WOUND MANAGEMENT TECHNOLOGIES, INC. (Form: 8-K, Received: 05/02/2016 16:53:58)

NEITHER THIS WARRANT NOR THE SHARES (AS DEFINED BELOW) OF THE COMPANY ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER EITHER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

WARRANT TO PURCHASE SHARES OF COMMON STOCK

WOUND MANAGEMENT TECHNOLOGIES, INC.

Void after April 26, 2021

April 26, 2016

THIS CERTIFIES THAT , for value received, Evolution Venture Partners LLC, a Delaware limited liability company, or its registered successors or assigns (“ Holder ”), is entitled to purchase, subject to the conditions set forth below, at any time or from time to time during the Exercise Period (as defined in subsection 1.1 below), Sixty Million (60,000,000) fully-paid and non-assessable shares (the “ Shares ”) of the common stock, par value $0.001 per share (the “ Common Stock ”), of Wound Management Technologies, Inc., a Texas corporation (the “ Company ”), at an exercise price of $0.12 per share, subject to adjustment as provided in Section 3 below (the “ Exercise Price ”). Terms used herein but not otherwise defined shall have the meanings ascribed thereto in the EVP Engagement Letter (as defined below), a copy of which is attached hereto as Exhibit A.

1. DEFINED TERMS

As used herein, the following terms shall have the following meanings:

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

“ EVP Engagement Letter ” shall mean that certain letter agreement, of even date herewith, by and among the Company, Holder and Middlebury Securities, LLC.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Fair Market Value ” of one Share shall be, (i) if the Common Stock is registered under the Securities Act at the time of such exercise, (x) the last sale price of the Common Stock reported on principal trading market, including the over-the-counter market on the electronic bulletin board, for the Common Stock, or (y) if no last sale price is available, the average of the bid and ask prices of the Common Stock reported on principal trading market, including the over-the-counter market on the electronic bulletin board, for the Common Stock; or (ii) if there is no public market for the Common Stock, determined by the Board in good faith.

“ Securities Act ” means the Securities Act of 1933, as amended.

2. EXERCISE OF WARRANT

The terms and conditions upon which this Warrant may be exercised, and the Shares covered hereby may be purchased, are as follows:

2.1 Exercise Period and Vesting .

(a) The exercise period of this Warrant is the period beginning on the date that this Warrant vests as provided below and ending at 5:00 p.m., Dallas, Texas time, on April 26, 2021 (the “ Exercise Period ”). Holder may only purchase shares that have vested (“ Vested Shares ”), which Shares shall vest as follows:

(i) 20% of the Shares are vested as of the date hereof;

(ii) 20% of the Shares will vest and become exercisable upon the consummation by the Company of one or more Financing Transactions with gross proceeds of at least $5,000,000; it being agreed and understood that such gross proceeds will exclude capital invested or loaned to the Company by current investors, members of the Board or management of the Company and/or their respective affiliates (collectively, “ Inside Investors ”), but not to the extent third- party investors do not participate in such Financing Transaction in order to accommodate participation by the Inside Investors;

(iii) 20% of the Shares will vest and become exercisable upon the consummation by the Company of a Strategic Transaction (other than an Acquisition of the Company and other than a distribution agreement);

(iv) 20% of the Shares shall vest and become exercisable upon the Company’s execution of a material distribution agreement which constitutes a Strategic Transaction, which materiality threshold will be mutually agreeable to the Company and Service Provider;

(v) 20% of the Shares shall vested and become exercisable upon the Company’s hiring of an executive officer or other key employee, which executive officer or key employee was identified by Service Provider or Service Provider played a meaningful role in such person’s hire as requested by the Company in writing, and only if, the Company and Service Provider mutually agree that such hire will materially enhance the Company; and

(vi) all non-vested Shares will vest and become exercisable upon the consummation of an Acquisition of the Company.

