, any rights of a shareholder of Maker, including the right to vote or to receive dividends, solely as it relates to this Note.

24.               Time is of the Essence. Time is of the essence with respect to the payment and performance of the obligations of this Note.

25.               Acceptance of Note. By acceptance of this Note, the Holder accepts and agrees to be bound by all of the terms and provisions set forth herein.

26.              Documentary Stamp Taxes. MAKER SHALL BE LIABLE FOR DOCUMENTARY STAMP TAXES AND ANY PENALTIES AND INTEREST ASSOCIATED WITH THAT TAX PAYABLE WITH RESPECT TO THIS NOTE, AND ANY SUBSEQUENT RENEWALS, MODIFICATIONS OR AMENDMENTS OF THIS NOTE.

[Signature page follows]

IN WITNESS WHEREOF, Maker has caused this Note to be issued as of the date first written above.

Secured Convertible Promissory Note Payable to FWHC Bridge, LLC (Converted Advance)

EXHIBIT 8

Bridge Warrant #1

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE SUBJECT TO THAT CERTAIN VOTING AGREEMENT, INVESTORS’ RIGHTS AGREEMENT AND RIGHT OF FIRST REFUSAL AGREEMENT, EACH DATED NOVEMBER 15, 2019, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS.

THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN.

H-CYTE, INC.

Warrant for the Purchase of Shares of Common Stock, par value $0.001 per share

Original Issue Date: April 17, 2020

THIS CERTIFIES that, for value received, FWHC Bridge, LLC, whose address is [ ] (the “Holder”), is entitled to subscribe for and purchase from H-Cyte, Inc., a Nevada corporation f/k/a Medovex Corp. (the “Company”), upon the terms and conditions set forth herein, up to the number of Warrant Shares at a purchase price per share equal to the Exercise Price, subject to the provisions and upon the terms and conditions set forth herein. This Warrant was issued to the Holder in connection with the transactions contemplated by that certain Secured Convertible Note and Warrant Purchase Agreement (the “Purchase Agreement”), dated April 17, 2020, among the Company and the Purchasers signatory thereto.

The number of shares of Common Stock issuable upon exercise of this Warrant (the “Warrant Shares”) and the Exercise Price may be adjusted from time to time as hereinafter set forth.

1.                  Definitions. Capitalized terms used in this Warrant but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. For purposes of this Warrant, the following terms shall have the following definitions:

(a)               “Exercise Period Commencement Time” means 10:00 a.m. (New York City time) on the day immediately following the Qualified Financing Closing, provided that if a Qualified Financing Closing does not occur prior to the Maturity Date of the Holder Note, then Exercise Period Commencement Time means 10:00 a.m. (New York City time) on the day immediately following the Maturity Date of the Holder Note.

(b)               “Exercise Price” means the Conversion Price set forth in the Holder Note (subject to adjustment as provided herein), provided that if a Qualified Financing does not occur on or prior to the Maturity Date of the Holder Note, the Exercise Price shall be equal to the price per share obtained by dividing (x) $3,000,000 by (y) the number of Fully-Diluted Shares outstanding immediately prior to the Maturity Date.

(c)               “Fully-Diluted Shares” all outstanding shares of capital stock of the Company, assuming (A) the conversion of all convertible preferred stock and the conversion or exercise of warrants, options and all other securities convertible into or exercisable for shares of capital stock in the Company (other than the Holder Notes) regardless of whether such convertible securities are “in the money”, and (B) the issuance of all shares of capital stock reserved for issuance under any equity plan of the Company, including any additional stock reserved in connection with a Qualified Financing.

(d)               “Holder Note” means the Secured Convertible Promissory Note dated as of the date hereof, in the original principal amount of $1,000,000 made by the Company and payable to the Holder.

(e)               “Warrant” means and includes this Warrant and any Common Stock or warrants hereafter issued as a consequence of the exercise or transfer of this Warrant in whole or in part.

(f)                “Warrant Coverage Amount” means an amount equal to two hundred percent (200%) of the aggregate number of shares of Common Stock into which the Conversion Shares issuable upon conversion of the Holder Note may be converted.

(g)               “Warrant Shares” means the number of shares of the Company’s Common Stock equal to the quotient obtained by dividing the Warrant Coverage Amount by the Exercise Price.

(h)               “VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Lead Purchaser and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

2.                  Exercise Period. Subject to the terms and conditions set forth herein, this Warrant may be exercised at any time or from time to time during the period commencing on Exercise Period Commencement Time and ending at 5:00 p.m. (New York City time) on the tenth (10th) anniversary of the Exercise Period Commencement Date (the “Exercise Period”).

3.                  Procedure for Exercise; Effect of Exercise.

(a)               Cash Exercise. This Warrant may be exercised, in whole or in part, by the Holder during normal business hours on any business day during the Exercise Period by (i) the presentation and surrender of this Warrant to the Company at its principal office (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) along with a duly executed Notice of Exercise (in the form attached hereto) specifying the number of Warrant Shares to be purchased, and (ii) delivery of payment to the Company of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise by cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier’s check.

(b)               Cashless Exercise. If the Warrant has been outstanding for six (6) months and there is no effective registration statement including the Warrant Shares, this Warrant may also be exercised by the Holder through a cashless exercise, as described in this Section 3(b). In such case, this Warrant may be exercised, in whole or in part, by the Holder during normal business hours on any business day during the Exercise Period by the presentation and surrender of this Warrant to the Company at its principal office (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) along with a duly executed Notice of Exercise specifying the number of Warrant Shares to be applied to such exercise. The number of shares of Common Stock to be issued upon exercise of this Warrant pursuant to this Section 3(b) shall equal the value of this Warrant (or the portion thereof being canceled) computed as of the date of delivery of this Warrant to the Company using the following formula:

Where:

For purposes of this Section 3(b), Current Market Price shall have the definition provided in Section 7(g).

The Company acknowledges and agrees that this Warrant was issued on the date set forth at the end of this Warrant. Consequently, the Company acknowledges and agrees that, if the Holder conducts a cashless exercise pursuant to this Section 3(b), the period during which the Holder held this Warrant may, for purposes of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), be “tacked” to the period during which the Holder holds the Warrant Shares received upon such cashless exercise.

(c)               Effect of Exercise. Upon receipt by the Company of this Warrant and a Notice of Exercise, together with proper payment of the Exercise Price, as provided in this Section 3, the Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant has been surrendered and payment has been made for such Warrant Shares in accordance with this Warrant and the Holder shall be deemed to be the holder of record of the Warrant Shares, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Holder. A stock certificate or certificates for the Warrant Shares specified in the Notice of Exercise shall be delivered to the Holder as promptly as practicable, and in any event within seven (7) business days, thereafter. The stock certificate(s) so delivered shall be in any such denominations as may be reasonably specified by the Holder in the Notice of Exercise. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the right of the Holder to purchase the balance of the Warrant Shares subject to purchase hereunder.

4.                  Registration of Warrants; Transfer of Warrants. Any Warrants issued upon the transfer or exercise in part of this Warrant shall be numbered and shall be registered in a Warrant Register as they are issued. The Company shall be entitled to treat the registered holder of any Warrant on the Warrant Register as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such Warrant on the part of any other person, and shall not be liable for any registration or transfer of Warrants which are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary unless made with the actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration or transfer, or with the knowledge of such facts that its participation therein amounts to bad faith. This Warrant shall be transferable only on the books of the Company upon delivery thereof duly endorsed by the Holder or by its duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment, or authority to transfer. In all cases of transfer by an attorney, executor, administrator, guardian, or other legal representative, duly authenticated evidence of his or its authority shall be produced. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the person entitled thereto. This Warrant may be exchanged, at the option of the Holder thereof, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of Warrant Shares, upon surrender to the Company or its duly authorized agent.

5.                  Restrictions on Transfer.

(a)               The Holder, as of the date of issuance hereof, represents to the Company that such Holder is acquiring the Warrants for its own account for investment purposes and not with a view to the distribution thereof or of the Warrant Shares. Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 5(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 or Rule 144A under the Securities Act; provided, however, that the Holder may freely transfer this Warrant or such Warrant Shares (without delivery to the Company of an opinion of counsel) (i) to one of its nominees, affiliates or a nominee thereof, (ii) to a pension or profit-sharing fund established and maintained for its employees or for the employees of any affiliate, (iii) from a nominee to any of the aforementioned persons as beneficial owner of this Warrant or such Warrant Shares, (iv) to a qualified institutional buyer, so long as such transfer is effected in compliance with Rule 144A under the Securities Act, or (v) to an accredited investor (as such term is defined in Regulation D under the Securities Act).

(b)               The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 5(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company.

(c)               Each stock certificate representing Warrant Shares issued upon exercise or exchange of this Warrant and any other securities issued in respect of the Warrant Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall bear the following legend (unless the opinion of counsel referred to in Section 5(b) states such legend is not required) in addition to any other agreement to which the Holder is subject:

“THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.”

The Holder understands that the Company may place, and may instruct any transfer agent or depository for the Warrant Shares to place, a stop transfer notation in the securities records in respect of the Warrant Shares.

6.                  Reservation of Shares. The Company shall at all times during the Exercise Period reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of providing for the exercise of the rights to purchase all Warrant Shares granted pursuant to the Warrants, such number of shares of Common Stock as shall, from time to time, be sufficient therefor. The Company covenants that all shares of Common Stock issuable upon exercise of this Warrant, upon receipt by the Company of the full Exercise Price therefor, and all shares of Common Stock issuable upon conversion of this Warrant, shall be validly issued, fully paid, non-assessable, and free of preemptive rights, and free from all taxes, claims, liens, charges and other encumbrances.

7.                  Certain Adjustments.

(a)               The Exercise Price shall be subject to adjustment from time to time as follows:

(i)                 In the event that the Company shall (A) pay a dividend or make a distribution to all its stockholders, in shares of Common Stock, on any class of capital stock of the Company or any subsidiary which is not directly or indirectly wholly owned by the Company, (B) split or subdivide its outstanding Common Stock into a greater number of shares, or (C) combine its outstanding Common Stock into a smaller number of shares, then in each such case the Exercise Price in effect immediately prior thereto shall be adjusted so that the Holder of a Warrant thereafter surrendered for Exercise shall be entitled to receive the number of shares of Common Stock that such Holder would have owned or have been entitled to receive after the occurrence of any of the events described above had such Warrant been exercised immediately prior to the occurrence of such event. An adjustment made pursuant to this Section 7(a)(i) shall become effective immediately after the close of business on the record date in the case of a dividend or distribution (except as provided in Section 7(e) below) and shall become effective immediately after the close of business on the effective date in the case of such subdivision, split or combination, as the case may be. Any shares of Common Stock issuable in payment of a dividend shall be deemed to have been issued immediately prior to the close of business on the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock under clauses (c) and (d) below.

(ii)              No adjustment in the Exercise Price shall be required unless the adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments that by reason of this Section 7(a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 7(a) shall be made to the nearest cent or nearest 1/100th of a share.

(iii)            The Company from time to time may reduce the Exercise Price by any amount for any period of time in the discretion of the Board of Directors. A voluntary reduction of the Exercise Price does not change or adjust the Exercise Price otherwise in effect for purposes of this Section 7(a).

(iv)             In the event that, at any time as a result of an adjustment made pursuant to Section 7(a)(i) or 7(a)(ii) above, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive any shares of the Company other than shares of the Common Stock, thereafter the number of such other shares so receivable upon exercise of any such Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Section 7(a)(i) or 7(a)(ii) above, and the other provisions of this Section 7(a) with respect to the Common Stock shall apply on like terms to any such other shares.

(b)               In case of any reclassification of the Common Stock (other than in a transaction to which Section 7(a)(i) applies), any consolidation of the Company with, or merger of the Company into, any other entity, any merger of another entity into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), any sale or transfer of all or substantially all of the assets of the Company or any compulsory share exchange, pursuant to which share exchange the Common Stock is converted into other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the Holder of a Warrant then outstanding shall have the right thereafter, during the period such Warrant shall be exercisable, to exercise such Warrant only for the kind and amount of securities, cash and other property receivable upon the reclassification, consolidation, merger, sale, transfer or share exchange by a holder of the number of shares of Common Stock of the Company into which a Warrant might have been able to exercise for immediately prior to the reclassification, consolidation, merger, sale, transfer or share exchange assuming that such holder of Common Stock failed to exercise rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon consummation of such transaction subject to adjustment as provided in Section 7(a) above following the date of consummation of such transaction. The provisions of this Section 7(b) shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges.

(c)               If (i) the Company shall take any action which would require an adjustment in the Exercise Price pursuant to Section 7(a); (ii) the Company shall authorize the granting to the holders of its Common Stock generally of rights, warrants or options to subscribe for or purchase any shares of any class or any other rights, warrants or options; (iii) there shall be any reclassification or change of the Common Stock (other than a subdivision or combination of its outstanding Common Stock or a change in par value) or any consolidation, merger or statutory share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or the sale or transfer of all or substantially all of the assets of the Company; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in each such case, the Company shall cause to be filed with the transfer agent for the Warrants and shall cause to be mailed to each Holder at such Holder’s address as shown on the books of the transfer agent for the Warrants, as promptly as possible, but at least 30 days prior to the applicable date hereinafter specified, a notice stating (A) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights, warrants or options are to be determined, or (B) the date on which such reclassification, change, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassification, change, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice or any defect therein shall not affect the legality or validity of the proceedings described in this Section 7(c).

(d)               Whenever the Exercise Price is adjusted as herein provided, the Company shall promptly file with the transfer agent for the Warrants a certificate of an officer of the Company setting forth the Exercise Price after the adjustment and setting forth a brief statement of the facts requiring such adjustment and a computation thereof. The Company shall promptly cause a notice of the adjusted Exercise Price to be mailed to each Holder.

