EXHIBIT 10.1

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (this “ Agreement ”) is entered into as of May 5, 2016 (the “ Closing Date ”) by and between NUO THERAPEUTICS, INC. (f/k/a Cytomedix, Inc.), a Delaware corporation, with its principal office at 209A Perry Parkway, Suite 1, Gaithersburg, MD 20877 (the “ Assignor ”) and DEERFIELD SS, LLC (the “ Assignee ”).

WHEREAS , the Assignor is a debtor and debtor-in-possession in Case No. 16-10192 (MFW) pending in the United States Bankruptcy Court for the District of Delaware (the “ Bankruptcy Court ”) (captioned “In re: Nuo Therapeutics, Inc.”) under Chapter 11 of the United States Bankruptcy Code (11 U.S.C. §101, et seq.);

WHEREAS , on April 25, 2016, the Bankruptcy Court entered an Order Granting Final Approval of Disclosure Statement and Confirming Assignor’s Plan of Reorganization, which confirmed the Assignor’s Modified First Amended Plan of Reorganization under Chapter 11 of the Bankruptcy Code (as confirmed, the “ Plan ”);

WHEREAS , pursuant to the Plan, the Assignor agreed to assign to Assignee, as designee of Deerfield Private Design Fund II, L.P., Deerfield Private Design International II, L.P. and Deerfield Special Situations Fund, L.P., (i) all of Assignor’s rights, title and interest in and to its existing license agreement with Arthrex, Inc. (the “ Arthrex Agreement ”), (ii) all associated intellectual property owned by Assignor and licensed thereunder, and (iii) all royalty and payment rights thereunder (collectively, the “ Assigned Assets ”); and

WHEREAS , this Agreement is being executed and delivered in accordance with the Plan.

NOW, THEREFORE, pursuant to the Plan and in consideration of the mutual promises it contains, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1.           Assignment. Subject to and in accordance with the terms and conditions of the Plan, effective as of and from the Closing Date, Assignor hereby transfers, conveys and assigns to Assignee all of its legal, beneficial and other rights, title and interest in and to the Assigned Assets, free and clear of all Liens.

2.           Acceptance and Assumption. Subject to and in accordance with the terms and conditions of the Plan, effective as of and from the Closing Date, Assignee hereby (a) accepts the Assignment and (b) agrees to perform all of the Assignor’s obligations under the Assigned Assets.

3.           Patent Assignment . On the Closing Date Assignor and Assignee shall execute the Patent Assignment attached hereto as Exhibit A.

4.           Further Assurances . From time to time on and after the date hereof, as and when reasonably requested by any party hereto, each other party will, except as otherwise expressly provided in the Plan, execute, deliver and, if required, record, or cause to be executed, delivered and, if required, recorded, such further instruments of conveyance, transfer and assumption and take such additional action as such party may reasonably request to consummate the transactions contemplated by the Plan and this Agreement.

5.           Amendment . Except as expressly provided herein, this Agreement may be amended only by a written agreement executed by each of the parties hereto. The parties agree that any amendment executed in accordance with this section will be binding on the parties, unless otherwise expressly stated in such amendment.

6.           Waiver . Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by a written waiver executed by the party or parties giving the waiver. The failure of any party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.

7.           Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

8.           Governing Law . The internal law (and not the law of conflicts) of the State of New York shall govern all questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement.

9.           Governing Law; Jurisdiction . This Agreement shall be governed by and construed in accordance with the internal laws of the state of Delaware (i.e., without regard to its conflicts of law rules). All disputes arising out of or related to this Agreement, including, without limitation, any dispute relating to the interpretation, meaning or effect of any provision hereof, will be resolved in the courts of competent jurisdiction in the state of Delaware and the parties hereto will each submit to the exclusive jurisdiction of the such courts for the purposes of adjudicating any such dispute. Any legal action, suit or proceeding arising out of or relating to this Agreement, each and every agreement and instrument contemplated hereby or the transactions contemplated hereby and thereby shall be instituted in any Federal court of the state of Delaware

10.          Interpretation . This Agreement is intended to implement the provisions of the Plan, is expressly subject to the terms and conditions thereof, and shall not be construed to enhance, extend or limit the representations and warranties, rights, obligations or remedies of any party thereunder.