The parties acknowledge and agree that the Company may in its sole discretion refuse to enter into an agreement regarding the matters, or enter into any transaction of the type, set forth above in this Section 2.1. Upon the expiration of the Term, all unvested Shares shall be deemed to be canceled; provided, however, for Items (ii), (iii), (iv), (v) and (vi) above, the opportunity to vest the Shares shall continue for the Tail Period, but will only vest if the event occurs during the Tail Period with a person or entity contacted by Service Provider on behalf of the Company during the Term. For clarity purposes, (i) Service Provider will vest Shares each time the milestones set forth above are satisfied (which can be more than once, excluding the milestone in (ii) above, which may only vest once unless otherwise agreed to in writing by the Company) and (ii) in no event will more than one hundred percent (100%) of the Shares vest in the aggregate.

(b) During the Exercise Period, Holder may exercise, in whole or in part, and from time to time, the purchase rights evidenced by this Warrant to purchase Vested Shares. Such exercise shall be effected by: (a) the surrender of the Warrant, together with a duly executed copy of the form of Notice of Exercise, the form of which is attached hereto as Exhibit B (the “ Notice of Exercise ”), to the Chief Executive Officer of the Company at the address set forth in Section 7.11 below; and (ii) the payment to the Company of an amount equal to the aggregate Exercise Price for the Shares being purchased (the “ Aggregate Exercise Price ”) as provided in subsection (c) below.

(c) Payment of the Aggregate Exercise Price shall be made, at the option of Holder as expressed in the Exercise Notice, by the following methods:

(i) by delivery to the Company of a wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of such Aggregate Exercise Price;

(ii) by instructing the Company to withhold and not issue to Holder a number of Vested Shares with an aggregate Fair Market Value as of the date of exercise of the Warrant for such Vested Shares (the “ Exercise Date ”) equal to such Aggregate Exercise Price; or

(iii) a combination of the foregoing.

In the event of any withholding of Shares pursuant to clause (ii) above, where the number of Shares whose value is equal to the Aggregate Exercise Price is not a whole number, the number of Shares withheld by the Company shall be rounded up to the nearest whole share and the Company shall make a cash payment to Holder (by delivery of a check) based on the incremental fraction of a share being so withheld by the Company in an amount equal to the product of (x) such incremental fraction of a Share being so withheld multiplied by (y) the Fair Market Value of one Warrant Share as of the Exercise Date. Any withheld Shares pursuant to clause (ii) above shall be deemed to be cancelled and no longer issuable under this Warrant.

2.2 Issuance Of Shares and New Warrant . Certificates for Shares purchased hereunder shall be delivered by the Company to Holder as soon as possible after delivery by Holder to the Company of the items described in Section 2.1 above; provided, however, if the Company has appointed a transfer agent for the Common Stock, then certificates for Shares shall be transmitted by the transfer agent of the Company to Holder by crediting the account of Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“ DWAC ”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by Holder in the Notice of Exercise within three (3) trading days from the delivery to the Company of the Notice of Exercise form, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (“ Share Delivery Date ’). This Warrant shall be deemed to have been exercised on the Exercise Date; provided that all the requirements for such exercise have been met, and Holder has paid all taxes required to be paid by Holder, if any, pursuant to Section 2.5 below prior to the issuance of such Shares, have been paid.

2.3 Delivery of New Warrants Upon Exercise . If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

2.4 No Fractional Shares or Scrip . No fractional shares or scrip representing fractional Shares shall be issued upon the exercise of this Warrant. As to any fraction of a Share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price.

2.5 Charges . Taxes and Expenses. Issuance of certificates for Shares shall be made without charge to Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of Holder or in such name or names as may be directed by Holder; provided, however, that in the event certificates for Shares are to be issued in a name other than the name of Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by Holder; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

2.6 Limitation on Exercise . Notwithstanding anything to the contrary contained in this Warrant, if at any time Holder shall or would be issued Shares upon exercise of Vested Shares, but such issuance would cause Holder (together with its affiliates) to beneficially own a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date (including for such purpose the shares of Common Stock issuable upon such issuance) (the “ Maximum Percentage ”), then the Company must not issue to Holder shares of Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the Exchange Act. The shares of Common Stock issuable to Holder that would cause the Maximum Percentage to be exceeded are referred to herein as the “ Ownership Limitation Shares ”. Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Holder. From time to time, Holder may notify the Company in writing of the number of the Ownership Limitation Shares that may be issued to Holder without causing Holder to exceed the Maximum Percentage. Upon receipt of such notice, the Company shall be unconditionally obligated to immediately issue such designated shares to Holder, with a corresponding reduction in the number of the Ownership Limitation Shares.