(e)               In any case in which Section 7(a) provides that an adjustment shall become effective immediately after a record date for an event and the date fixed for such adjustment pursuant to Section 7(a) occurs after such record date but before the occurrence of such event, the Company may defer until the actual occurrence of such event (i) issuing to the Holder of any Warrants exercised after such record date and before the occurrence of such event the additional shares of Common Stock issuable upon such conversion by reason of the adjustment required by such event over and above the Common Stock issuable upon such exercise before giving effect to such adjustment, and (ii) paying to such holder any amount in cash in lieu of any fraction pursuant to Section 7(h).

(f)                In case the Company shall take any action affecting the Common Stock, other than actions described in this Section 7, which in the opinion of the Board of Directors would materially adversely affect the exercise right of the Holders, the Exercise Price may be adjusted, to the extent permitted by law, in such manner, if any, and at such time, as the Board of Directors may determine to be equitable in the circumstances; provided, however, that in no event shall the Board of Directors be required to take any such action.

(g)               For the purpose of any computation under Section 3(b) or this Section 7, the “Current Market Price” per share of Common Stock shall mean the VWAP of the Common Stock on the day in question.

(h)               The Company shall not be required to issue fractions of shares of Common Stock or other capital stock of the Company upon the exercise of this Warrant. If any fraction of a share would be issuable on the exercise of this Warrant (or specified portions thereof), the Company shall purchase such fraction for an amount in cash equal to the same fraction of the Current Market Price of such share of Common Stock on the date of exercise of this Warrant.

8.                  Transfer Taxes. The issuance of any shares or other securities upon the exercise of this Warrant, and the delivery of certificates or other instruments representing such shares or other securities, shall be made without charge to the Holder for any tax or other charge in respect of such issuance. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of any certificate in a name other than that of the Holder and the Company shall not be required to issue or deliver any such certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

9.                  Loss or Mutilation of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of any Warrant (and upon surrender of any Warrant if mutilated), and upon reimbursement of the Company’s reasonable incidental expenses, the Company shall execute and deliver to the Holder thereof a new Warrant of like date, tenor, and denomination in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate provided, however, that, if the Company’s stock is publicly traded, the Company may require the posting of a bond in an amount and nature as is customary and reasonable given the circumstances.

10.              No Rights as a Stockholder. The Holder of any Warrant shall not have, solely on account of such status, any rights of a stockholder of the Company, either at law or in equity, or to any notice of meetings of stockholders or of any other proceedings of the Company, except as provided in this Warrant.

11.              Stockholder Agreements. This Warrant and the Warrant Shares exercisable hereunder are subject to the terms of each of those certain Investors’ Rights Agreement, Right of First Refusal Agreement and Voting Agreement, as each may be amended or restated from time to time, each dated November 15, 2019 (collectively, and as the same may hereafter be amended, the “Stockholder Agreements”). In the event that Holder is not already a party to each of the Stockholder Agreements, as a condition precedent to the Company’s issuance of any of the Warrant Shares exercisable hereunder, Holder shall execute an adoption agreement in a form acceptable to the Company providing that Holder become a party as an “Investor” to each of the Stockholder Agreements.

12.              Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflicts of law thereof.

13.              Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, by commercial delivery service, mailed by registered or certified mail (return receipt requested), sent via facsimile (with confirmation of receipt) or electronic mail to the parties at the address for each party, as set forth in the introductory paragraph with respect to the Holder and in the case of the Company, at 201 E. Kennedy Blvd, Suite 700, Tampa, Florida 33602.

14.              Acceptance of Warrant. By acceptance of this Warrant, the Holder accepts and agrees to be bound by all of the terms and provisions set forth herein.

* * *

Issuance date: April 17, 2020

FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer the attached Warrant.)

FOR VALUE RECEIVED, __________________________hereby sells, assigns, and transfers unto __________________ a Warrant to purchase the Warrant Shares, together with all right, title, and interest therein, and does hereby irrevocably constitute and appoint __________________________ attorney to transfer such Warrant on the books of the Company, with full power of substitution.

The signature on the foregoing Assignment must correspond to the name as written upon the face of this Warrant in every particular, without alteration or enlargement or any change whatsoever.

NOTICE OF EXERCISE

The undersigned hereby exercises his or its rights to purchase _______ Warrant Shares covered by the within Warrant and tenders payment herewith in the amount of $_________ by [tendering cash or delivering a certified check or bank cashier’s check, payable to the order of the Company] [surrendering ______ shares of Common Stock received upon exercise of the attached Warrant, which shares have a Current Market Price equal to such payment] in accordance with the terms thereof, and requests that certificates for such securities be issued in the name of, and delivered to:

_______________________________________

_______________________________________

_______________________________________

(Print Name, Address and Social Security

or Tax Identification Number)

and, if such number of Warrant Shares shall not be all the Warrant Shares covered by the within Warrant, that a new Warrant for the balance of the Warrant Shares covered by the within Warrant be registered in the name of, and delivered to, the undersigned at the address stated below.

Address:

______________________________________

______________________________________

______________________________________

EXHIBIT 9

Bridge Note #2

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

H-CYTE, INC.

SECURED CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, H-Cyte, Inc., a Nevada corporation (“Maker”), promises to pay to FWHC Bridge, LLC, a Delaware limited liability company (“Holder”), the sum of One Million Five Hundred Thirty-Five Thousand Five Hundred Seventy Dollars ($1,535,570) (the “Principal Balance”), together with simple interest from the date of this Secured Convertible Promissory Note (this “Note”) on the unpaid Principal Balance at a rate equal to 12% per annum (subject to Section 16 below), computed on the basis of the actual number of days elapsed and a year of 365 or 366 days, as the case may be. This Note is one of the “Notes” issued pursuant to the Secured Convertible Note and Warrant Purchase Agreement, dated as of April 17, 2020 (as amended or supplemented, the “Purchase Agreement”) between Maker, Holder and the other purchasers thereunder and the holders of other Notes are sometimes referred to herein as “Holders”.

The following is a statement of the rights of Holder and the conditions to which this Note is subject, and to which Holder, by the acceptance of this Note, agrees:

1.                   Definitions. All capitalized terms used but not defined in this Note have the meanings given to them in the Purchase Agreement.

2.                  Maturity Date. Unless this Note is converted under Section 8 or prepaid in full pursuant to Section 4, the unpaid Principal Balance, together with any accrued but unpaid interest under this Note, shall be due and payable by Maker on October 31, 2020 (the “Maturity Date”).

3.                   Security. This Note is secured by the collateral of the Company pledged by the Company to the Holders pursuant to that certain Security Agreement (as it may be amended, the “Security Agreement”) dated as of the date hereof, among the Company, the existing subsidiaries of the Company and the Lead Purchaser (as agent for the Holders).

4.                   Prepayment. Except as provided in Section 8(b) with respect to a Sale of the Company, this Note and all or any Principal Balance or interest hereunder may not be prepaid by Maker without the prior written consent of the Lead Purchaser.

5.                 Notice of Sale of the Company. In the event that Maker takes any action to approve or enter into any transaction constituting a Sale of the Company, Maker shall provide Holder with at least ten (10) days’ prior written notice of the anticipated closing date of such transaction. A “Sale of the Company” means (a) the closing of the sale, transfer or other disposition, in a single transaction or series of related transactions, or all or substantially all of the Maker’s assets, (b) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from stockholders of the Maker shares representing more than fifty percent (50%) of the outstanding voting power of the Maker; or (c) a transaction that qualifies as a “Deemed Liquidation Event” as defined in the Certificate. For the avoidance of doubt, a transaction will not constitute a “Sale of the Company” if its sole purpose is to change the state of Maker’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held Maker’s securities immediately prior to such transaction.

6.                   Events of Default. The occurrence of any of the following shall constitute an “Event of Default” under this Note:

(a)                Failure to Pay. Maker fails to make any payment of principal or interest when due under the terms of this Note; provided that a failure to pay the Principal Balance and all accrued but unpaid interest at the Maturity Date shall only constitute an Event of Default if such failure continues unremedied for a period of ten (10) days following the Maturity Date after written notice from the Lead Purchaser;

(b)                Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of Maker or of all or a substantial part of the property of Maker, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to Maker or the debts of Maker under any bankruptcy, insolvency or other similar law now or hereafter in effect are commenced and an order for relief entered or such proceeding is not dismissed or discharged within ninety (90) days of such commencement; or

(c)                Voluntary Bankruptcy or Insolvency Proceedings. Maker (i) applies for or consents to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) admits in writing to its inability to pay its debts generally as they mature, (iii) makes a general assignment for the benefit of its or any of its creditors, (iv) is dissolved or liquidated, (v) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consents to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it.

(d)                Breach of Purchase Agreement. Any breach of or default under the Purchase Agreement that remains uncured for ten (10) days after written notice from the Lead Purchaser.

7.                   Rights of Holder upon Default. Upon the occurrence or existence of any Event of Default (other than an Event of Default referred to in Sections 6(b) and 6(c)) and at any time thereafter during the continuance of such Event of Default, Holder may, by written notice to Maker and with the prior written consent of the Lead Purchaser, declare the outstanding Principal Balance, together with accrued interest, to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. Upon the occurrence or existence of any Event of Default described in Sections 6(b) and 6(c), immediately and without notice, the outstanding Principal Balance, together with accrued interest, shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default and at any time thereafter during the continuance of such Event of Default, Holder may, with the prior written consent of the Lead Purchaser, exercise any other right, power or remedy, either by suit in equity or by action at law, or both. All of the rights, powers and remedies of Holder shall be cumulative, and may be exercised independently, concurrently or successively in Holder’s sole discretion. No waiver by Holder of any default shall operate as a waiver of any other default or of the same default on a future occasion. No delay or omission on the part of Holder in exercising any right or remedy shall operate as a waiver thereof and no single or partial exercise by Holder of any right or remedy shall preclude any other or future exercise thereof or the exercise of any other right or remedy.

8.                   Conversion.

(a)              Mandatory Conversion Upon Qualified Financing Closing. If any and all amounts due hereunder are not paid in full on or before the Qualified Financing Closing, concurrently with the Qualified Financing Closing and subject to the terms and conditions set forth herein, the entire Principal Balance of this Note, together with any accrued and unpaid interest thereon, shall automatically convert into fully paid and non-assessable shares (rounded up to the nearest whole share) of the series of preferred stock of Maker issued pursuant to such Qualified Financing (the “New Securities”), such conversion in each case to occur concurrently with the Qualified Financing Closing. The number of shares of New Securities to be issued to Holder upon conversion of this Note pursuant to a Qualified Financing shall be equal to the product of (x) the Conversion Multiple and (y) the quotient obtained by dividing the entire Principal Balance of this Note, together with any accrued and unpaid interest thereon, as of the date of conversion, by the Conversion Price. The “Conversion Multiple” shall be equal to one (1), provided, that upon the occurrence of a Purchaser Subscription Default with respect to the Holder, the Conversion Multiple under this Note shall be automatically reduced to one-half (0.5) and instead of converting into the shares of New Securities in connection with such Qualified Financing, the Note shall convert into shares of Common Stock. The “Conversion Price” shall be equal to the lesser of (i) the price per share paid by the investors in such Qualified Financing for such New Securities (which are purchased for cash and not through conversion of Notes) and (ii) the price per share obtained by dividing (x) $3,000,000 by (y) the number of Fully-Diluted Shares outstanding immediately prior to the Qualified Financing Closing. “Fully-Diluted Shares” means all outstanding shares of capital stock of the Maker, assuming (A) the conversion of all convertible preferred stock and the conversion or exercise of warrants, options and all other securities convertible into or exercisable for shares of capital stock in the Maker (other than the Notes) regardless of whether such convertible securities are “in the money”, and (B) the issuance of all shares of capital stock reserved for issuance under any equity plan of the Maker, including any additional stock reserved in connection with the Qualified Financing. The issuance of any New Securities pursuant to the conversion of the Note in connection with the Qualified Financing shall be upon and subject to the same terms and conditions applicable to the New Securities sold in the Qualified Financing.

(b)                Conversion or Repayment Upon a Sale of the Company.

(i)            In the event of a Sale of the Company prior to the Qualified Financing Closing or the Maturity Date, the Holder shall be entitled, at the election of the Holder, either (A) to receive payment of the outstanding Principal Balance of, together with any accrued and unpaid interest thereon, this Note as of the initial closing of the Sale of the Company, in such form of consideration as is paid to the Maker’s shareholders in such Sale of the Company, or (B) to convert the outstanding Principal Balance together with any accrued and unpaid interest thereon, immediately prior to the closing of the Sale of the Company, into the number of shares of the Company’s Series D Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”) as is equal to the product of (x) two (2) and (y) the quotient obtained by dividing the outstanding Principal Balance and unpaid interest on this Note as of the date of conversion by the Sale Conversion Price. “Sale Conversion Price” means a price per share equal to the lesser of (x) 75% of the gross per-share consideration a holder of Series D Preferred Stock (excluding for purposes of this calculation any holders receiving shares of Series D Preferred Stock upon conversion of their Notes immediately prior to such Sale of the Company event) receives or is deemed to have received with respect to each such share of Shares D Preferred Stock in such Sale of the Company (assuming the Series D Preferred Stock did not convert into shares of Common Stock in connection with such Sale of the Company) and (y) the price per share obtained by dividing (I) $3,000,000 by (II) the number of Fully-Diluted Shares outstanding immediately prior to the closing of the Sale of the Company, such conversion in each case to occur (or be given effect) immediately prior to the closing of such Sale of the Company.

(ii)            Maker shall give Holder written notice of any Sale of the Company at least ten (10) days prior to the anticipated closing date thereof, and Holder shall give Maker written notice of their election in accordance with the foregoing at least five (5) days prior to such anticipated closing date. Holder acknowledges and agrees that the conversion of the Notes in connection with a Sale of the Company may be conditioned upon Holder’s execution of certain agreements and consents in the form agreed to by Maker and the acquiring party in the Sale of the Company including, without limitation, representations, warranties, escrows and indemnifications, if any, relating to the Conversion Shares issued upon conversion of the Notes.