11.          Third Party Beneficiaries . This Agreement does not create any rights, claims or benefits inuring to any person that is not a party hereto or establish any third-party beneficiary of any of the obligations of the parties set forth herein.

12.          Counterparts . This Agreement may be executed in multiple counterparts (including by means of telecopied or electronically transmitted signature pages), all of which taken together shall constitute one and the same Agreement.

13.          Descriptive Headings . The headings to the sections of this Agreement are for convenience of reference and shall not affect the meaning or interpretation of this Agreement.

[Signatures on following page]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the date first above written.

Exhibit A

Patent Assignment

EXHIBIT 10.2

TRANSITION SERVICES AGREEMENT

This Transition Services Agreement is dated as of May 5, 2016 (this “Agreement”), by and between Deerfield SS, LLC, a Delaware limited liability company (“Deerfield”) and Nuo Therapeutics, Inc. (“Nuo”, and collectively with Deerfield, the “Parties”, and each individually a “Party”).

RECITALS:

WHEREAS, on January 26, 2016 (the “Petition Date”), Nuo commenced a Chapter 11 bankruptcy proceeding in the United States Bankruptcy Court for the District of Delaware (the “Court”) in Case No. 16-10192 (MFW), in which proceeding Nuo operated as a debtor and debtor-in-possession;

WHEREAS, Nuo proposed and the Court has confirmed a Plan of Reorganization (the “Plan”) by entry of that certain Order Granting Final Approval of Disclosure Statement and Confirming Debtor’s Plan of Reorganization, dated April 25, 2016 [Docket Entry No. 367];

WHEREAS, pursuant to the Plan, Nuo’s existing Amended and Restated License Agreement dated as of October 16, 2015 (as amended by letter agreement dated as of April 20, 2016, the “License Agreement”) between Nuo and Arthrex, Inc. (“Arthrex”) is being assigned to Deerfield;

WHEREAS, the Plan provides that concurrently with the consummation of the transactions contemplated thereby, the Parties will enter into this Agreement whereby Nuo will provide Deerfield the Services (as defined herein) during the Transition Period (as defined herein);

WHEREAS, pursuant to the License Agreement, the assumption by Arthrex of all rights related to manufacture and supply of the Product Line (as such terms is defined in the License Agreement) was to occur no later than March 31, 2016 but is now targeted to occur on or around September 30, 2016 and Nuo’s continued manufacture and supply of the Product Line until such assumption by Arthrex is part of the consideration to Deerfield’s assumption of the License Agreement and support of the Plan;

AGREEMENT:

NOW, THEREFORE, for good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

SECTION 1
DEFINITIONS

For the purposes of this Agreement, the following terms will have the definitions hereinafter specified:

1.1           “Action” means any suit, charge, legal proceeding, investigation, audit, grievance, administrative enforcement proceeding or arbitration proceeding by or before any Governmental Authority or arbitrator.

1.2            “Affiliate” means with respect to any Person, any Person that directly or indirectly controls, is controlled by or is under common control with such Person, where “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

1.3           “Business Day” means any day other than a Saturday, a Sunday or any other day on which the Federal Reserve Bank of New York is closed.

1.4           “Force Majeure” means any event beyond the reasonable control of a Party or its Affiliates that delays or interrupts the performance of the obligations or covenants of such Party (or, if applicable, such Affiliate) hereunder, including (a) an intervening act of God or public enemy, war, invasion, armed conflict, act of foreign enemy, blockade, revolution, terrorist attack, sabotage, civil commotions, interference by civil or military authorities; (b) mechanical breakdowns (that could not have been prevented by industry standard maintenance), obstruction, strikes or other similar events; or (c) natural disasters, riot or other public disorder, epidemic, quarantine restriction, strike, or labor protest.

1.5           “Governmental Authority” means any government or political subdivision, whether federal, state, local or foreign, or any agency of any such government or political subdivision, or any federal, state, local or foreign court.