3. TRANSFERS

3.1 Transferability . Subject to compliance with any applicable securities laws and the conditions set forth in Sections 2.4, 5 and 6.1 below, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company, together with the appropriate form of Assignment, as attached hereto, duly executed by Holder and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Shares without having a new Warrant issued.

3.2 New Warrants . This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by Holder or its agent or attorney. Subject to compliance with Section 2.1, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.

3.3 Warrant Register . The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “ Warrant Register ”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to Holder, and for all other purposes, absent actual notice to the contrary.

3.4 Transfer Restrictions . If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act or a qualified institutional buyer as defined in Rule 144A(a) under the Securities Act.

4. ANTIDILUTION PROVISIONS

The provisions of this Section 4 shall apply in the event that any of the events described in this Section 4 shall occur with respect to the Shares at any time on or after the original issuance date of this Warrant:

4.1 Splits and Combinations . If the Company shall at any time subdivide or combine its outstanding shares of Common Stock, this Warrant shall, after that subdivision or combination, evidence the right to purchase the number of Shares that would have been issuable as a result of that change with respect to the Shares which were purchasable under this Warrant immediately before that subdivision or combination. If the Company shall at any time subdivide the outstanding shares of Common Stock, the Exercise Price then in effect immediately before that subdivision shall be proportionately decreased, and, if the Company shall at any time combine the outstanding shares of Common Stock, the Exercise Price then in effect immediately before that combination shall be proportionately increased. Any adjustment under this Section shall become effective at the time that such subdivision or combination becomes effective.

4.2 Reclassification, Exchange and Substitution . If the Shares issuable upon exercise of this Warrant shall be changed into the same or a different number of securities of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above), Holder shall, on exercise of this Warrant, be entitled to purchase for the same aggregate consideration, in lieu of the Shares which Holder would have become entitled to purchase but for such change, the number of securities of such other class or classes of stock equivalent to the number of Shares that would have been subject to purchase by Holder on exercise of this Warrant immediately before that change.

4.3 Reorganizations, Mergers, Consolidations Or Sale Of Assets . If at any time there shall be a capital reorganization of the shares of Common Stock (other than a combination, reclassification, exchange, or subdivision of shares provided for elsewhere above) then, as a part of such reorganization, lawful provision shall be made so that Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the Exercise Price then in effect, the number of shares or other securities or property of the Company to which a holder of the Shares deliverable upon exercise of this Warrant would have been entitled in such capital reorganization if this Warrant had been exercised immediately before that capital reorganization. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of Holder of this Warrant after the reorganization to the end that the provisions of this Warrant (including adjustment of the Exercise Price then in effect and number of Shares purchasable upon exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant.

4.4 Distributions . In the event the Company should at any time prior to the expiration of this Warrant fix a record date for the determination of holders of shares entitled to receive a distribution payable in additional shares of Common Stock or other securities or rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock (hereinafter referred to as the “ Share Equivalents ”) without payment of any consideration by such holder for the additional shares (including the additional shares issuable upon conversion or exercise thereof), then, as of such record date (or the date of such distribution, split or subdivision if no record date is fixed), the Exercise Price shall be appropriately decreased and the number of Shares issuable upon exercise of the Warrant shall be appropriately increased in proportion to such increase of outstanding shares.

4.5 Adjustments of Other Distributions . In the event the Company shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Company or other persons, assets (excluding cash dividends) or options or rights not referred to in Section 4.4 above, then, in each such case for the purpose of this Section 4.5, upon exercise of this Warrant Holder shall be entitled to a proportionate share of any such distribution as though Holder was the holder of the number of Shares into which this Warrant may be exercised as of the record date fixed for the determination of the holders of shares entitled to receive such distribution.