(c)                Optional Conversion. If a Qualified Financing Closing does not take place on or prior to the Maturity Date, at any time on or after the Maturity Date, at the election of the Lead Purchaser, this Note together with all other Notes shall be converted into the number of shares of Series D Preferred Stock of the Company as is equal to the quotient obtained by dividing the outstanding Principal Balance and unpaid interest on this Note as of the date of conversion by the product of (x) 50 and (y) the quotient obtained by dividing (A) $3,000,000 by (B) the number of Fully-Diluted Shares outstanding immediately prior to the date of such conversion (subject to adjustments for stock dividends, splits, combinations and similar events).

(d)                Conversion Procedure. Upon the conversion of this Note, the Principal Balance, together with any accrued and unpaid interest thereon, shall be converted into Conversion Shares, shares of Common Stock or shares of Series D Preferred Stock, as applicable, in each case held by the Holder. The Company will not be required to issue or deliver the Conversion Shares, shares of Common Stock or shares of Series D Preferred Stock, as applicable, until the Holder has surrendered this Note to the Company (or provided an instrument of cancellation or affidavit of lost note). Upon a conversion under Section 8(a) or 8(c), Maker shall, within five (5) Business Days after such delivery, or such agreement and indemnification, issue and deliver certificates representing the number of fully paid and non-assessable shares of the New Securities, shares of Common Stock or Series D Preferred Stock, as applicable, into which the Note converts in accordance with the agreed conversion terms (bearing such legends as are required by the Purchase Agreement). Maker shall take all action to designate and authorize a sufficient number of shares of stock to be issued upon conversion to the New Securities, shares of Common Stock or Series D Preferred Stock, as applicable, following a conversion pursuant to this Section 8.

(e)              Joinder to Investment Documents. If this Note is converted into any shares of equity securities, Maker will prepare any joinder or amendment to any applicable Existing Investment Documents as necessary or appropriate to expressly include Holder and its shares of equity securities received upon such conversion as an investor under such document(s) (with such adjustments and limitations as may apply for such equity securities of that type and due to the amount of Holder’s stock ownership), and Holder and Maker will execute same.

(f)                Effect of Conversion. Upon conversion of this Note in full, Maker shall be forever released from all its obligations and liabilities under this Note and the Note shall be deemed to be cancelled as of such time and any collateral of the Company pledged under the Security Agreement shall be released.

9.                  Pari Passu Notes. Holder acknowledges and agrees that the payment of all or any portion of the outstanding Principal Balance of this Note and all interest hereon shall be pari passu in right of payment and in all other respects to the other convertible promissory note(s) issued pursuant to the Purchase Agreement or pursuant to the terms of such notes. Maker shall make any payments under this Note and such other notes pro rata among the Holders of such notes based on the respective principal balances (together with any accrued and unpaid interest thereon) outstanding under them at the time of payment.

10.               Successors and Assigns. Subject to the restrictions on transfer described in Sections 12 and 13 below, the rights and obligations of Maker and Holder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

11.             Waiver and Amendment. Any term, covenant, agreement or condition of this Note may be amended, and compliance therewith may be waived (either generally or in a particular circumstance and either retroactively or prospectively), in the manner specified in Section 8.12 of the Purchase Agreement. Any amendment or waiver in accordance with this Section 11 will be binding upon each of Maker, Holder, and any subsequent holder of this Note.

12.               Transfer of this Note by Holder. Holder may not assign, pledge, or otherwise transfer this Note without the prior written consent of Maker and the Lead Purchaser, except that Holder may assign this Note and its rights hereunder to any Affiliate of Holder; provided that Maker is given written notice at the time of such assignment stating the name and address of the assignee and such assignee agrees in writing to be bound by the terms of this Note, the Purchase Agreement and the other Transaction Documents. Subject to the foregoing, this Note may be transferred only upon compliance with the securities law restrictions set forth in this Note, the Purchase Agreement and the other Transaction Documents, the surrender of the original Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to Maker and its counsel. Thereupon, a new note for the same Principal Balance and interest will be issued to, and registered in the name of, the assignee. Interest and Principal Balance amounts are payable only to the registered holder of this Note.

13.               Assignment by Maker. Neither this Note nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by Maker without the prior written consent of Holder.

14.               Notices. All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be made and effective as set forth in the Purchase Agreement.

15.               Payment. All payments of Principal Balance, interest and any other amounts (other than by conversion) shall be made in lawful money of the United States of America and in immediately available funds at such place as Holder may from time to time designate in writing to Maker. Payment shall be credited first to Holder expenses, second to accrued interest then due and payable, if any, and then the remainder applied to the Principal Balance. All payments by the Maker under this Note shall be made without set-off or counterclaim and be free and clear and without any deduction or withholding for any taxes or fees of any nature whatsoever, unless the obligation to make such deduction or withholding is imposed by law. The Maker shall pay and save Holder harmless from all liabilities with respect to or resulting from any delay or omission to make any such deduction or withholding required by law.

16.               Usury; Default Interest. During any period in which an Event of Default has occurred and is continuing, the Maker shall pay interest on the unpaid Principal Balance of this Note at a rate per annum equal to the rate otherwise applicable hereunder plus 6%. In the event any interest is paid on this Note which is deemed to be in excess of the then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of Principal Balance and applied against the Principal Balance of this Note.

17.               Coordinated Action. Holder may not institute any action to collect this Note or any other action with respect to this Note or the obligations hereunder without the prior written consent of the Lead Purchaser, as Agent for all Holders. In connection therewith, the provisions of Section 7 of the Purchase Agreement will apply, mutatis mutandis, with respect to any action taken by the Agent on behalf of all Holders. The Lead Purchaser, or any successor Agent, shall be an express third party beneficiary of the provisions of this Section 17.

18.               Prevailing Party. In any action at law or in equity to enforce or construe any provisions or rights under this Note, the non-prevailing party to such litigation, as determined by a court pursuant to a final order, judgment or decree, shall pay to the prevailing party all costs, expenses and reasonable attorneys’ fees incurred by such prevailing party (including, without limitation, such costs, expenses and fees on any appeal), which costs, expenses and attorneys’ fees shall be included as part of any order, judgment or decree.

19.               Loss of Note. Upon receipt by Maker of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Note or any Note exchanged for it, and indemnity satisfactory to the Maker (in case of loss, theft or destruction) or surrender and cancellation of such Note (in the case of mutilation), Maker will (at Holder’s expense) make and deliver in lieu of such Note a new Note of like tenor.

20.               Saturdays, Sundays, Holidays. If any date that may at any time be specified in this Note as a date for the making of any payment of principal or interest under this Note shall fall on Saturday, Sunday or legal holiday in the State of Florida, then the date for the making of that payment shall be the next subsequent day which is not a Saturday, Sunday, or legal holiday.

21.               Governing Law; Jurisdiction and Venue. The provisions of Sections 8.4 and 8.5 of the Purchase Agreement will apply, mutatis mutandis, with respect to any dispute arising out of this Note.

22.               Waiver of Jury Trial. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE.

23.               No Rights as a Stockholder. Nothing contained in this Note shall be construed as conferring upon Holder, prior to the conversion of this Note, any rights of a shareholder of Maker, including the right to vote or to receive dividends, solely as it relates to this Note.

24.               Time is of the Essence. Time is of the essence with respect to the payment and performance of the obligations of this Note.

25.               Acceptance of Note. By acceptance of this Note, the Holder accepts and agrees to be bound by all of the terms and provisions set forth herein.

26.             Documentary Stamp Taxes. MAKER SHALL BE LIABLE FOR DOCUMENTARY STAMP TAXES AND ANY PENALTIES AND INTEREST ASSOCIATED WITH THAT TAX PAYABLE WITH RESPECT TO THIS NOTE, AND ANY SUBSEQUENT RENEWALS, MODIFICATIONS OR AMENDMENTS OF THIS NOTE.

[Signature page follows]

IN WITNESS WHEREOF, Maker has caused this Note to be issued as of the date first written above.

Secured Convertible Promissory Note Payable to FWHC Bridge, LLC

EXHIBIT 10

Bridge Warrant #2

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE SUBJECT TO THAT CERTAIN VOTING AGREEMENT, INVESTORS’ RIGHTS AGREEMENT AND RIGHT OF FIRST REFUSAL AGREEMENT, EACH DATED NOVEMBER 15, 2019, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS.

THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN.

H-CYTE, INC.

Warrant for the Purchase of Shares of Common Stock, par value $0.001 per share

Original Issue Date: April 17, 2020

THIS CERTIFIES that, for value received, FWHC Bridge, LLC, a Delaware limited liability company, whose address is [ ] (the “Holder”), is entitled to subscribe for and purchase from H-Cyte, Inc., a Nevada corporation f/k/a Medovex Corp. (the “Company”), upon the terms and conditions set forth herein, up to the number of Warrant Shares at a purchase price per share equal to the Exercise Price, subject to the provisions and upon the terms and conditions set forth herein. This Warrant was issued to the Holder in connection with the transactions contemplated by that certain Secured Convertible Note and Warrant Purchase Agreement (the “Purchase Agreement”), dated April 17, 2020, among the Company and the Purchasers signatory thereto.

The number of shares of Common Stock issuable upon exercise of this Warrant (the “Warrant Shares”) and the Exercise Price may be adjusted from time to time as hereinafter set forth.

1.                  Definitions. Capitalized terms used in this Warrant but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. For purposes of this Warrant, the following terms shall have the following definitions:

(a)               “Exercise Period Commencement Time” means 10:00 a.m. (New York City time) on the day immediately following the Qualified Financing Closing, provided that if a Qualified Financing Closing does not occur prior to the Maturity Date of the Holder Note, then Exercise Period Commencement Time means 10:00 a.m. (New York City time) on the day immediately following the Maturity Date of the Holder Note.

(b)               “Exercise Price” means the Conversion Price set forth in the Holder Note (subject to adjustment as provided herein), provided that if a Qualified Financing does not occur on or prior to the Maturity Date of the Holder Note, the Exercise Price shall be equal to the price per share obtained by dividing (x) $3,000,000 by (y) the number of Fully-Diluted Shares outstanding immediately prior to the Maturity Date.

(c)               “Fully-Diluted Shares” all outstanding shares of capital stock of the Company, assuming (A) the conversion of all convertible preferred stock and the conversion or exercise of warrants, options and all other securities convertible into or exercisable for shares of capital stock in the Company (other than the Holder Notes) regardless of whether such convertible securities are “in the money”, and (B) the issuance of all shares of capital stock reserved for issuance under any equity plan of the Company, including any additional stock reserved in connection with a Qualified Financing.

(d)               “Holder Note” means the Secured Convertible Promissory Note dated as of the date hereof, in the original principal amount of $1,535,570 made by the Company and payable to the Holder.

(e)               “Warrant” means and includes this Warrant and any Common Stock or warrants hereafter issued as a consequence of the exercise or transfer of this Warrant in whole or in part.

(f)                “Warrant Coverage Amount” means an amount equal to one hundred percent (100%) of the aggregate number of shares of Common Stock into which the Conversion Shares issuable upon conversion of the Holder Note may be converted.

(g)               “Warrant Shares” means the number of shares of the Company’s Common Stock equal to the quotient obtained by dividing the Warrant Coverage Amount by the Exercise Price.

(h)               “VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Lead Purchaser and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

2.                  Exercise Period. Subject to the terms and conditions set forth herein, this Warrant may be exercised at any time or from time to time during the period commencing on Exercise Period Commencement Time and ending at the earlier to occur of (a) 5:00 p.m. (New York City time) on the tenth (10th) anniversary of the Exercise Period Commencement Date and (b) 5:00 p.m. (New York City time) on the day immediately prior to the occurrence of a Purchaser Subscription Default with respect to the Holder (the “Exercise Period”).

3.                  Procedure for Exercise; Effect of Exercise.

(a)               Cash Exercise. This Warrant may be exercised, in whole or in part, by the Holder during normal business hours on any business day during the Exercise Period by (i) the presentation and surrender of this Warrant to the Company at its principal office (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) along with a duly executed Notice of Exercise (in the form attached hereto) specifying the number of Warrant Shares to be purchased, and (ii) delivery of payment to the Company of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise by cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier’s check.

(b)               Cashless Exercise. If the Warrant has been outstanding for six (6) months and there is no effective registration statement including the Warrant Shares, this Warrant may also be exercised by the Holder through a cashless exercise, as described in this Section 3(b). In such case, this Warrant may be exercised, in whole or in part, by the Holder during normal business hours on any business day during the Exercise Period by the presentation and surrender of this Warrant to the Company at its principal office (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) along with a duly executed Notice of Exercise specifying the number of Warrant Shares to be applied to such exercise. The number of shares of Common Stock to be issued upon exercise of this Warrant pursuant to this Section 3(b) shall equal the value of this Warrant (or the portion thereof being canceled) computed as of the date of delivery of this Warrant to the Company using the following formula:

Where:

For purposes of this Section 3(b), Current Market Price shall have the definition provided in Section 7(g).

The Company acknowledges and agrees that this Warrant was issued on the date set forth at the end of this Warrant. Consequently, the Company acknowledges and agrees that, if the Holder conducts a cashless exercise pursuant to this Section 3(b), the period during which the Holder held this Warrant may, for purposes of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), be “tacked” to the period during which the Holder holds the Warrant Shares received upon such cashless exercise.