1.6           “Law” means any law, statute, code, ordinance, regulation, Order or rule of any Governmental Authority.

1.7           “Order” means any order, judgment, ruling, injunction, assessment, award, decree or writ issued, promulgated or entered by or with any Governmental Authority.

1.8           “Original License” means the Distributor Agreement and License dated August 7, 2013 between Nuo and Arthrex.

1.9           “Person” means any natural person, sole proprietorship, partnership, corporation, limited liability company, joint venture, unincorporated society or association, trust or other legal entity or Governmental Authority.

1.10         “Products” has the meaning provided therefor in the License Agreement.

1.11         “Service” or “Services” shall mean those services listed and described on Schedule A attached hereto to be provided pursuant to the terms and in the manner described herein.

1.12         “Transition Period” shall mean, with respect to each Service, the period beginning on the date of this Agreement and continuing until such time as Arthrex has fully assumed responsibility for the Service, and such period shall not exceed beyond October 15, 2016, unless extended by mutual agreement of the Parties.

SECTION 2
SERVICES

2.1          Transition Services .

(a)           During the Transition Period, Nuo agrees to provide to Deerfield or its Affiliate, which may be the holder of the License Agreement, all of the Services set forth on Schedule A to this Agreement. In every case, all of the Services will be provided in accordance with the terms, limitations and conditions set forth herein and on Schedule A.

(b)           Nuo acknowledges that during the Transition Period, Deerfield will be transitioning the Services being performed by Nuo hereunder to Arthrex or one or more vendors. During the Transition Period, Nuo agrees to provide reasonable assistance to Deerfield, Arthrex, and any third party vendors selected by Deerfield or Arthrex to effect such transfer in a manner designed (to the extent reasonably possible) to minimize disruptions to the business operations of Arthrex, provided that Nuo shall be reimbursed by Deerfield or Arthrex for the reasonable out-of-pocket expenses incurred by Nuo thereof in connection with the performance of its obligations under this Section 2.1(b), such reimbursement to be made promptly after receipt of a written request therefor accompanied by such reasonable documentation as Deerfield or Arthrex may request in connection therewith; provided, however, Deerfield shall not be obligated to reimburse any expense totaling more than Five Thousand Dollars ($5,000) unless Nuo obtained the prior consent of Deerfield to incur such expenses.

2.2            Quality of Services . Nuo represents and warrants that the Services provided to Deerfield by Nuo and its Affiliates hereunder will be provided in good faith, in accordance with practices and standards historically exercised by Nuo for the provision of such Services and in material compliance with applicable Laws and the terms of the License Agreement and Original License, if applicable. Except as set forth in the immediately preceding sentence, Nuo makes no representations or warranties of any kind, express or implied, with respect to the Services, including without limitation any warranties of merchantability or fitness for a particular purpose, which are specifically disclaimed.

SECTION 3
PAYMENT

3.1           Payment of Services .

(a)           In consideration for providing the Services, Deerfield will pay to Nuo, for each full calendar month during which any Service is performed hereunder: (i) the fee set forth for such Services on Schedule A and reimbursement for the actual cost of any Product purchased by Nuo for Arthrex as required by the License Agreement; and (ii) all reasonable and documented out-of-pocket expenses incurred by Nuo in providing such Services it being understood and agreed that if any Services shall be provided for less than a full calendar month (including in respect of the calendar month in which this Agreement shall be executed), the fees payable in respect thereof shall be prorated based on the number of days in such calendar month in which such Services were provided in relation to the total number of days in such calendar month; provided, however, Deerfield shall not be obligated to pay any expense totaling more than Five Thousand Dollars ($5,000) unless Nuo obtained the prior consent of Deerfield to incur such expenses.