4.6 Certificate as to Adjustments . In the case of each adjustment or readjustment of the Exercise Price pursuant to this Section 4, the Company will promptly compute such adjustment or readjustment in accordance with the terms hereof and cause a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, to be delivered to Holder. The Company will, upon the written request at any time of Holder, furnish or cause to be furnished to Holder a certificate setting forth: (a) such adjustments and readjustments; (b) the Exercise Price at the time in effect; and (c) the number of Shares issuable upon exercise of the Warrant and the amount, if any, of other property at the time receivable upon the exercise of the Warrant.

4.7 Reservation of Shares Issuable Upon Exercise . The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the exercise of this Warrant such number of shares of Common Stock as shall from time to time be sufficient to effect the exercise of this Warrant and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the exercise of this Warrant, in addition to such other remedies as shall be available to Holder, the Company will use its best efforts to take such action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

5. RIGHTS PRIOR TO EXERCISE OF WARRANT

This Warrant does not entitle Holder to any of the rights of a shareholder of the Company. If, however, at any time prior to the expiration of this Warrant and prior to its exercise, any of the following events shall occur: (a) the Company shall make any distribution (other than a cash distribution) to the holders of shares of Common Stock; (b) the Company shall offer to all of the holders of shares of Common Stock any additional shares or share equivalents or any right to subscribe for or purchase any thereof; or (c) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation, merger, sale, transfer or lease of all or substantially all of its property, assets, and business as an entirety) shall be proposed and action by the Company with respect thereto has been approved by the Company’s Board of Directors (each, a “ Material Action ”), the Company shall give notice in writing of such Material Action to Holder at its last address as it shall appear on the Company’s records at least twenty (20) days’ prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such dividends, distribution, or subscription rights, or for the determination of shareholders entitled to vote on the Material Action. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to publish, mail or receive such notice or any defect therein or in the publication or mailing thereof shall not affect the validity of the Material Action.

6. RESTRICTED SECURITIES

Holder acknowledges that the Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws. In order to enable the Company to comply with the Securities Act and applicable state laws, the Company may require Holder as a condition of the transfer or exercise of this Warrant, to give written assurance satisfactory to the Company that the Warrant, or in the case of an exercise hereof the Shares subject to this Warrant, are being acquired for his or her own account, for investment only, with no view to the distribution of the same, and that any disposition of all or any portion of this Warrant or the Shares issuable upon the due exercise of this Warrant shall not be made, unless made in compliance with the requirements of the Securities Act and applicable securities laws of any State or other jurisdiction. Holder acknowledges that this Warrant is, and each of the Shares issuable upon the due exercise hereof will be, a restricted security, and that the certificates evidencing securities issued to Holder upon exercise of this Warrant will bear a legend substantially similar to the legend set forth on the front page of this Warrant.

7. MISCELLANEOUS

7.1 Title to Warrant . During the Exercise Period, and subject to compliance with applicable laws and Section 3.4 above, this Warrant and all rights hereunder are transferable, in whole or in part, at the office of the Company by Holder, upon surrender of this Warrant together with the appropriate Assignment form attached hereto properly endorsed. To the extent Section 3.4 above is applicable, the transferee shall sign an investment letter in form and substance reasonably satisfactory to the Company, if required by the Company.

7.2 Loss Theft Destruction or Mutilation of Warrant . The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

7.3 Saturdays, Sundays, Holidays, Etc . If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday.

7.4 Non-Waiver and Expenses . No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate upon expiration of the Exercise Period. If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to Holder, the Company shall pay to Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise; enforcing any of its rights, powers or remedies hereunder.

7.5 Limitation of Liability . No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant or purchase Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

7.6 Remedies . Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

7.7 Successors and Assigns . Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by any such Holder or holder of Shares.

7.8 Amendment . This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and Holder.

7.9 Severability . Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

7.10 Headings . The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

7.11 Notices . All notices, requests, demands and other communications under this Warrant shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the date of mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows: if to Holder, at his address as shown in the Company records; and if to the Company, at 16633 Dallas Parkway, Suite 250, Addison, Texas 75001-6897, attention: Chief Financial Officer. Any party may change its address for purposes of this Section by giving the other party written notice of the new address in the manner set forth above.