(c)               Effect of Exercise. Upon receipt by the Company of this Warrant and a Notice of Exercise, together with proper payment of the Exercise Price, as provided in this Section 3, the Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant has been surrendered and payment has been made for such Warrant Shares in accordance with this Warrant and the Holder shall be deemed to be the holder of record of the Warrant Shares, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Holder. A stock certificate or certificates for the Warrant Shares specified in the Notice of Exercise shall be delivered to the Holder as promptly as practicable, and in any event within seven (7) business days, thereafter. The stock certificate(s) so delivered shall be in any such denominations as may be reasonably specified by the Holder in the Notice of Exercise. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the right of the Holder to purchase the balance of the Warrant Shares subject to purchase hereunder.

4.                  Registration of Warrants; Transfer of Warrants. Any Warrants issued upon the transfer or exercise in part of this Warrant shall be numbered and shall be registered in a Warrant Register as they are issued. The Company shall be entitled to treat the registered holder of any Warrant on the Warrant Register as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such Warrant on the part of any other person, and shall not be liable for any registration or transfer of Warrants which are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary unless made with the actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration or transfer, or with the knowledge of such facts that its participation therein amounts to bad faith. This Warrant shall be transferable only on the books of the Company upon delivery thereof duly endorsed by the Holder or by its duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment, or authority to transfer. In all cases of transfer by an attorney, executor, administrator, guardian, or other legal representative, duly authenticated evidence of his or its authority shall be produced. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the person entitled thereto. This Warrant may be exchanged, at the option of the Holder thereof, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of Warrant Shares, upon surrender to the Company or its duly authorized agent.

5.                  Restrictions on Transfer.

(a)               The Holder, as of the date of issuance hereof, represents to the Company that such Holder is acquiring the Warrants for its own account for investment purposes and not with a view to the distribution thereof or of the Warrant Shares. Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 5(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 or Rule 144A under the Securities Act; provided, however, that the Holder may freely transfer this Warrant or such Warrant Shares (without delivery to the Company of an opinion of counsel) (i) to one of its nominees, affiliates or a nominee thereof, (ii) to a pension or profit-sharing fund established and maintained for its employees or for the employees of any affiliate, (iii) from a nominee to any of the aforementioned persons as beneficial owner of this Warrant or such Warrant Shares, (iv) to a qualified institutional buyer, so long as such transfer is effected in compliance with Rule 144A under the Securities Act, or (v) to an accredited investor (as such term is defined in Regulation D under the Securities Act).

(b)               The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 5(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company.

(c)               Each stock certificate representing Warrant Shares issued upon exercise or exchange of this Warrant and any other securities issued in respect of the Warrant Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall bear the following legend (unless the opinion of counsel referred to in Section 5(b) states such legend is not required) in addition to any other agreement to which the Holder is subject:

“THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.”

The Holder understands that the Company may place, and may instruct any transfer agent or depository for the Warrant Shares to place, a stop transfer notation in the securities records in respect of the Warrant Shares.

6.                  Reservation of Shares. The Company shall at all times during the Exercise Period reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of providing for the exercise of the rights to purchase all Warrant Shares granted pursuant to the Warrants, such number of shares of Common Stock as shall, from time to time, be sufficient therefor. The Company covenants that all shares of Common Stock issuable upon exercise of this Warrant, upon receipt by the Company of the full Exercise Price therefor, and all shares of Common Stock issuable upon conversion of this Warrant, shall be validly issued, fully paid, non-assessable, and free of preemptive rights, and free from all taxes, claims, liens, charges and other encumbrances.

7.                  Certain Adjustments.

(a)               The Exercise Price shall be subject to adjustment from time to time as follows:

(i)                 In the event that the Company shall (A) pay a dividend or make a distribution to all its stockholders, in shares of Common Stock, on any class of capital stock of the Company or any subsidiary which is not directly or indirectly wholly owned by the Company, (B) split or subdivide its outstanding Common Stock into a greater number of shares, or (C) combine its outstanding Common Stock into a smaller number of shares, then in each such case the Exercise Price in effect immediately prior thereto shall be adjusted so that the Holder of a Warrant thereafter surrendered for Exercise shall be entitled to receive the number of shares of Common Stock that such Holder would have owned or have been entitled to receive after the occurrence of any of the events described above had such Warrant been exercised immediately prior to the occurrence of such event. An adjustment made pursuant to this Section 7(a)(i) shall become effective immediately after the close of business on the record date in the case of a dividend or distribution (except as provided in Section 7(e) below) and shall become effective immediately after the close of business on the effective date in the case of such subdivision, split or combination, as the case may be. Any shares of Common Stock issuable in payment of a dividend shall be deemed to have been issued immediately prior to the close of business on the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock under clauses (c) and (d) below.

(ii)              No adjustment in the Exercise Price shall be required unless the adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments that by reason of this Section 7(a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 7(a) shall be made to the nearest cent or nearest 1/100th of a share.

(iii)            The Company from time to time may reduce the Exercise Price by any amount for any period of time in the discretion of the Board of Directors. A voluntary reduction of the Exercise Price does not change or adjust the Exercise Price otherwise in effect for purposes of this Section 7(a).

(iv)             In the event that, at any time as a result of an adjustment made pursuant to Section 7(a)(i) or 7(a)(ii) above, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive any shares of the Company other than shares of the Common Stock, thereafter the number of such other shares so receivable upon exercise of any such Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Section 7(a)(i) or 7(a)(ii) above, and the other provisions of this Section 7(a) with respect to the Common Stock shall apply on like terms to any such other shares.

(b)               In case of any reclassification of the Common Stock (other than in a transaction to which Section 7(a)(i) applies), any consolidation of the Company with, or merger of the Company into, any other entity, any merger of another entity into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), any sale or transfer of all or substantially all of the assets of the Company or any compulsory share exchange, pursuant to which share exchange the Common Stock is converted into other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the Holder of a Warrant then outstanding shall have the right thereafter, during the period such Warrant shall be exercisable, to exercise such Warrant only for the kind and amount of securities, cash and other property receivable upon the reclassification, consolidation, merger, sale, transfer or share exchange by a holder of the number of shares of Common Stock of the Company into which a Warrant might have been able to exercise for immediately prior to the reclassification, consolidation, merger, sale, transfer or share exchange assuming that such holder of Common Stock failed to exercise rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon consummation of such transaction subject to adjustment as provided in Section 7(a) above following the date of consummation of such transaction. The provisions of this Section 7(b) shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges.

(c)               If (i) the Company shall take any action which would require an adjustment in the Exercise Price pursuant to Section 7(a); (ii) the Company shall authorize the granting to the holders of its Common Stock generally of rights, warrants or options to subscribe for or purchase any shares of any class or any other rights, warrants or options; (iii) there shall be any reclassification or change of the Common Stock (other than a subdivision or combination of its outstanding Common Stock or a change in par value) or any consolidation, merger or statutory share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or the sale or transfer of all or substantially all of the assets of the Company; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in each such case, the Company shall cause to be filed with the transfer agent for the Warrants and shall cause to be mailed to each Holder at such Holder’s address as shown on the books of the transfer agent for the Warrants, as promptly as possible, but at least 30 days prior to the applicable date hereinafter specified, a notice stating (A) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights, warrants or options are to be determined, or (B) the date on which such reclassification, change, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassification, change, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice or any defect therein shall not affect the legality or validity of the proceedings described in this Section 7(c).

(d)               Whenever the Exercise Price is adjusted as herein provided, the Company shall promptly file with the transfer agent for the Warrants a certificate of an officer of the Company setting forth the Exercise Price after the adjustment and setting forth a brief statement of the facts requiring such adjustment and a computation thereof. The Company shall promptly cause a notice of the adjusted Exercise Price to be mailed to each Holder.

(e)               In any case in which Section 7(a) provides that an adjustment shall become effective immediately after a record date for an event and the date fixed for such adjustment pursuant to Section 7(a) occurs after such record date but before the occurrence of such event, the Company may defer until the actual occurrence of such event (i) issuing to the Holder of any Warrants exercised after such record date and before the occurrence of such event the additional shares of Common Stock issuable upon such conversion by reason of the adjustment required by such event over and above the Common Stock issuable upon such exercise before giving effect to such adjustment, and (ii) paying to such holder any amount in cash in lieu of any fraction pursuant to Section 7(h).

(f)                In case the Company shall take any action affecting the Common Stock, other than actions described in this Section 7, which in the opinion of the Board of Directors would materially adversely affect the exercise right of the Holders, the Exercise Price may be adjusted, to the extent permitted by law, in such manner, if any, and at such time, as the Board of Directors may determine to be equitable in the circumstances; provided, however, that in no event shall the Board of Directors be required to take any such action.

(g)               For the purpose of any computation under Section 3(b) or this Section 7, the “Current Market Price” per share of Common Stock shall mean the VWAP of the Common Stock on the day in question.

(h)               The Company shall not be required to issue fractions of shares of Common Stock or other capital stock of the Company upon the exercise of this Warrant. If any fraction of a share would be issuable on the exercise of this Warrant (or specified portions thereof), the Company shall purchase such fraction for an amount in cash equal to the same fraction of the Current Market Price of such share of Common Stock on the date of exercise of this Warrant.

8.                  Transfer Taxes. The issuance of any shares or other securities upon the exercise of this Warrant, and the delivery of certificates or other instruments representing such shares or other securities, shall be made without charge to the Holder for any tax or other charge in respect of such issuance. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of any certificate in a name other than that of the Holder and the Company shall not be required to issue or deliver any such certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

9.                  Loss or Mutilation of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of any Warrant (and upon surrender of any Warrant if mutilated), and upon reimbursement of the Company’s reasonable incidental expenses, the Company shall execute and deliver to the Holder thereof a new Warrant of like date, tenor, and denomination in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate provided, however, that, if the Company’s stock is publicly traded, the Company may require the posting of a bond in an amount and nature as is customary and reasonable given the circumstances.

10.              No Rights as a Stockholder. The Holder of any Warrant shall not have, solely on account of such status, any rights of a stockholder of the Company, either at law or in equity, or to any notice of meetings of stockholders or of any other proceedings of the Company, except as provided in this Warrant.

11.              Stockholder Agreements. This Warrant and the Warrant Shares exercisable hereunder are subject to the terms of each of those certain Investors’ Rights Agreement, Right of First Refusal Agreement and Voting Agreement, as each may be amended or restated from time to time, each dated November 15, 2019 (collectively, and as the same may hereafter be amended, the “Stockholder Agreements”). In the event that Holder is not already a party to each of the Stockholder Agreements, as a condition precedent to the Company’s issuance of any of the Warrant Shares exercisable hereunder, Holder shall execute an adoption agreement in a form acceptable to the Company providing that Holder become a party as an “Investor” to each of the Stockholder Agreements.

12.              Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflicts of law thereof.

13.              Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, by commercial delivery service, mailed by registered or certified mail (return receipt requested), sent via facsimile (with confirmation of receipt) or electronic mail to the parties at the address for each party, as set forth in the introductory paragraph with respect to the Holder and in the case of the Company, at 201 E. Kennedy Blvd, Suite 700, Tampa, Florida 33602.

14.              Purchaser Subscription Default. For the avoidance of doubt, this Warrant shall terminate immediately upon the occurrence of a Purchaser Subscription Default with respect to the Holder and any Warrants Shares issued by the Company on, prior to or following the occurrence of such a Purchaser Subscription Default with respect to the Holder shall be null and void, ab initio, without further action or notice.

15.              Acceptance of Warrant. By acceptance of this Warrant, the Holder accepts and agrees to be bound by all of the terms and provisions set forth herein.

* * *

Issuance date: April 17, 2020

FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer the attached Warrant.)

FOR VALUE RECEIVED, __________________________hereby sells, assigns, and transfers unto __________________ a Warrant to purchase the Warrant Shares, together with all right, title, and interest therein, and does hereby irrevocably constitute and appoint __________________________ attorney to transfer such Warrant on the books of the Company, with full power of substitution.

The signature on the foregoing Assignment must correspond to the name as written upon the face of this Warrant in every particular, without alteration or enlargement or any change whatsoever.

NOTICE OF EXERCISE

The undersigned hereby exercises his or its rights to purchase _______ Warrant Shares covered by the within Warrant and tenders payment herewith in the amount of $_________ by [tendering cash or delivering a certified check or bank cashier’s check, payable to the order of the Company] [surrendering ______ shares of Common Stock received upon exercise of the attached Warrant, which shares have a Current Market Price equal to such payment] in accordance with the terms thereof, and requests that certificates for such securities be issued in the name of, and delivered to:

_______________________________________

_______________________________________

_______________________________________

(Print Name, Address and Social Security

or Tax Identification Number)

and, if such number of Warrant Shares shall not be all the Warrant Shares covered by the within Warrant, that a new Warrant for the balance of the Warrant Shares covered by the within Warrant be registered in the name of, and delivered to, the undersigned at the address stated below.

Address:

______________________________________

______________________________________

______________________________________

EXHIBIT 11

Bridge Friends Note

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

H-CYTE, INC.

SECURED CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, H-Cyte, Inc., a Nevada corporation (“Maker”), promises to pay to FWHC Bridge Friends, LLC, a Delaware limited liability company (“Holder”), the sum of One Hundred Thousand Dollars ($100,000) (the “Principal Balance”), together with simple interest from the date of this Secured Convertible Promissory Note (this “Note”) on the unpaid Principal Balance at a rate equal to 12% per annum (subject to Section 16 below), computed on the basis of the actual number of days elapsed and a year of 365 or 366 days, as the case may be. This Note is one of the “Notes” issued pursuant to the Secured Convertible Note and Warrant Purchase Agreement, dated as of April 17, 2020 (as amended or supplemented, the “Purchase Agreement”) between Maker, Holder and the other purchasers thereunder and the holders of other Notes are sometimes referred to herein as “Holders”.

The following is a statement of the rights of Holder and the conditions to which this Note is subject, and to which Holder, by the acceptance of this Note, agrees:

1.                   Definitions. All capitalized terms used but not defined in this Note have the meanings given to them in the Purchase Agreement.