(b)           A single written statement will be rendered each calendar month by Nuo to Deerfield for Services delivered during the preceding calendar month, which statement will include the applicable Product cost, fee or fees set forth for such Services on Schedule A and all reasonable and documented out-of-pocket expenses incurred by Nuo in providing such Services during such preceding calendar month (the “Monthly Statement”). Monthly Statements will be substantiated by supporting written information and will itemize in reasonable detail the basis for such Monthly Statement. Each Monthly Statement will be delivered promptly on the invoice date and payable to Nuo in immediately available funds within ten (10) days after the receipt by Deerfield of payment by Arthrex to Deerfield for such Product and Services, but in no event later than ninety (90) days after the invoice date of such Monthly Statement. The Monthly Statement shall be sent to the recipient at the address for Deerfield and in the manner set forth in Section 6.2. If any payment is not paid when due, Nuo shall send a notice of such overdue payment to Deerfield (a “Payment Notice”). If Deerfield does not make such overdue payment within ten (10) Business Days after receiving a Payment Notice, Nuo shall have the right to cease providing any or all of the Services it provides and terminate those Services upon delivery of ten (10) days’ prior written notice to Deerfield; provided, however, Nuo shall not cease providing any Service or terminate this Agreement if such lack of payment is due to a good faith dispute regarding such payment and any amounts not in dispute have been duly paid by Deerfield.

SECTION 4
TERM

4.1            General . Each Service will commence on the Effective Date and will continue until the end of the Transition Period. This Agreement will commence as of the Effective Date hereof and shall remain in force until the earlier of (a) expiration of the Transition Period, (b) termination of this Agreement by Nuo or Deerfield in accordance with Section 3.1(b), or 4.4(a), as applicable.

4.2            Amounts Due .

In the event of a termination or expiration of this Agreement, all outstanding amounts due from Deerfield under Sections 2.1(b) and 3.1, up through and including the date of termination or expiration, will become due and payable to Nuo and Nuo shall send or cause to be sent a final invoice in respect thereof, which shall thereafter be paid in accordance with the terms set forth in Section 3.1(b) hereof. The fee for any terminated or expired Service will be prorated on the terms set forth in Section 3.1(a) hereof.

4.3            Survival . The provisions in Sections 3.1, 4.2, 4.3, 5, and 6.2 through 6.14 hereof shall survive the expiration or other termination of this Agreement.

4.4           Termination of Agreement or Services .

(a)           At any time on written notice to the other Party, Nuo or Deerfield, as applicable, shall have the right to terminate this Agreement or all or any of the Services: (i) if the other Party commits a material breach of any of the terms or conditions of this Agreement (other than non-payment by the other Party of any invoice in respect of a Service, which shall be governed by Section 3.1(b)) and, if such breach may be cured, the other Party fails to remedy the breach within thirty (30) days of receiving such notice; or (ii) pursuant to Section 5.3.

(b)           Deerfield may terminate the use of all or any of the Services upon at least thirty (30) days’ prior notice thereof in accordance with Section 6.2. Notwithstanding anything contained in this Agreement to the contrary, if Nuo, prior to the end of the Transition Period for such Service, breaches its obligation to provide such Service, Nuo shall be liable to Deerfield for any costs incurred by Deerfield for such Services obtained from any third party provided that Deerfield shall be required to deliver to Nuo reasonable evidence of the amount of costs so incurred by Deerfield.

SECTION 5
LIABILITIES; INDEMNIFICATION

5.1           [RESERVED]

5.2           [RESERVED]

5.3           Performance Remedy; Specific Performance .

(a)           In the event that Nuo fails to provide a Service hereunder, or the quality of a Service is not in accordance with Section 2.2 (a “Failure”), Deerfield may give Nuo prompt written notice thereof. Following receipt of any such notice, Nuo will use commercially reasonable efforts to promptly remedy any such Failure. If, within fifteen (15) days following the delivery of such written notice, Nuo has not provided such Service or improved the quality thereof to be in compliance with the terms set forth in this Agreement, and if as a result of any such Failure, it becomes reasonably necessary for Deerfield to obtain any applicable Service from another provider, then Deerfield may terminate the applicable Service and Nuo shall be required to pay to Deerfield the amount of any reasonable cost (in excess of the cost of the Service to be provided by Nuo hereunder) that is actually paid by Deerfield to a third party service provider, provided that Deerfield shall be required to deliver to Nuo reasonable evidence of the amount of costs so incurred by Deerfield.