7.12 Governing Law . This Warrant and any dispute, disagreement or issue of construction of interpretation arising hereunder whether relating to its execution, its validity, the obligations provided herein or performance shall be governed or interpreted according to the internal laws of the State of Texas without regard to conflicts of law.

EXECUTED as of the date first set forth above.

	WOUND MANAGEMENT TECHNOLOGIES, INC.

	By:	/s/ Deborah J. Hutchinson
	Printed:	Deborah J. Hutchinson
	Title:	President

EXHIBIT A

Letter Agreement

[See attached document]

A-1

EXHIBIT B

Form of Notice of Exercise

[See attached document]

B-1

NOTICE OF EXERCISE

TO: WOUND MANAGEMENT TECHNOLOGIES, INC.

The undersigned, the Holder of the attached Warrant for the Purchase of Shares of Common Stock, dated April , 2016, issued by Wound Management Technologies, Inc. to Evolution Partners, LLC (the “ Warrant ”), hereby irrevocably elects to exercise the purchase right represented by the Warrant for, and to purchase thereunder,Shares of Common Stock (as such terms are defined in the Warrant).

(Cash Exercise) The undersigned has included with this Notice of Exercise the purchase price of such Shares in full.

(Cashless Exercise) The undersigned elects to purchase such Shares pursuant to the net exercise provisions set forth in Section 2.1(c)(ii) of the Warrant.

The undersigned hereby requests that the Certificate(s) for such securities be issued in the name(s) and delivered to the address(es) as follows:

Name:

Address:

Social Security Number:

Deliver to:

Address:

If the foregoing subscription evidences an exercise of the Warrant to purchase fewer than all of the Warrant Shares (or other securities or property) to which the undersigned is entitled under the Warrant, please issue a new Warrant, of like tenor, for the remaining portion of the Warrant (or other securities or property) in the name(s), and deliver the same to the address(es) as follows:

Dated:

If undersigned is an individual:

By:

Printed:

Address:

(SS # of Holder)

If undersigned is an entity:

(Print Name of Entity)

By:

Name:

Title:

Address:

(TIN of Holder)

EXHIBIT C

Form of Assignment

[See attached document]

C-1

ASSIGNMENT

FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto ______________________the within Warrant and all rights evidenced thereby and does irrevocably constitute and appoint _____________________________, attorney, to transfer the said Warrant on the books of the within named Company.

Dated:

If an individual :

Printed:

If a legal entity :

(type in name)

By:

Printed:

Title:

PARTIAL ASSIGNMENT

FOR VALUE RECEIVED ___________________________hereby sells, assigns and transfers unto ______________________________ that portion of the within Warrant and the rights evidenced thereby which will and the date hereof entitle the holder to purchase ________ shares of Common Stock of Wound Management Technologies, Inc., and does hereby irrevocably constitute and appoint ______________________ and _____________________, or either of them, attorney, to transfer that part of the said Warrant on the books of the within named Company.

Dated:

If an individual :

Printed:

If a legal entity :

(type in name)

By:

Printed:

Title:

CONFIDENTIAL

April 26, 2016

Wound Management Technologies, Inc.

1663 Dallas Parkway, Suite 250

Addison, TX 75001-6897

Attn: John Siedhoff

Dear John:

This letter agreement (this “ Agreement ”) confirms our understanding with respect to your engagement of Evolution Venture Partners LLC (“ EVP ”) to serve as a “ Strategic Advisor ” with respect to the matters set forth herein to Wound Management Technologies, Inc. (“ WNDM ”) and its subsidiaries and affiliates (together with such subsidiaries and affiliates, the “ Company ”). EVP is not a registered broker-dealer with the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority (“ FINRA ”), any state or otherwise, and any services related to the placement of any securities in connection with the consummation of any Financing Transaction, or otherwise, shall be performed by Middlebury Securities, LLC (“ Middlebury ”, and together with EVP, the “ Service Provider ”), as further set forth in this Agreement. Capitalized terms not otherwise defined herein shall have the meanings set forth in Section 5.