2.                  Maturity Date. Unless this Note is converted under Section 8 or prepaid in full pursuant to Section 4, the unpaid Principal Balance, together with any accrued but unpaid interest under this Note, shall be due and payable by Maker on October 31, 2020 (the “Maturity Date”).

3.                   Security. This Note is secured by the collateral of the Company pledged by the Company to the Holders pursuant to that certain Security Agreement (as it may be amended, the “Security Agreement”) dated as of the date hereof, among the Company, the existing subsidiaries of the Company and the Lead Purchaser (as agent for the Holders).

4.                   Prepayment. Except as provided in Section 8(b) with respect to a Sale of the Company, this Note and all or any Principal Balance or interest hereunder may not be prepaid by Maker without the prior written consent of the Lead Purchaser.

5.       Notice of Sale of the Company. In the event that Maker takes any action to approve or enter into any transaction constituting a Sale of the Company, Maker shall provide Holder with at least ten (10) days’ prior written notice of the anticipated closing date of such transaction. A “Sale of the Company” means (a) the closing of the sale, transfer or other disposition, in a single transaction or series of related transactions, or all or substantially all of the Maker’s assets, (b) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from stockholders of the Maker shares representing more than fifty percent (50%) of the outstanding voting power of the Maker; or (c) a transaction that qualifies as a “Deemed Liquidation Event” as defined in the Certificate. For the avoidance of doubt, a transaction will not constitute a “Sale of the Company” if its sole purpose is to change the state of Maker’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held Maker’s securities immediately prior to such transaction.

6.                   Events of Default. The occurrence of any of the following shall constitute an “Event of Default” under this Note:

(a)                Failure to Pay. Maker fails to make any payment of principal or interest when due under the terms of this Note; provided that a failure to pay the Principal Balance and all accrued but unpaid interest at the Maturity Date shall only constitute an Event of Default if such failure continues unremedied for a period of ten (10) days following the Maturity Date after written notice from the Lead Purchaser;

(b)                Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of Maker or of all or a substantial part of the property of Maker, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to Maker or the debts of Maker under any bankruptcy, insolvency or other similar law now or hereafter in effect are commenced and an order for relief entered or such proceeding is not dismissed or discharged within ninety (90) days of such commencement; or

(c)                Voluntary Bankruptcy or Insolvency Proceedings. Maker (i) applies for or consents to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) admits in writing to its inability to pay its debts generally as they mature, (iii) makes a general assignment for the benefit of its or any of its creditors, (iv) is dissolved or liquidated, (v) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consents to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it.

(d)                Breach of Purchase Agreement. Any breach of or default under the Purchase Agreement that remains uncured for ten (10) days after written notice from the Lead Purchaser.

7.                   Rights of Holder upon Default. Upon the occurrence or existence of any Event of Default (other than an Event of Default referred to in Sections 6(b) and 6(c)) and at any time thereafter during the continuance of such Event of Default, Holder may, by written notice to Maker and with the prior written consent of the Lead Purchaser, declare the outstanding Principal Balance, together with accrued interest, to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. Upon the occurrence or existence of any Event of Default described in Sections 6(b) and 6(c), immediately and without notice, the outstanding Principal Balance, together with accrued interest, shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default and at any time thereafter during the continuance of such Event of Default, Holder may, with the prior written consent of the Lead Purchaser, exercise any other right, power or remedy, either by suit in equity or by action at law, or both. All of the rights, powers and remedies of Holder shall be cumulative, and may be exercised independently, concurrently or successively in Holder’s sole discretion. No waiver by Holder of any default shall operate as a waiver of any other default or of the same default on a future occasion. No delay or omission on the part of Holder in exercising any right or remedy shall operate as a waiver thereof and no single or partial exercise by Holder of any right or remedy shall preclude any other or future exercise thereof or the exercise of any other right or remedy.

8.                   Conversion.

(a)              Mandatory Conversion Upon Qualified Financing Closing. If any and all amounts due hereunder are not paid in full on or before the Qualified Financing Closing, concurrently with the Qualified Financing Closing and subject to the terms and conditions set forth herein, the entire Principal Balance of this Note, together with any accrued and unpaid interest thereon, shall automatically convert into fully paid and non-assessable shares (rounded up to the nearest whole share) of the series of preferred stock of Maker issued pursuant to such Qualified Financing (the “New Securities”), such conversion in each case to occur concurrently with the Qualified Financing Closing. The number of shares of New Securities to be issued to Holder upon conversion of this Note pursuant to a Qualified Financing shall be equal to the product of (x) the Conversion Multiple and (y) the quotient obtained by dividing the entire Principal Balance of this Note, together with any accrued and unpaid interest thereon, as of the date of conversion, by the Conversion Price. The “Conversion Multiple” shall be equal to one (1), provided, that upon the occurrence of a Purchaser Subscription Default with respect to the Holder, the Conversion Multiple under this Note shall be automatically reduced to one-half (0.5) and instead of converting into the shares of New Securities in connection with such Qualified Financing, the Note shall convert into shares of Common Stock. The “Conversion Price” shall be equal to the lesser of (i) the price per share paid by the investors in such Qualified Financing for such New Securities (which are purchased for cash and not through conversion of Notes) and (ii) the price per share obtained by dividing (x) $3,000,000 by (y) the number of Fully-Diluted Shares outstanding immediately prior to the Qualified Financing Closing. “Fully-Diluted Shares” means all outstanding shares of capital stock of the Maker, assuming (A) the conversion of all convertible preferred stock and the conversion or exercise of warrants, options and all other securities convertible into or exercisable for shares of capital stock in the Maker (other than the Notes) regardless of whether such convertible securities are “in the money”, and (B) the issuance of all shares of capital stock reserved for issuance under any equity plan of the Maker, including any additional stock reserved in connection with the Qualified Financing. The issuance of any New Securities pursuant to the conversion of the Note in connection with the Qualified Financing shall be upon and subject to the same terms and conditions applicable to the New Securities sold in the Qualified Financing.

(b)                Conversion or Repayment Upon a Sale of the Company.

(i)            In the event of a Sale of the Company prior to the Qualified Financing Closing or the Maturity Date, the Holder shall be entitled, at the election of the Holder, either (A) to receive payment of the outstanding Principal Balance of, together with any accrued and unpaid interest thereon, this Note as of the initial closing of the Sale of the Company, in such form of consideration as is paid to the Maker’s shareholders in such Sale of the Company, or (B) to convert the outstanding Principal Balance together with any accrued and unpaid interest thereon, immediately prior to the closing of the Sale of the Company, into the number of shares of the Company’s Series D Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”) as is equal to the product of (x) two (2) and (y) the quotient obtained by dividing the outstanding Principal Balance and unpaid interest on this Note as of the date of conversion by the Sale Conversion Price. “Sale Conversion Price” means a price per share equal to the lesser of (x) 75% of the gross per-share consideration a holder of Series D Preferred Stock (excluding for purposes of this calculation any holders receiving shares of Series D Preferred Stock upon conversion of their Notes immediately prior to such Sale of the Company event) receives or is deemed to have received with respect to each such share of Shares D Preferred Stock in such Sale of the Company (assuming the Series D Preferred Stock did not convert into shares of Common Stock in connection with such Sale of the Company) and (y) the price per share obtained by dividing (I) $3,000,000 by (II) the number of Fully-Diluted Shares outstanding immediately prior to the closing of the Sale of the Company, such conversion in each case to occur (or be given effect) immediately prior to the closing of such Sale of the Company.

(ii)            Maker shall give Holder written notice of any Sale of the Company at least ten (10) days prior to the anticipated closing date thereof, and Holder shall give Maker written notice of their election in accordance with the foregoing at least five (5) days prior to such anticipated closing date. Holder acknowledges and agrees that the conversion of the Notes in connection with a Sale of the Company may be conditioned upon Holder’s execution of certain agreements and consents in the form agreed to by Maker and the acquiring party in the Sale of the Company including, without limitation, representations, warranties, escrows and indemnifications, if any, relating to the Conversion Shares issued upon conversion of the Notes.

(c)                Optional Conversion. If a Qualified Financing Closing does not take place on or prior to the Maturity Date, at any time on or after the Maturity Date, at the election of the Lead Purchaser, this Note together with all other Notes shall be converted into the number of shares of Series D Preferred Stock of the Company as is equal to the quotient obtained by dividing the outstanding Principal Balance and unpaid interest on this Note as of the date of conversion by the product of (x) 50 and (y) the quotient obtained by dividing (A) $3,000,000 by (B) the number of Fully-Diluted Shares outstanding immediately prior to the date of such conversion (subject to adjustments for stock dividends, splits, combinations and similar events).

(d)                Conversion Procedure. Upon the conversion of this Note, the Principal Balance, together with any accrued and unpaid interest thereon, shall be converted into Conversion Shares, shares of Common Stock or shares of Series D Preferred Stock, as applicable, in each case held by the Holder. The Company will not be required to issue or deliver the Conversion Shares, shares of Common Stock or shares of Series D Preferred Stock, as applicable, until the Holder has surrendered this Note to the Company (or provided an instrument of cancellation or affidavit of lost note). Upon a conversion under Section 8(a) or 8(c), Maker shall, within five (5) Business Days after such delivery, or such agreement and indemnification, issue and deliver certificates representing the number of fully paid and non-assessable shares of the New Securities, shares of Common Stock or Series D Preferred Stock, as applicable, into which the Note converts in accordance with the agreed conversion terms (bearing such legends as are required by the Purchase Agreement). Maker shall take all action to designate and authorize a sufficient number of shares of stock to be issued upon conversion to the New Securities, shares of Common Stock or Series D Preferred Stock, as applicable, following a conversion pursuant to this Section 8.

(e)              Joinder to Investment Documents. If this Note is converted into any shares of equity securities, Maker will prepare any joinder or amendment to any applicable Existing Investment Documents as necessary or appropriate to expressly include Holder and its shares of equity securities received upon such conversion as an investor under such document(s) (with such adjustments and limitations as may apply for such equity securities of that type and due to the amount of Holder’s stock ownership), and Holder and Maker will execute same.

(f)                 Effect of Conversion. Upon conversion of this Note in full, Maker shall be forever released from all its obligations and liabilities under this Note and the Note shall be deemed to be cancelled as of such time and any collateral of the Company pledged under the Security Agreement shall be released.

9.                 Pari Passu Notes. Holder acknowledges and agrees that the payment of all or any portion of the outstanding Principal Balance of this Note and all interest hereon shall be pari passu in right of payment and in all other respects to the other convertible promissory note(s) issued pursuant to the Purchase Agreement or pursuant to the terms of such notes. Maker shall make any payments under this Note and such other notes pro rata among the Holders of such notes based on the respective principal balances (together with any accrued and unpaid interest thereon) outstanding under them at the time of payment.

10.               Successors and Assigns. Subject to the restrictions on transfer described in Sections 12 and 13 below, the rights and obligations of Maker and Holder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

11.             Waiver and Amendment. Any term, covenant, agreement or condition of this Note may be amended, and compliance therewith may be waived (either generally or in a particular circumstance and either retroactively or prospectively), in the manner specified in Section 8.12 of the Purchase Agreement. Any amendment or waiver in accordance with this Section 11 will be binding upon each of Maker, Holder, and any subsequent holder of this Note.

12.               Transfer of this Note by Holder. Holder may not assign, pledge, or otherwise transfer this Note without the prior written consent of Maker and the Lead Purchaser, except that Holder may assign this Note and its rights hereunder to any Affiliate of Holder; provided that Maker is given written notice at the time of such assignment stating the name and address of the assignee and such assignee agrees in writing to be bound by the terms of this Note, the Purchase Agreement and the other Transaction Documents. Subject to the foregoing, this Note may be transferred only upon compliance with the securities law restrictions set forth in this Note, the Purchase Agreement and the other Transaction Documents, the surrender of the original Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to Maker and its counsel. Thereupon, a new note for the same Principal Balance and interest will be issued to, and registered in the name of, the assignee. Interest and Principal Balance amounts are payable only to the registered holder of this Note.

13.               Assignment by Maker. Neither this Note nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by Maker without the prior written consent of Holder.

14.               Notices. All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be made and effective as set forth in the Purchase Agreement.

15.               Payment. All payments of Principal Balance, interest and any other amounts (other than by conversion) shall be made in lawful money of the United States of America and in immediately available funds at such place as Holder may from time to time designate in writing to Maker. Payment shall be credited first to Holder expenses, second to accrued interest then due and payable, if any, and then the remainder applied to the Principal Balance. All payments by the Maker under this Note shall be made without set-off or counterclaim and be free and clear and without any deduction or withholding for any taxes or fees of any nature whatsoever, unless the obligation to make such deduction or withholding is imposed by law. The Maker shall pay and save Holder harmless from all liabilities with respect to or resulting from any delay or omission to make any such deduction or withholding required by law.

16.               Usury; Default Interest. During any period in which an Event of Default has occurred and is continuing, the Maker shall pay interest on the unpaid Principal Balance of this Note at a rate per annum equal to the rate otherwise applicable hereunder plus 6%. In the event any interest is paid on this Note which is deemed to be in excess of the then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of Principal Balance and applied against the Principal Balance of this Note.

17.               Coordinated Action. Holder may not institute any action to collect this Note or any other action with respect to this Note or the obligations hereunder without the prior written consent of the Lead Purchaser, as Agent for all Holders. In connection therewith, the provisions of Section 7 of the Purchase Agreement will apply, mutatis mutandis, with respect to any action taken by the Agent on behalf of all Holders. The Lead Purchaser, or any successor Agent, shall be an express third party beneficiary of the provisions of this Section 17.