(b)           The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Subject to  Section 6.5 , the Parties agree that, without the necessity of posting bond or other undertaking, the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Agreement, this being in addition to any other remedy to which such party is entitled at law or in equity.

5.4           Indemnification .

(a)           Nuo will indemnify and hold harmless each of Deerfield and its Affiliates for any Actions, assessments, losses, damages, deficiencies, costs, expenses, liabilities, judgments, awards, fines, interest, sanctions, penalties and charges (including any amounts paid in settlement in accordance with this Agreement), including reasonable costs, fees and expenses of attorneys, accountants, consultants, experts and other third party representatives required to investigate, mitigate or avoid the same, arising from a claim by a third party (“Losses”) that are incurred by Deerfield or its Affiliates, as the case may be, if and to the extent that any such Loss arises out of or relates to (i) any material breach of this Agreement by Nuo or any of its Affiliates providing Services hereunder or (ii) the gross negligence, bad faith or fraud of Nuo or any of its Affiliates providing services hereunder in connection with the performance of the Services hereunder.

SECTION 6
GENERAL PROVISIONS

6.1           Access .

During the Transition Period, Deerfield will have reasonable access upon prior written notice to information or records kept by Nuo for the purposes of the delivery of Services under this Agreement.

6.2            Notices . Any notice or other communication provided for herein or given hereunder to a party hereto must be in writing, and (a) sent by facsimile transmission, (b) sent by electronic mail, (c) delivered in person, (d) mailed by first class registered or certified mail, postage prepaid, or (e) sent by Federal Express or other overnight courier of national reputation, addressed as follows:

To Nuo:

207A Perry Parkway, Suite 1

Gaithersburg, MD 20877

Attention: CEO

Fax: 240-499-2690

Email: djorden@nuot.com

If to Deerfield to:

New York, New York 10017

Attention: David J. Clark

Fax: (646) 536-5662

Email: dclark@deerfield.com

6.3            Relationship between Parties . Nothing contained in this Agreement shall be construed as creating a partnership, joint venture, agency, trust or other association of any kind, each Party being individually responsible only for its obligations as set forth in this Agreement. Nuo shall provide the Services hereunder in the capacity of an independent contractor and not as an employee or agent of Deerfield.

6.4            Assignment; Binding Effect . This Agreement and the rights hereunder and all the provisions hereof shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. The Parties acknowledge and agree that a Party may assign its rights and delegate its duties under this Agreement to one or more of its Affiliates that normally performs the contemplated Services; provided, however, that the assigning Party will remain fully responsible for compliance with the terms of this Agreement the same as if such delegation or designation were not effected.

6.5            Governing Law; Jurisdiction . All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the Schedules hereto, and all claims and disputes arising hereunder or thereunder or in connection herewith or therewith, whether purporting to be sound in contract or tort, or at law or in equity, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any choice of Law or conflict of Law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. The Parties hereto hereby agree and consent to be subject to the exclusive jurisdiction of the federal and state courts in Wilmington, Delaware, and hereby waive the right to assert the lack of personal or subject matter jurisdiction or improper venue in connection with any such suit, action or other proceeding. In furtherance of the foregoing, each of the Parties hereto (a) waives the defense of inconvenient forum, (b) agrees not to commence any suit, action or other proceeding arising out of this Agreement or any transactions contemplated hereby other than in any such court, and (c) agrees that a final judgment in any such suit, action or other proceeding shall be conclusive and may be enforced in other jurisdictions by suit or judgment or in any other manner provided by Law. EACH PARTY HERETO HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY AND WITH AND UPON THE ADVICE OF COMPETENT COUNSEL IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LITIGATION, ACTION, PROCEEDING, CROSS-CLAIM, OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO OR IN CONNECTION WITH (i) THIS AGREEMENT OR THE VALIDITY, PERFORMANCE, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF OR (ii) THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

6.6            Counterparts; Electronic Transmission . This Agreement may be executed in two or more counterparts (any of which may be delivered by facsimile or email transmission followed promptly by an executed original), each of which will be deemed an original, but all of which together will constitute one and the same instrument.