1. SERVICES.

EVP is hereby appointed as the exclusive Strategic Advisor and Middlebury is hereby appointed as the exclusive placement agent (the “ Placement Agent ”) to the Company in connection with the pursuit and execution of a Financing Transaction.

(a) Financing Transaction . These services may include but not be limited to the following:

Advising the Company on strategy and tactics for structuring and completing a financing in light of market conditions and the Company’s objectives and goals;

Arranging delivery of investor materials to prospective investors;

Coordinating presentations, discussions, meetings and due diligence with prospective investors;

Contacting and following up with prospective investors;

Soliciting financing proposals from investors and providing guidance on the Company’s desired amount, pricing, terms, structure, and timing;

Facilitating negotiations with investors or investor groups;

Recommending selection of investors to close an offering;

Performing any such other financial advising or placement agent services as may be appropriate; and

Advising on strategy for operations, Company growth activities and strategic collaborations within the biopharmaceutical sector during and after the fundraising activities.

You acknowledge and agree that Service Provider’s engagement pursuant to this Agreement is not an agreement by it or any of its affiliates, or any sub placement agents, to underwrite or purchase any securities of the Company (the “ Securities ”) or otherwise provide any financing, nor an agreement by the Company to issue and sell any Securities. The Service Provider shall only be obligated to assist the Company with the sale of Securities on a “best efforts” basis. The Securities may only be offered in jurisdictions in which the Service Provider or its sub placement agents are duly licensed and authorized to conduct business as a broker/dealer in securities or are exempt from registration therefrom. The Company may in its discretion postpone, modify, abandon or terminate any Financing Transaction prior to closing of such transaction. The Service Provider may decline to participate in the Financing Transaction if it reasonably determine that the transaction has become impractical or undesirable. During the term of this engagement, the Company will not make any commitment with any other person to sell Securities on its behalf without EVP’s prior written consent.

(b) Strategic Transactions. EVP shall provide services to the Company in connection with its pursuit and execution of Strategic Transactions, which services shall include but not be limited to the following:

Assisting in identifying and initiating contact with potential strategic partners;

Arranging meetings with potential strategic partners;

Assisting the Company in the development, preparation, and distribution of selected information, documents, and other materials to create interest in and to consummate any potential Strategic Transaction;

Assisting in the analysis of potential strategic partners with respect to possible mutual benefits such parties may have with the Company;

Advising the Company as to the structure of any proposed Strategic Transaction ;

Assisting the Company in determining appropriate values to be realized in any proposed Strategic Transaction;

Advising and assisting the Company in all negotiations regarding any proposed Strategic Transaction;

Assisting with negotiating, documenting, and closing of any Strategic Transaction ;

Assisting in any related presentations to the Company’s Board of Directors; and

Performing such other strategic advisory services related to any proposed Strategic Transaction as EVP and the Company agree to be appropriate.

2. COMPENSATION.

As compensation for the services listed in Section 1 above (the “ Services ”) to the Company hereunder, the Service Provider shall be entitled to receive the following payments.

(a) Consulting Fee and Warrant .

(i) EVP will receive a non-refundable, one-time Consulting Fee of Sixty Thousand Dollars (US$60,000) (the “ Consulting Fee ”). The Consulting Fee shall be due and payable upon execution of this Agreement.

(ii) In addition, contemporaneously with the execution and delivery of this Agreement by the parties hereto, WNDM shall issue to EVP (or its designee(s)) a warrant to purchase up to 60 million shares of the common stock of WNDM (which number of shares is approximately 23% of the Company’s outstanding capital stock, calculated on a fully diluted basis, on the date hereof) pursuant to a Warrant to Purchase Shares of Common Stock of WNDM, the form of which is attached hereto as Exhibit A (the “ Warrant ”).

(b) Success Fees for a Strategic Transaction . In the event the Company closes a Strategic Transaction during the Term, or closes a Strategic Transaction during the Tail Period with a person or entity contacted by Service Provider on behalf of the Company during the Term, the Company shall pay to the Service Provider a cash fee equal to five percent (5%) of the Transaction Value of the Strategic Transaction.