18.               Prevailing Party. In any action at law or in equity to enforce or construe any provisions or rights under this Note, the non-prevailing party to such litigation, as determined by a court pursuant to a final order, judgment or decree, shall pay to the prevailing party all costs, expenses and reasonable attorneys’ fees incurred by such prevailing party (including, without limitation, such costs, expenses and fees on any appeal), which costs, expenses and attorneys’ fees shall be included as part of any order, judgment or decree.

19.               Loss of Note. Upon receipt by Maker of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Note or any Note exchanged for it, and indemnity satisfactory to the Maker (in case of loss, theft or destruction) or surrender and cancellation of such Note (in the case of mutilation), Maker will (at Holder’s expense) make and deliver in lieu of such Note a new Note of like tenor.

20.               Saturdays, Sundays, Holidays. If any date that may at any time be specified in this Note as a date for the making of any payment of principal or interest under this Note shall fall on Saturday, Sunday or legal holiday in the State of Florida, then the date for the making of that payment shall be the next subsequent day which is not a Saturday, Sunday, or legal holiday.

21.               Governing Law; Jurisdiction and Venue. The provisions of Sections 8.4 and 8.5 of the Purchase Agreement will apply, mutatis mutandis, with respect to any dispute arising out of this Note.

22.               Waiver of Jury Trial. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE.

23.               No Rights as a Stockholder. Nothing contained in this Note shall be construed as conferring upon Holder, prior to the conversion of this Note, any rights of a shareholder of Maker, including the right to vote or to receive dividends, solely as it relates to this Note.

24.               Time is of the Essence. Time is of the essence with respect to the payment and performance of the obligations of this Note.

25.               Acceptance of Note. By acceptance of this Note, the Holder accepts and agrees to be bound by all of the terms and provisions set forth herein.

26.             Documentary Stamp Taxes. MAKER SHALL BE LIABLE FOR DOCUMENTARY STAMP TAXES AND ANY PENALTIES AND INTEREST ASSOCIATED WITH THAT TAX PAYABLE WITH RESPECT TO THIS NOTE, AND ANY SUBSEQUENT RENEWALS, MODIFICATIONS OR AMENDMENTS OF THIS NOTE.

[Signature page follows]

IN WITNESS WHEREOF, Maker has caused this Note to be issued as of the date first written above.

Secured Convertible Promissory Note Payable to FWHC Bridge Friends, LLC

EXHIBIT 12

Bridge Friends Warrant

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE SUBJECT TO THAT CERTAIN VOTING AGREEMENT, INVESTORS’ RIGHTS AGREEMENT AND RIGHT OF FIRST REFUSAL AGREEMENT, EACH DATED NOVEMBER 15, 2019, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS.

THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN.

H-CYTE, INC.

Warrant for the Purchase of Shares of Common Stock, par value $0.001 per share

Original Issue Date: April 17, 2020

THIS CERTIFIES that, for value received, FWHC Bridge Friends, LLC, a Delaware limited liability company, whose address is 1306 W. Kennedy Blvd., Tampa, FL 33606 (the “Holder”), is entitled to subscribe for and purchase from H-Cyte, Inc., a Nevada corporation f/k/a Medovex Corp. (the “Company”), upon the terms and conditions set forth herein, up to the number of Warrant Shares at a purchase price per share equal to the Exercise Price, subject to the provisions and upon the terms and conditions set forth herein. This Warrant was issued to the Holder in connection with the transactions contemplated by that certain Secured Convertible Note and Warrant Purchase Agreement (the “Purchase Agreement”), dated April 17, 2020, among the Company and the Purchasers signatory thereto.

The number of shares of Common Stock issuable upon exercise of this Warrant (the “Warrant Shares”) and the Exercise Price may be adjusted from time to time as hereinafter set forth.

1.                  Definitions. Capitalized terms used in this Warrant but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. For purposes of this Warrant, the following terms shall have the following definitions:

(a)               “Exercise Period Commencement Time” means 10:00 a.m. (New York City time) on the day immediately following the Qualified Financing Closing, provided that if a Qualified Financing Closing does not occur prior to the Maturity Date of the Holder Note, then Exercise Period Commencement Time means 10:00 a.m. (New York City time) on the day immediately following the Maturity Date of the Holder Note.

(b)               “Exercise Price” means the Conversion Price set forth in the Holder Note (subject to adjustment as provided herein), provided that if a Qualified Financing does not occur on or prior to the Maturity Date of the Holder Note, the Exercise Price shall be equal to the price per share obtained by dividing (x) $3,000,000 by (y) the number of Fully-Diluted Shares outstanding immediately prior to the Maturity Date.

(c)               “Fully-Diluted Shares” all outstanding shares of capital stock of the Company, assuming (A) the conversion of all convertible preferred stock and the conversion or exercise of warrants, options and all other securities convertible into or exercisable for shares of capital stock in the Company (other than the Holder Notes) regardless of whether such convertible securities are “in the money”, and (B) the issuance of all shares of capital stock reserved for issuance under any equity plan of the Company, including any additional stock reserved in connection with a Qualified Financing.

(d)               “Holder Note” means the Secured Convertible Promissory Note dated as of the date hereof, in the original principal amount of $100,000 made by the Company and payable to the Holder.

(e)               “Warrant” means and includes this Warrant and any Common Stock or warrants hereafter issued as a consequence of the exercise or transfer of this Warrant in whole or in part.

(f)                “Warrant Coverage Amount” means an amount equal to one hundred percent (100%) of the aggregate number of shares of Common Stock into which the Conversion Shares issuable upon conversion of the Holder Note may be converted.

(g)               “Warrant Shares” means the number of shares of the Company’s Common Stock equal to the quotient obtained by dividing the Warrant Coverage Amount by the Exercise Price.

(h)               “VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Lead Purchaser and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

2.                  Exercise Period. Subject to the terms and conditions set forth herein, this Warrant may be exercised at any time or from time to time during the period commencing on Exercise Period Commencement Time and ending at the earlier to occur of (a) 5:00 p.m. (New York City time) on the tenth (10th) anniversary of the Exercise Period Commencement Date and (b) 5:00 p.m. (New York City time) on the day immediately prior to the occurrence of a Purchaser Subscription Default with respect to the Holder (the “Exercise Period”).

3.                  Procedure for Exercise; Effect of Exercise.

(a)               Cash Exercise. This Warrant may be exercised, in whole or in part, by the Holder during normal business hours on any business day during the Exercise Period by (i) the presentation and surrender of this Warrant to the Company at its principal office (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) along with a duly executed Notice of Exercise (in the form attached hereto) specifying the number of Warrant Shares to be purchased, and (ii) delivery of payment to the Company of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise by cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier’s check.

(b)               Cashless Exercise. If the Warrant has been outstanding for six (6) months and there is no effective registration statement including the Warrant Shares, this Warrant may also be exercised by the Holder through a cashless exercise, as described in this Section 3(b). In such case, this Warrant may be exercised, in whole or in part, by the Holder during normal business hours on any business day during the Exercise Period by the presentation and surrender of this Warrant to the Company at its principal office (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) along with a duly executed Notice of Exercise specifying the number of Warrant Shares to be applied to such exercise. The number of shares of Common Stock to be issued upon exercise of this Warrant pursuant to this Section 3(b) shall equal the value of this Warrant (or the portion thereof being canceled) computed as of the date of delivery of this Warrant to the Company using the following formula:

Where:

For purposes of this Section 3(b), Current Market Price shall have the definition provided in Section 7(g).

The Company acknowledges and agrees that this Warrant was issued on the date set forth at the end of this Warrant. Consequently, the Company acknowledges and agrees that, if the Holder conducts a cashless exercise pursuant to this Section 3(b), the period during which the Holder held this Warrant may, for purposes of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), be “tacked” to the period during which the Holder holds the Warrant Shares received upon such cashless exercise.

(c)               Effect of Exercise. Upon receipt by the Company of this Warrant and a Notice of Exercise, together with proper payment of the Exercise Price, as provided in this Section 3, the Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant has been surrendered and payment has been made for such Warrant Shares in accordance with this Warrant and the Holder shall be deemed to be the holder of record of the Warrant Shares, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Holder. A stock certificate or certificates for the Warrant Shares specified in the Notice of Exercise shall be delivered to the Holder as promptly as practicable, and in any event within seven (7) business days, thereafter. The stock certificate(s) so delivered shall be in any such denominations as may be reasonably specified by the Holder in the Notice of Exercise. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the right of the Holder to purchase the balance of the Warrant Shares subject to purchase hereunder.

4.                  Registration of Warrants; Transfer of Warrants. Any Warrants issued upon the transfer or exercise in part of this Warrant shall be numbered and shall be registered in a Warrant Register as they are issued. The Company shall be entitled to treat the registered holder of any Warrant on the Warrant Register as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such Warrant on the part of any other person, and shall not be liable for any registration or transfer of Warrants which are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary unless made with the actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration or transfer, or with the knowledge of such facts that its participation therein amounts to bad faith. This Warrant shall be transferable only on the books of the Company upon delivery thereof duly endorsed by the Holder or by its duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment, or authority to transfer. In all cases of transfer by an attorney, executor, administrator, guardian, or other legal representative, duly authenticated evidence of his or its authority shall be produced. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the person entitled thereto. This Warrant may be exchanged, at the option of the Holder thereof, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of Warrant Shares, upon surrender to the Company or its duly authorized agent.

5.                  Restrictions on Transfer.

(a)               The Holder, as of the date of issuance hereof, represents to the Company that such Holder is acquiring the Warrants for its own account for investment purposes and not with a view to the distribution thereof or of the Warrant Shares. Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 5(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 or Rule 144A under the Securities Act; provided, however, that the Holder may freely transfer this Warrant or such Warrant Shares (without delivery to the Company of an opinion of counsel) (i) to one of its nominees, affiliates or a nominee thereof, (ii) to a pension or profit-sharing fund established and maintained for its employees or for the employees of any affiliate, (iii) from a nominee to any of the aforementioned persons as beneficial owner of this Warrant or such Warrant Shares, (iv) to a qualified institutional buyer, so long as such transfer is effected in compliance with Rule 144A under the Securities Act, or (v) to an accredited investor (as such term is defined in Regulation D under the Securities Act).

(b)               The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 5(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company.

(c)               Each stock certificate representing Warrant Shares issued upon exercise or exchange of this Warrant and any other securities issued in respect of the Warrant Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall bear the following legend (unless the opinion of counsel referred to in Section 5(b) states such legend is not required) in addition to any other agreement to which the Holder is subject:

“THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.”

The Holder understands that the Company may place, and may instruct any transfer agent or depository for the Warrant Shares to place, a stop transfer notation in the securities records in respect of the Warrant Shares.

6.                  Reservation of Shares. The Company shall at all times during the Exercise Period reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of providing for the exercise of the rights to purchase all Warrant Shares granted pursuant to the Warrants, such number of shares of Common Stock as shall, from time to time, be sufficient therefor. The Company covenants that all shares of Common Stock issuable upon exercise of this Warrant, upon receipt by the Company of the full Exercise Price therefor, and all shares of Common Stock issuable upon conversion of this Warrant, shall be validly issued, fully paid, non-assessable, and free of preemptive rights, and free from all taxes, claims, liens, charges and other encumbrances.

7.                  Certain Adjustments.

(a)               The Exercise Price shall be subject to adjustment from time to time as follows:

(i)                 In the event that the Company shall (A) pay a dividend or make a distribution to all its stockholders, in shares of Common Stock, on any class of capital stock of the Company or any subsidiary which is not directly or indirectly wholly owned by the Company, (B) split or subdivide its outstanding Common Stock into a greater number of shares, or (C) combine its outstanding Common Stock into a smaller number of shares, then in each such case the Exercise Price in effect immediately prior thereto shall be adjusted so that the Holder of a Warrant thereafter surrendered for Exercise shall be entitled to receive the number of shares of Common Stock that such Holder would have owned or have been entitled to receive after the occurrence of any of the events described above had such Warrant been exercised immediately prior to the occurrence of such event. An adjustment made pursuant to this Section 7(a)(i) shall become effective immediately after the close of business on the record date in the case of a dividend or distribution (except as provided in Section 7(e) below) and shall become effective immediately after the close of business on the effective date in the case of such subdivision, split or combination, as the case may be. Any shares of Common Stock issuable in payment of a dividend shall be deemed to have been issued immediately prior to the close of business on the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock under clauses (c) and (d) below.

(ii)              No adjustment in the Exercise Price shall be required unless the adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments that by reason of this Section 7(a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 7(a) shall be made to the nearest cent or nearest 1/100th of a share.

(iii)            The Company from time to time may reduce the Exercise Price by any amount for any period of time in the discretion of the Board of Directors. A voluntary reduction of the Exercise Price does not change or adjust the Exercise Price otherwise in effect for purposes of this Section 7(a).

(iv)             In the event that, at any time as a result of an adjustment made pursuant to Section 7(a)(i) or 7(a)(ii) above, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive any shares of the Company other than shares of the Common Stock, thereafter the number of such other shares so receivable upon exercise of any such Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Section 7(a)(i) or 7(a)(ii) above, and the other provisions of this Section 7(a) with respect to the Common Stock shall apply on like terms to any such other shares.

(b)               In case of any reclassification of the Common Stock (other than in a transaction to which Section 7(a)(i) applies), any consolidation of the Company with, or merger of the Company into, any other entity, any merger of another entity into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), any sale or transfer of all or substantially all of the assets of the Company or any compulsory share exchange, pursuant to which share exchange the Common Stock is converted into other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the Holder of a Warrant then outstanding shall have the right thereafter, during the period such Warrant shall be exercisable, to exercise such Warrant only for the kind and amount of securities, cash and other property receivable upon the reclassification, consolidation, merger, sale, transfer or share exchange by a holder of the number of shares of Common Stock of the Company into which a Warrant might have been able to exercise for immediately prior to the reclassification, consolidation, merger, sale, transfer or share exchange assuming that such holder of Common Stock failed to exercise rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon consummation of such transaction subject to adjustment as provided in Section 7(a) above following the date of consummation of such transaction. The provisions of this Section 7(b) shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges.