6.7            Captions . The captions contained in this Agreement are for convenience of reference only and do not form a part of this Agreement.

6.8            Complete Agreement . This Agreement and the Schedules attached hereto constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings between the Parties with respect to such subject matter.

6.9           Interpretation.

(a)           When a reference is made in this Agreement to a Section or Schedule, such reference shall be to a Section or Schedule of or to this Agreement unless otherwise indicated.

(b)           Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

(c)           Unless the context requires otherwise, the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words in this Agreement refer to this entire Agreement.

(d)           Unless the context requires otherwise, words in this Agreement using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders.

(e)           References in this Agreement to “dollars” or “$” are to U.S. dollars.

(f)           This Agreement was prepared jointly by the Parties and no rule that it be construed against the drafter will have any application in its construction or interpretation.

6.10          Waiver and Amendment . This Agreement may be amended or modified only by an instrument in writing duly executed by each Party. Except as otherwise provided in this Agreement, any failure of any Party to comply with any obligation, covenant, agreement or condition herein may be waived by the Party entitled to the benefits thereof only by a written instrument signed by the Party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligations, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

6.11          Third Party Beneficiaries . Each Party intends that this Agreement does not benefit or create any right or cause of action in or on behalf of any Person other than the Parties hereto, and no such right shall be created.

6.12          Force Majeure . If a Party or any of its Affiliates or any other Person (including any vendor or supplier to such Party or any Affiliate thereof) is affected by an event of Force Majeure such that such Party or any Affiliate thereof is unable to fulfill all or part of its obligations under this Agreement (including providing such Party’s Services), such Party must give written notice thereof to the other Party, and thereafter and so long as such Force Majeure circumstances shall remain in effect, the affected Party and its Affiliates will be relieved of their obligations hereunder and shall not be in default or breach hereunder as a result thereof.

6.13          Severability . Any term of provision of this Agreement that is invalid or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rending invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision will be interpreted to be only so broad as is enforceable.

[The remainder of this page is intentionally left blank]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above.

[Signature Page to the Transition Services Agreement]

SCHEDULE B

EXHIBIT 10.3

REGISTRATION RIGHTS AGREEMENT

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

INTRODUCTION

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

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

ARTICLE I
DEFINITIONS

In this Agreement:

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

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

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

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

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

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

ARTICLE II
DEMAND AND PIGGYBACK RIGHTS

Section 2.01          Shelf Registration .

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 2.04         Indemnification .

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

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

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

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

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

Section 2.06         Piggy-Back Registrations .

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

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

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

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

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

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

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

ARTICLE III
MISCELLANEOUS

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

(a)          if to the Company, at

Nuo Therapeutics, Inc.

207A Perry Parkway, Suite 1

Gaithersburg, MD 20877

Attention: Chief Executive Officer

Facsimile: (240) 499-2690

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

Dentons US LLP

1221 Avenue of the Americas

New York, NY 10020-1089

Attention: Jeffrey A. Baumel, Esq.

Facsimile: (973) 912-7199

and

Dentons US LLP

1301 K Street, N.W.

Suite 600, East Tower

Washington, D.C. 20006

Attention: Sam J. Alberts, Esq.

Facsimile: (202) 408-6399

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

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

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

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

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

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

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

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

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

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

(Signature Page Follows)

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

EXHIBIT A

SELLING STOCKHOLDER QUESTIONNAIRE

To: Nuo Therapeutics, Inc.
c/o Dentons US LLP

1221 Avenue of the Americas

New York, NY 10020-1089

Attention: Jeffrey A. Baumel, Esq.

Facsimile: (973) 912-7199

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

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

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

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

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

_________________________________________________________________________________________

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

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

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

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

EXHIBIT 10.4

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED.

COMMON STOCK PURCHASE WARRANT

NUO THERAPEUTICS, INC.