(c) Selling Fees for a Financing Transaction . In the event the Company closes a Financing Transaction during the Term, or closes a Financing Transaction during the Tail Period with a person or entity contacted by Service Provider on behalf of the Company during the Term, the Company shall pay to the Service Provider a cash fee equal to: (i) five percent (5%) of the amount of the gross proceeds from the equity sold in a Financing Transaction; and (ii) three percent (3%) of the amount of the gross proceeds from the debt sold in a Financing Transaction, in each case; it being agreed and understood that no fee is due on a Financing Transaction for capital invested or loaned to the Company by current investors, members of the Board of Directors or management of the Company and/or their respective affiliates; it being further agreed and understood that no further fees shall be payable to Service Provider if the security sold in the Financing Transaction has a conversion, exercise or exchange component which is subsequently converted, exercised or exchanged for no consideration following the original issuance date.

(d) Expense Reimbursement . The Company shall reimburse the Service Provider for reasonable and accountable out-of-pocket expenses incurred in performing Services hereunder; provided, however, that the Company must approve in advance any expense in excess of $1,500 and any expenses in excess of $20,000 in the aggregate. In the event that travel is required for a trip of over 4 hours, then the Service Provider will book Business Class airfare tickets. Otherwise coach tickets will be purchased. Expenses shall be paid immediately upon being invoiced.

(e) Payment and Delivery . The parties acknowledge and agree that a Strategic Transaction or Financing Transaction may be conducted in one or a series of related transactions, and each such transaction, together with any related transactions thereto shall be deemed to be a single transaction for the purposes of calculating the fees payable to the Service Provider. All fees payable to the Service Provider pursuant to this Section 2 shall be (A) payable in cash, by wire transfer of immediately available funds to an account designated by the Service Provider and (B) subject to the next sentence, due and payable immediately upon the consummation of the subject transaction and any related transaction thereto. For the avoidance of doubt, if any Strategic Transaction provides for payments to the Company at a future date (e.g. holdbacks, escrows, installment payments, milestone payments or earn-out payments), then any fees payable to the Service Provider in connection with such future payments shall only be made if and when received by the Company. For the sake of clarity, it is understood and agreed that only a single success fee for the same Strategic Transaction and activities thereunder will be paid to the Service Provider, but not both, though it is understood that there may be a transaction that covers two activities and would result in two fees being due and payable to the Service Provider (e.g., a licensing transaction covered and a financing).

3. TERM AND TERMINATION; “TAIL PERIOD”.

The initial term of this Agreement shall be for a period of one (1) year from the execution of this Agreement (the “ Term ”); provided, however, that (i) any party may terminate this Agreement at any time with thirty (30) days written notice (but if terminated by Service Provider during such one-year period, Service Provider shall pay back to the Company the Consulting Fee) and (ii) such initial term will be extended for successive six (6) month periods unless terminated by written notice by either party. Notwithstanding the foregoing, in the event within twelve (12) months following the expiration of the Term (such period, the “ Tail Period ”) the Company closes a Strategic Transaction of Financing Transaction with a person or entity contacted by Service Provider on behalf of the Company during the Term, then the Company shall pay and deliver to the Service Provider all fees, expenses and warrants set forth in Section 2, in accordance with the terms thereof as though such transaction were consummated during the Term. Furthermore, at the end of the Term, the Service Provider shall provide a list of the companies contacted on behalf of the Company during the Term, which companies shall constitute the relevant companies for the Tail Period. The parties acknowledge that these terms are fair and equitable and necessary for the protection of the Service Provider and hereby waive any argument to the contrary.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS.

(a) Representations and Warranties .

(i) Each party represents and warrants to the other party that (A) such party is duly organized, validly existing and in good standing under the laws of the state of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted, (B) all action required to be taken by such party in order to authorize WNDM to enter into this Agreement has been taken or will be taken prior to the consummation of a Transaction, and (C) this Agreement, when executed and delivered by the parties, shall constitute valid and legally binding obligations of the parties, enforceable against each.