(c)               If (i) the Company shall take any action which would require an adjustment in the Exercise Price pursuant to Section 7(a); (ii) the Company shall authorize the granting to the holders of its Common Stock generally of rights, warrants or options to subscribe for or purchase any shares of any class or any other rights, warrants or options; (iii) there shall be any reclassification or change of the Common Stock (other than a subdivision or combination of its outstanding Common Stock or a change in par value) or any consolidation, merger or statutory share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or the sale or transfer of all or substantially all of the assets of the Company; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in each such case, the Company shall cause to be filed with the transfer agent for the Warrants and shall cause to be mailed to each Holder at such Holder’s address as shown on the books of the transfer agent for the Warrants, as promptly as possible, but at least 30 days prior to the applicable date hereinafter specified, a notice stating (A) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights, warrants or options are to be determined, or (B) the date on which such reclassification, change, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassification, change, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice or any defect therein shall not affect the legality or validity of the proceedings described in this Section 7(c).

(d)               Whenever the Exercise Price is adjusted as herein provided, the Company shall promptly file with the transfer agent for the Warrants a certificate of an officer of the Company setting forth the Exercise Price after the adjustment and setting forth a brief statement of the facts requiring such adjustment and a computation thereof. The Company shall promptly cause a notice of the adjusted Exercise Price to be mailed to each Holder.

(e)               In any case in which Section 7(a) provides that an adjustment shall become effective immediately after a record date for an event and the date fixed for such adjustment pursuant to Section 7(a) occurs after such record date but before the occurrence of such event, the Company may defer until the actual occurrence of such event (i) issuing to the Holder of any Warrants exercised after such record date and before the occurrence of such event the additional shares of Common Stock issuable upon such conversion by reason of the adjustment required by such event over and above the Common Stock issuable upon such exercise before giving effect to such adjustment, and (ii) paying to such holder any amount in cash in lieu of any fraction pursuant to Section 7(h).

(f)                In case the Company shall take any action affecting the Common Stock, other than actions described in this Section 7, which in the opinion of the Board of Directors would materially adversely affect the exercise right of the Holders, the Exercise Price may be adjusted, to the extent permitted by law, in such manner, if any, and at such time, as the Board of Directors may determine to be equitable in the circumstances; provided, however, that in no event shall the Board of Directors be required to take any such action.

(g)               For the purpose of any computation under Section 3(b) or this Section 7, the “Current Market Price” per share of Common Stock shall mean the VWAP of the Common Stock on the day in question.

(h)               The Company shall not be required to issue fractions of shares of Common Stock or other capital stock of the Company upon the exercise of this Warrant. If any fraction of a share would be issuable on the exercise of this Warrant (or specified portions thereof), the Company shall purchase such fraction for an amount in cash equal to the same fraction of the Current Market Price of such share of Common Stock on the date of exercise of this Warrant.

8.                  Transfer Taxes. The issuance of any shares or other securities upon the exercise of this Warrant, and the delivery of certificates or other instruments representing such shares or other securities, shall be made without charge to the Holder for any tax or other charge in respect of such issuance. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of any certificate in a name other than that of the Holder and the Company shall not be required to issue or deliver any such certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

9.                  Loss or Mutilation of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of any Warrant (and upon surrender of any Warrant if mutilated), and upon reimbursement of the Company’s reasonable incidental expenses, the Company shall execute and deliver to the Holder thereof a new Warrant of like date, tenor, and denomination in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate provided, however, that, if the Company’s stock is publicly traded, the Company may require the posting of a bond in an amount and nature as is customary and reasonable given the circumstances.

10.              No Rights as a Stockholder. The Holder of any Warrant shall not have, solely on account of such status, any rights of a stockholder of the Company, either at law or in equity, or to any notice of meetings of stockholders or of any other proceedings of the Company, except as provided in this Warrant.

11.              Stockholder Agreements. This Warrant and the Warrant Shares exercisable hereunder are subject to the terms of each of those certain Investors’ Rights Agreement, Right of First Refusal Agreement and Voting Agreement, as each may be amended or restated from time to time, each dated November 15, 2019 (collectively, and as the same may hereafter be amended, the “Stockholder Agreements”). In the event that Holder is not already a party to each of the Stockholder Agreements, as a condition precedent to the Company’s issuance of any of the Warrant Shares exercisable hereunder, Holder shall execute an adoption agreement in a form acceptable to the Company providing that Holder become a party as an “Investor” to each of the Stockholder Agreements.

12.              Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflicts of law thereof.

13.              Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, by commercial delivery service, mailed by registered or certified mail (return receipt requested), sent via facsimile (with confirmation of receipt) or electronic mail to the parties at the address for each party, as set forth in the introductory paragraph with respect to the Holder and in the case of the Company, at 201 E. Kennedy Blvd, Suite 700, Tampa, Florida 33602.

14.              Purchaser Subscription Default. For the avoidance of doubt, this Warrant shall terminate immediately upon the occurrence of a Purchaser Subscription Default with respect to the Holder and any Warrants Shares issued by the Company on, prior to or following the occurrence of such a Purchaser Subscription Default with respect to the Holder shall be null and void, ab initio, without further action or notice.

15.              Acceptance of Warrant. By acceptance of this Warrant, the Holder accepts and agrees to be bound by all of the terms and provisions set forth herein.

* * *

Issuance date: April 17, 2020

FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer the attached Warrant.)

FOR VALUE RECEIVED, __________________________hereby sells, assigns, and transfers unto __________________ a Warrant to purchase the Warrant Shares, together with all right, title, and interest therein, and does hereby irrevocably constitute and appoint __________________________ attorney to transfer such Warrant on the books of the Company, with full power of substitution.

The signature on the foregoing Assignment must correspond to the name as written upon the face of this Warrant in every particular, without alteration or enlargement or any change whatsoever.

NOTICE OF EXERCISE

The undersigned hereby exercises his or its rights to purchase _______ Warrant Shares covered by the within Warrant and tenders payment herewith in the amount of $_________ by [tendering cash or delivering a certified check or bank cashier’s check, payable to the order of the Company] [surrendering ______ shares of Common Stock received upon exercise of the attached Warrant, which shares have a Current Market Price equal to such payment] in accordance with the terms thereof, and requests that certificates for such securities be issued in the name of, and delivered to:

_______________________________________

_______________________________________

_______________________________________

(Print Name, Address and Social Security

or Tax Identification Number)

and, if such number of Warrant Shares shall not be all the Warrant Shares covered by the within Warrant, that a new Warrant for the balance of the Warrant Shares covered by the within Warrant be registered in the name of, and delivered to, the undersigned at the address stated below.

Address:

______________________________________

______________________________________

______________________________________

EXHIBIT 13

ASSIGNMENT AGREEMENT

This ASSIGNMENT AGREEMENT (this “Agreement”) is entered into as of March 27, 2020 (the “Effective Date”), by and among George Hawes, an individual (“Seller”), FWHC Bridge, LLC, a Delaware limited liability company (the “Buyer”) and H-Cyte, Inc., a Nevada corporation (the “Borrower”). The Seller, Buyer and Borrower are hereinafter referred to each as a “Party” and together, as the “Parties.” Capitalized terms used but not defined or otherwise referenced herein shall have the meanings ascribed to them in the Note (as defined below), as applicable.

RECITALS

WHEREAS, Seller is the holder of that certain 12% Senior Secured Convertible Note due September 30, 2020, in the original principal amount of $424,615, made by the Borrower to the order of Seller (the “Note”);

WHEREAS, the Buyer has offered to purchase from Seller and Seller has agreed to sell to the Buyer, all of the Seller’s right, title, and interest in, to, and under the Note, subject to the terms and conditions contained herein.

NOW THEREFORE, in consideration of the promises herein contained and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereto agree as follows:

AGREEMENT

1.                  Sale and Assignment.

(a)               Effective upon the Effective Date, Seller hereby irrevocably sells and assigns to Buyer, and Buyer hereby irrevocably purchases from Seller: (i) all of Seller’s rights, title, interest, and obligations in Seller’s capacity as a holder under the Note (including any and all interest thereunder (including interest accrued thereunder prior to the date hereof)), (ii) all of Seller’s rights, title, interest, and obligations in Seller’s capacity as a “Secured Party” under the Security Agreement dated as of September 2018, among the Borrower and the Secured Parties (defined therein) (the “Security Agreement”), (iii) all of Seller’s rights, title, interest, and obligations in all other documents or instruments delivered pursuant to the Note and Security Agreement or in connection to the Note and Security Agreement to the extent related to the outstanding rights and obligations of Seller (collectively with the Note and Security Agreement, the “Note Documents”), (iii) all associated rights, claims, and interests including, to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of Seller against any person, whether known or unknown, arising under or in connection with the Note Documents, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above, and (iv) any rights Seller may have under any other notes issued by Borrower to other holders, including, without limitation, any amendments, restatements or amendments and restatements of the foregoing (the rights and obligations sold and assigned by Seller to Buyer pursuant to clauses (i), (ii) and (iii) above being referred to herein collectively as the “Assigned Interest”).

(b)               Through its receipt of the Assigned Interest, Buyer agrees to be bound, with respect to the transferred Obligations (as defined in the Security Agreement), by the provisions of the Security Agreement that apply to the Secured Parties.

(c)               In connection with the assignment of the Assigned Interest to the Buyer, the Seller shall deliver the original Note to the Buyer at the address set forth on Buyer’s counterpart signature page to this Agreement.

2.                  Purchase Price; Closing; Post-Closing Deliveries.

(a)               Purchase Price. In consideration of Seller’s sale, assignment, and transfer of all of its right, title, and interest in, to, and under the Assigned Interest, and subject to the satisfaction of the other conditions precedent set forth in Section 2(b), the Buyer agrees to pay to Seller on the Effective Date (as such term is defined herein), an aggregate amount of $428,681 (the “Purchase Price”).

(b)               Closing. Each Party covenants and agrees that the closing of the transaction (the “Closing”) contemplated herein shall occur on the Effective Date by (i) delivery by each Party of a duly completed and executed counterpart of this Agreement, (ii) delivery by Seller to the Buyer of the Note Documents, endorsed or otherwise transferred by Seller, including, with respect to the Note, via an allonge substantially in the form attached hereto as Exhibit A (the “Allonge”), and (iii) Buyer’s payment to Seller of the Purchase Price in immediately available funds by cash, bank cashier’s, certified check or by wire transfer of immediately available funds to an account designated by the Seller.

(c)               Post-Closing Deliveries. No later than fifteen (15) days following the Closing, Seller shall cause to be delivered to the Buyer the original Note, the original executed Allonge and the original Security Agreement.

3.                  Representations and Warranties.

(a)               Each Party represents and warrants to the other Parties that it has full power, authority and legal capacity, and has taken all action necessary, to execute and deliver this Agreement, and any other documentation relating thereto, and to fulfill such Party’s obligations hereunder or thereunder, and to consummate the transactions contemplated hereby and thereby.

(b)               Seller further represents and warrants to the Buyer that (i) Seller has good and valid title to the Assigned Interest, (ii) Seller has a valid and perfected security interest in the “Collateral” pledged under the Security Agreement, (iii) the Note has not been amended except as set forth in the Note Documents; and (iv) Seller is transferring the Assigned Interest to the Buyer free and clear of any lien or other encumbrance other than restrictions on transfer generally arising under any applicable federal or state securities laws.

(c)               Borrower further represents and warrants to the Buyer that (i) the Note is a valid, outstanding and enforceable obligation of the Borrower, (ii) the Note is secured by a security interest in the Borrower’s Collateral (as defined in the Security Agreement) and (iii) there is exists no right of setoff, defense, counterclaim, claim or obligation in favor of Borrower arising out of or with respect to the Note Documents, any collateral therefor or guaranties thereof, or any other aspect of the transactions contemplated thereby, or alternatively, that any such right of setoff, defense, counterclaim, claim or obligation is hereby waived.

4.                  Borrower Consent and Covenants. The Borrower hereby consents to the transactions contemplated by this Agreement and agrees that without limiting the generality of the other provisions of this Agreement, the Borrower shall hereafter make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Buyer in accordance with this Agreement. The Borrower further agrees that after the Effective Date, it shall cooperate with the Buyer to ensure the Buyer has perfected a first priority lien on all of the Collateral pledged under the Security Agreement.

5.                  Further Cooperation. From and after the Effective Date, Seller shall, without further consideration, execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may reasonably be requested by Buyer in order to consummate, evidence or implement expeditiously the transactions contemplated by this Agreement.

6.                  General Provisions.

(a)               Amendments; Entire Agreement. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter referred to herein and supersedes all prior or contemporaneous negotiations, promises, covenants, agreements or representations of every nature whatsoever with respect thereto. Without limiting the generality of the foregoing, the parties have relied on no agreements, restrictions, promises, representations or warranties, written, oral, or implied, other than those expressly set forth in this Agreement. This Agreement may not be amended, modified, waived or supplemented except by an instrument in writing executed by all Parties.

(b)               Further Assurances. From and after the date hereof, each Party covenants and agrees to execute and deliver all such agreements, instruments and documents and to take all such further actions as, with respect to the Seller, the Buyer, with respect to the Buyer, the Seller, may reasonably deem necessary from time to time (at the requesting Party’s expense) to carry out the intent and purpose of this Agreement and to consummate the transactions contemplated hereby and to fully effect the assignment of the Assigned Interest.

(c)               Counterpart Execution; Electronic Transmission. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original, but both of which together shall constitute one agreement binding on the Parties. Transmission by electronic mail of an executed counterpart of this Agreement shall be deemed to constitute due and sufficient delivery of such counterpart.