THIS COMMON STOCK PURCHASE WARRANT (the “ Warrant ”) certifies that, for value received, [_____________] or its assigns (the “ Holder ”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after November 5, 2016 (the “ Initial Exercise Date ”) and on or prior to the close of business on the May 5, 2021 five (5) year anniversary of the Initial Exercise Date (the “ Termination Date ”) but not thereafter, to subscribe for and purchase from NUO THERAPEUTICS, INC. , a Delaware corporation (the “ Company ”), up to [______] shares (the “ Shares ”) of Common Stock, par value $0.0001 per share, of the Company (“ Common Stock ”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

1.            Purchase of Shares .  Subject to the terms and conditions hereinafter set forth, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the Holder in writing), to purchase from the Company up to [ ______________] fully paid and nonassessable Shares at the Exercise Price.

2.            Definitions .

(a)          Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Common Stock Subscription Agreement (the “ Purchase Agreement ”), dated on or about April 25, 2016, by and among the Company and the purchasers signatory thereto.

(b)           Exercise Price .  The exercise price for the Shares initially shall be $[____] per share, as adjusted from time to time (such price, as adjusted from time to time, is herein referred to as the “ Exercise Price ”).

(c)           Exercise Period .  This Warrant shall be exercisable, in whole or in part, during the term commencing on the date hereof and ending on the Termination Date.

3.           Method of Exercise .  While this Warrant remains outstanding and exercisable in accordance with the terms hereof, the Holder may exercise, in whole or in part, the purchase rights evidenced hereby.  Such exercise shall be effected by:

(i)          the surrender of the Warrant, together with a notice of exercise in substantially the form attached hereto as Exhibit A to the Secretary of the Company at its principal offices; and

(ii)         the payment to the Company of an amount equal to the aggregate Exercise Price for the number of Shares being purchased, in cash (through a check payable to the Company or by wire transfer to an account designated by the Company).

4.           Certificates for Shares .  Upon the exercise of the purchase rights evidenced by this Warrant, one or more certificates for the number of Shares so purchased shall be issued as soon as practicable thereafter, and in any event within thirty (30) days of the delivery of the subscription notice.

5.           Issuance of Shares .  The Company covenants that the Shares, when issued pursuant to the exercise of this Warrant, will be duly and validly issued, fully paid and nonassessable and free from all taxes, liens, and charges with respect to the issuance thereof. The Company shall at all times reserve and keep available solely for the issuance and delivery upon the exercise of this Warrant, such number of Shares sufficient to permit the exercise in full of this Warrant.

6.           Adjustment of Exercise Price and Number of Shares .  The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

(a)           Subdivisions, Combinations and Other Issuances .  If the Company shall at any time prior to the expiration of this Warrant subdivide the Shares, by split-up or otherwise, or combine its Shares, or issue additional shares as a dividend, the number of Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination.  Appropriate adjustments shall also be made to the purchase price payable per share, but the aggregate purchase price payable for the total number of Shares purchasable under this Warrant (as adjusted) shall remain the same.  Any adjustment under this Section 6(a) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.

(b)           Reclassification, Reorganization and Consolidation .  In case of any reclassification, capital reorganization, or change in the capital stock of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 6(a) above), then the Company shall make appropriate provision so that the Holder shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization, or change by a holder of the same number of Shares as were purchasable by the Holder immediately prior to such reclassification, reorganization, or change.  In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof, including Sections 6(a), shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same.

(c)           Notice of Adjustment .  When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of the Warrant, or in the Exercise Price, the Company shall promptly notify the Holder of such event and of the number of Shares or other securities or property thereafter purchasable upon exercise of this Warrant, and furnish the Holder with a certificate of its Chief Financial Officer, including computations of such adjustment in the number or kind of shares purchasable upon exercise of the Warrant, or in the Exercise Price.

7.             No Fractional Shares or Scrip .  No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional shares the Company shall make a cash payment therefor on the basis of the Exercise Price then in effect.

8.             Restrictive Legend . The Shares (unless registered under the Securities Act of 1933, as amended (the “ Act ”)) shall be stamped or imprinted with a legend in substantially the following form:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.  COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.

9.           Warrants Transferable .  Subject to compliance with the terms and conditions of this Section 9, this Warrant and all rights hereunder are transferable, in whole or in part, without charge to the Holder (except for transfer taxes), upon surrender of this Warrant properly endorsed or accompanied by written instructions of transfer.  With respect to any offer, sale or other disposition of this Warrant or any Shares acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or Shares, the Holder agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of such holder’s counsel, or other evidence, if requested by the Company, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Act as then in effect or any federal or state securities law then in effect) of this Warrant or the Shares and indicating whether or not under the Act certificates for this Warrant or the Shares to be sold or otherwise disposed of require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance with such law; provided, however, the Company shall not require an opinion of counsel in any transaction in compliance with Rule 144 promulgated by the SEC under the Act.  Upon receiving such written notice and reasonably satisfactory opinion or other evidence, if so requested, the Company, as promptly as practicable, shall notify the Holder that such person may sell or otherwise dispose of this Warrant or such Shares, all in accordance with the terms of the notice delivered to the Company.  If a determination has been made pursuant to this Section 9 that the opinion of counsel for the Holder or other evidence is not reasonably satisfactory to the Company, the Company shall so notify the Holder promptly with details thereof after such determination has been made.  Each certificate representing this Warrant or the Shares transferred in accordance with this Section 9 shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless in the aforesaid opinion of counsel for the Holder, such legend is not required in order to ensure compliance with such laws.  The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.

10.          Rights of Stockholders .  No holder of this Warrant shall be entitled, as a Warrant holder, to vote or receive dividends or be deemed the holder of the Shares or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein.

11.          Amendments and Waivers .  This Warrant may be modified or amended or the provisions hereof waived only with the written consent of the Company and the Holder.

12.          Notices of Certain Transactions .  In case (a) the Company shall take a record of the holders of its outstanding stock of the same class as the Shares purchasable under this Warrant (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of the surviving corporation), or any transfer of all or substantially all of the assets of the Company, or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to the Holder a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, redemption or conversion is to take place, and the time, if any is to be fixed, as of which the holders of record of the Company’s outstanding stock of the same class as the Shares purchasable under this Warrant (or such other stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, redemption or conversion) are to be determined. Such notice shall be mailed at least ten (10) days prior to the record date or effective date for the event specified in such notice.

13.          Notices .  All notices and other communications given or made hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, with a copy to be sent by United States first class mail, postage prepaid, (c) five (5) days after being sent by registered or certified mail, return receipt required, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.  All communications shall be sent to the respective parties at their address or fax number as set forth on the signature page to the Purchase Agreement or to such electronic mail address, facsimile number or address as subsequently modified by written notice given in according with this Section 13.

14.          No Impairment .  The Company shall not, by amendment of its certificate of incorporation or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but shall at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder against impairment.

15.          Governing Law .  This Warrant and all actions arising out of or in connection with this Warrant shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law provisions of the State of Delaware or of any other state.

16.          Rights and Obligations Survive Exercise of Warrant.   Unless otherwise provided herein, the rights and obligations of the Company, of the Holder and of the holder of the Shares issued upon exercise of this Warrant, shall survive the exercise of this Warrant.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

[ Signature Page to Form of Warrant ]

EXHIBIT A

NOTICE OF EXERCISE

Attention: Chief Executive Officer

1.          The undersigned hereby elects to purchase __________ Shares of Nuo Therapeutics, Inc. common stock pursuant to the terms of the attached Warrant.

2.          Please issue a certificate or certificates representing said Shares in the name of the undersigned or in such other name as is specified below:

3.          The undersigned hereby represents and warrants that the aforesaid Shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale, in connection with the distribution thereof, and that the undersigned has no present intention of distributing or reselling such shares and all representations and warranties of the undersigned set forth in Section 10 of the attached Warrant are true and correct as of the date hereof.

FORM OF TRANSFER

(To be signed only upon transfer of Warrant)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________ the right represented by the attached Warrant to purchase ____________ shares of  ________________________ of NUO THERAPEUTICS, INC. . to which the attached Warrant relates, and appoints ______________ Attorney to transfer such right on the books of __________, with full power of substitution in the premises.