(d)               No Fiduciary or Similar Relationship. Nothing contained in this Agreement (and nothing in any manner whatsoever relating to the transactions contemplated hereby) shall establish any fiduciary, partnership, agency, joint venture or similar relationship between the Seller, on the one hand, and the Buyer, on the other, and each Party hereby acknowledges that no such relationship between the Seller, on the one hand, and the Buyer, on the other, presently exists or will exist upon the consummation of the transactions contemplated hereby, whether by virtue of this Agreement or of any nature or kind of the transactions contemplated hereby.

(e)               Binding Agreement; Survival. Without limiting the other provisions of this Agreement, nothing contained herein shall restrict Buyer from subsequently assigning the Assigned Interest to any other person or entity, whether an affiliate or otherwise, and no consent of Seller or Borrower to any such assignment shall be a condition precedent to the effectiveness of such assignment.

(f)                No Third Party Beneficiaries. Except as expressly provided in the immediately preceding Section 6(e), this Agreement, including the representations, warranties, covenants and indemnities contained herein, shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. This Agreement is solely for the benefit of each Party and such Party’s respective successors and assigns. No provision of this Agreement shall be deemed to confer on any third party any claim, remedy, liability, reimbursement, cause of action on other right under this Agreement, whether against either Party or otherwise, and, consistent therewith, there are no third party beneficiaries, express or implied, of this Agreement. The representations, warranties, covenants, agreements and indemnities contained herein shall survive the execution and delivery of this Agreement.

(g)               Notices. All notices and other communications hereunder shall be in writing and shall be (a) personally delivered, (b) sent by commercial overnight courier service or (c) transmitted by facsimile telecopy or electronic mail, in each case addressed to the party to whom notice is being given at its address as set forth on the signature page hereof or at such other address as may hereafter be designated in writing by either party hereto. All such notices or other communications shall be deemed to have been given on (i) the date received, if delivered personally, (ii) the following business day, if sent by commercial overnight courier service or (iii) the date of transmission with telephonic confirmation, if transmitted by facsimile telecopy or electronic mail.

(h)               Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, without regard to conflicts of law provisions.

(i)                 WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, THE PARTIES HERETO WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR OTHER TYPE OF PROCEEDING, WHETHER ANY CLAIM OR LIABILITY THAT IS SUBJECT THEREOF OR OTHERWISE ASSERTED THEREIN IS BASED ON CONTRACT, TORT, STATUTE, OR ANY OTHER THEORY OF LIABILITY, RECOVERY, OR OTHER REMEDY WHATSOEVER, ARISING OUT OF, RELATED TO, OR OTHERWISE PERTAINING TO THIS AGREEMENT, THE NOTE DOCUMENTS OR THE SUBORDINATION AGREEMENTS. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT, EACH PARTY IS HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER OF JURY TRIAL.

(j)                 Interpretation. Captions used in this Agreement are provided for convenience and reference only and should not be used in construing this Agreement. References herein to sections or provisions without reference to the document in which they are contained are references to this Agreement. The use of the masculine, feminine or neuter gender or the singular or plural form of works herein shall not limit any provision of this Agreement. The use of the terms “including” or “include” shall in all cases herein mean “including, without limitation,” “include, without limitation,” “including but not limited to,” or “include but not limited to,” respectively. Reference to any person or entity includes such person’s entity’s successors and assigns to the extent such successors and assigns are permitted by the terms of this Agreement. Reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof. Underscored references to sections, clauses, Exhibits or Schedules shall refer to those portions of this Agreement, and any underscored references to a clause shall, unless otherwise identified, refer to the appropriate clause within the same section in which such reference occurs. The use of the terms “hereunder”, “hereof”, “hereto”, and words of similar import shall refer to this Agreement as a whole and not to any particular section or clause of or Exhibit or Schedule to this Agreement. This Agreement and the other documents relating to this Agreement are the result of negotiations among and have been reviewed by counsel to the parties, and are the products of all of the Parties. Accordingly, they shall not be construed against (or in favor of) any Party merely because of such party’s involvement (or non-involvement, as the case may be) in their preparation, but instead they will be construed as drafted jointly by the Parties, no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of authorship or purported authorship of any of their provisions, and the Parties agree that any rule of law or legal decision that would require interpretation of any ambiguities in any of the provisions of this Agreement against the Party who or that has drafted the pertinent document will not be applicable and otherwise will be waived.

(k)               No Conflicts with Enforcement. Notwithstanding anything contained herein to the contrary, the Borrower hereby acknowledges and agrees that the fact that Buyer and its affiliates may be shareholders, officers or directors of the Borrower or any of its subsidiaries shall not in any way affect the Buyer’s right to deal with the Borrower in its sole and absolute discretion in connection with any loans or other transactions which are entered into by the Borrower and the Buyer, including, but not limited to, the  Note (“Other Transactions”). It is specifically acknowledged and agreed that in connection with the Other Transactions, (i) the fact that the Buyer or its affiliate may be a shareholder, officer or director of the Borrower or any of its subsidiaries shall not in any way affect the obligations of the Borrower pursuant to the Other Transactions, nor does the Borrower expect to receive any concessions as the result thereof; (ii) the acts of the Buyer or its affiliates pursuant to the Other Transactions are independent and separate from any obligation of the Buyer pursuant to the terms of this Agreement or the agreements executed in connection herewith, and (iii) the Borrower executed and delivered this Agreement and entered into the transactions contemplated hereby in an arm’s length transaction approved by the Borrower with the ability to seek the advice of separate counsel. Additionally, the Borrower, does hereby remise, release and discharge Buyer in connection with any claim for lender liability, equitable subordination, any other claim, loss, damage or remedy, and agrees that the Borrower would not be entitled to concessions, extensions or otherwise be entitled to rights which are not expressly provided for as being the obligation of the Buyer pursuant to the express terms of such Other Transactions. The Borrower acknowledges and agrees that Buyer shall have the right, in its sole and absolute discretion, to enforce the terms and provisions of all such Other Transactions acting in its sole and best interest as it determines, in its sole and absolute discretion, without regard to the fact that Buyer, or its affiliates, may be a shareholder, officer or director of the Borrower or any of its subsidiaries.

(l)                 Legal Counsel. The parties acknowledge that Hill, Ward & Henderson, P.A. acted solely as counsel to the Buyer with respect to the preparation of this Agreement and the transactions contemplated by this Agreement, and did not represent any other Party hereto. Each other Party was advised to and was afforded ample opportunity to retain his or its own separate legal counsel with respect to the preparation of this Agreement and the transactions contemplated by this Agreement.

[Signatures Follow]

IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized signatories as of the date first written above.

EXHIBIT A

ALLONGE ENDORSEMENT

This Allonge endorsement is to be attached to the 12% Senior Secured Convertible Note due September 30, 2020, in the original principal amount of $424,615, made by H-Cyte, Inc. to the order of George Hawes.

Pay to the order of __________________________.

Dated: March ___, 2020

EXHIBIT 14

Hawes Note Amendment

FIRST AMENDMENT

TO

12% SENIOR SECURED CONVERTIBLE NOTE

This FIRST AMENDMENT TO 12% SENIOR SECURED CONVERTIBLE NOTE DUE SEPTEMBER 30, 2020 (this “Amendment”) is entered into and made effective as of March 27, 2020 (the “Effective Date”), by and between H-CYTE, INC., a Nevada corporation (the “Company”) and FWHC Bridge, LLC, a Delaware limited liability company (the “Holder”). The Company and Holder are collectively referred to herein as the “Parties” and each, a “Party”.

BACKGROUND

WHEREAS, the Company previously issued that certain 12% Senior Secured Convertible Note dated as of October 1, 2019, in the original principal amount of $424,615 (the “Note”), to George Hawes, an individual (the “Original Holder”);

WHEREAS, pursuant to that certain Assignment Agreement dated as of the Effective Date, by and among the Company, Original Holder and Holder, the Original Holder assigned all of his right, title and interest in and to the Note to the Holder (the “Note Assignment”); and

WHEREAS, in connection with the Note Assignment, the Parties desire to amend and modify the Note as provided for below.

OPERATIVE TERMS

The parties agree as follows:

1.                  Definitions. Capitalized terms used and not otherwise defined in this Amendment, have the meaning given to such terms in the Note.

2.                  Amendments to Note. Effective as of the date hereof, the Note is hereby amended as follows:

(a)               Section 1 of the Note is hereby amended as follows:

(i)                 The defined term “Conversion Price” in Section 1 of the Note is hereby deleted in its entirety and replaced with the following:

“‘Conversion Price’ means the Mandatory Conversion Price.”

(ii)              The defined term “Conversion Shares” in Section 1 of the Note is hereby deleted in its entirety and replaced with the following:

“‘Conversion Shares’ shall have the meaning set forth in Section 4(a).”

(b)               Section 2(a) of the Note is hereby deleted in its entirety and replaced with the following:

“Interest. Simple interest shall accrue on the outstanding principal amount from the date hereof until the date this Note is converted or paid in full at the Interest Rate. Payment of all accrued interest shall be deferred until the earlier of (a) the Maturity Date or (b) the date this Note is converted pursuant to Section 4 below.”

(c)               Section 2(c) of the Note is hereby is deleted in its entirety and replaced with the following:

“Late Fee. All overdue outstanding principal, together with accrued and unpaid interest thereon, to be paid hereunder shall entail a late fee at an interest rate equal to the lesser of (x) 18% per annum and (y) the maximum rate permitted by applicable law (the “Late Fees”) which shall accrue daily from the date such principal and accrued and unpaid interest is due hereunder through and including the date of actual payment in full.”

(d)               Section 2(d) of the Note is hereby is deleted in its entirety and replaced with the following:

“Prepayment. Except as otherwise set forth in this Note, the Company may not prepay any portion of the principal amount of this Note, or any accrued and unpaid interest thereon, without the prior written consent of the Holder.”

(e)               Section 4(a) of the Note is hereby is hereby is deleted in its entirety and replaced with the following:

“Conversion. If any and all amounts due hereunder are not paid in full on or before the closing of a Qualified Financing, at the election of Holder, the entire principal balance of this Note, together with any accrued and unpaid interest thereon, shall convert into fully paid and non-assessable shares (rounded up to the nearest whole share) of the series of preferred stock of the Company issued pursuant to such Qualified Financing (the “Conversion Shares”), such conversion to occur promptly following the delivery by Holder of a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”). The number of Conversion Shares to be issued to Holder upon conversion of this Note pursuant to a Qualified Financing shall be equal to the quotient obtained by dividing the entire principal balance of this Note, together with any accrued and unpaid interest thereon, as of the date of conversion, by the Mandatory Conversion Price. A “Qualified Financing” shall mean sale (or series of related sales, all of which are consummated within ninety (90) days of each other) by the Company of shares of preferred stock after March 27, 2020 with the principal purpose of raising capital and with aggregate gross cash proceeds to the Company of not less than $3,600,000 (or such other amount approved in writing by Holder). The issuance of Conversion Shares pursuant to the conversion of this Note in connection with a Qualified Financing shall be upon and subject to the same terms and conditions applicable to the Conversion Shares sold in the Qualified Financing. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion from be required. To effect conversions hereunder, the Holder shall physically surrender this Note to the Company as promptly as is reasonably practicable after Holder’s receipt of the Conversion Shares. Upon conversion of this Note in full, Company shall be forever released from all its obligations and liabilities under this Note and this Note shall be deemed to be cancelled as of such time and any collateral of the Company pledged under the Security Agreement shall be released.”

(f)                Sections 4(b), 4(c) and 4(d)(v) of the Note are each hereby deleted in its entirety and replaced with the following:

“Reserved.”

(g)               Section 5(a) of the Note is hereby deleted in its entirety and replaced with the following:

“Stock Dividends and Stock Splits. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any Conversion Shares issued by the Company upon conversion of, or payment of interest on, the Note), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event (including Common Stock issuable upon conversion of any Common Stock Equivalents) and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event (including Common Stock issuable upon conversion of any Common Stock Equivalents). Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.”

3.                  Entire Agreement. This Amendment records the final, complete, and exclusive understanding among the parties regarding the amendment of the Note. Except as expressly amended, modified or supplemented hereby, the provisions of the Note, as amended, are and will remain in full force and effect and, except as expressly provided herein, nothing in this Amendment will be construed as a waiver of any of the rights or obligations of the Parties under the Note.

4.                  Severability. In the event one or more of the provisions of this Amendment should for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Amendment, and this Amendment shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

5.                  Conflicts; Ratification. In the event of a conflict or inconsistency between the provisions of this Amendment and the Note, the provisions of this Amendment shall control and govern. As amended by this Amendment, the Note is ratified and remains in full force and effect in accordance with its terms.

6.                  Execution. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument, notwithstanding that all of the parties are not signatories to the original or the same counterpart. A party’s receipt of a facsimile signature page or portable document format (PDF) copy of a signature page to this Amendment shall be treated as the party’s receipt of an original signature page.

7.                  Governing Law. This Amendment shall be governed by, interpreted under, and construed and enforced in accordance with laws of the State of New York, without regard to conflict of laws principles.

8.                  Florida Documentary Stamp Tax. The Company will pay any documentary stamp taxes imposed by the State of Florida as a result of the execution and delivery of this Amendment to Holder.

9.                  Effectiveness of Amendment. This Amendment shall become effective upon execution of this Amendment by the Company and the Holder.

[Signatures begin on next page]

IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment as of the Effective Date.

Signature Page to Amendment to 12% Senior Secured Convertible Note

EXHIBIT 15

AMENDED AND RESTATED JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of common stock, par value $0.001 per share, of H-Cyte, Inc. and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing.

This Amended and Restated Joint Filing Agreement amends and restates in its entirety the previous Joint Filing Agreement delivered by certain of the Reporting Persons on February 25, 2020. This Amended and Restated Joint Filing Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on May 19, 2020.

Signature Page to Amended and Restated Joint Filing Agreement