(ii) WNDM acknowledges and agrees that references to “Company” include any and all affiliates, subsidiaries, successors and assigns of WNDM, and that any fees due and payable by the Company to the Service Provider under this Agreement shall also be payable by any such affiliate or subsidiary of WNDM for which or related to which services were rendered hereunder.

(iii) WNDM acknowledges and agrees that the Service Provider will not be providing the Company, and the Company shall not look to the Service Provider for, tax, legal or accounting advice.

(iv) In the event of a Financing Transaction:

(A) The Securities will be sold by the Company in compliance with the requirements for exemptions from registration or qualification of, and otherwise in accordance with, all federal and state securities laws and regulations;

(B) The Company will have responsibility for the accuracy and completeness of any Marketing Documents;

(C) The Company will promptly notify the Service Provider of any party who, during the Term, approaches the Company regarding a potential sale of Securities;

(D) The Company will provide the Service Provider with copies of all subscription or purchase agreements entered into with investors, and to the extent not included in all such subscription or purchase agreements, all information otherwise known to you with respect to each investor that is relevant for purposes of compliance by the Service Provider, or its affiliates, with its filing obligations under FINRA Rule 5123.

(b) Information . In connection with the Services, the Company will furnish the Service Provider with all information the Service Provider may reasonably request and will provide the Service Provider access during regular business hours to the Company’s officers, accountants and counsel. The Company acknowledges that in rendering the Services hereunder, the Service Provider shall use and rely solely on the information provided by the Company. During the Term, the Company will promptly notify the Service Provider if it learns of any material misstatements in, or material omissions from, any information previously delivered to the Service Provider. The Service Provider does not assume responsibility for the accuracy or completeness of any such information. Any advice rendered by the Service Provider pursuant to this Agreement may not be disclosed publicly without the Service Provider’s prior written consent.

(c) Marketing; Publicity . The Company agrees that, subject to federal and state securities laws, the Service Provider shall have the right to place advertisements in financial and other newspapers and journals describing the Services to the Company hereunder upon prior review and approval by the Company. The Company agrees that (i) it will not make any public statement or announcement (including any press release) that refers to the Service Provider or the Service Provider s engagement without Service Provider’s prior written consent and (ii) at the Service Provider’s request, it will cause (to the extent permitted by law)) any such public statement or announcement to indicate that the Service Provider acted as Strategic Advisor or Placement Agent to the Company.

(d) Indemnification .

(i) The Company hereby agrees to hold harmless and indemnify EVP, Middlebury and their respective subsidiaries, affiliates, successors and assigns, officers, directors, employees, attorneys, accountants, agents and representatives (collectively, “ Representatives ”) from against any and all claims, actions, demands, expenses, losses and liabilities of every kind and nature, including without limitation, reasonable attorneys’ fees (collectively, Claims ”) related to or arising out of (A) any breach by the Company of any of the representations, warranties, covenants, obligations and/or agreements contained in this Agreement, (B) any untrue statement or alleged untrue statement of a material fact contained in any oral or written statement of the Company or any of its Representatives to the Service Provider or any of its Representatives or to any actual or potential buyers, sellers, investors, lenders, joint venturers or partners, including but not limited to, any executive summary, financial statements, pitch deck, information sheet, offering memorandum, private placement memorandum or prospectus, or the like, or any amendments or supplements to any of the foregoing (each, a “ Marketing Document ”), (C) any omission or alleged omission to state in any Marketing Document a material fact required to be stated therein or necessary to make the statements therein not misleading, or (D) any violation or alleged violation by the Company or any of its Representatives of any federal or state securities or other laws, rules or regulations or any other action taken or any failure or omission to act by the Company or any of its Representatives, except for Claims pertaining or relating to the gross negligence or willful misconduct of EVP, Middlebury and/or their respective Representatives.

(ii) If any action or proceeding shall be brought or claim asserted against EVP, Middlebury and/or their respective Representatives (in such capacity, collectively, the “ Indemnified Parties, ” and individually, an “ Indemnified Party ”), in respect of which indemnity shall be sought from the other party (in such capacity, the “ Indemnifying Party ”), the Indemnified Party shall promptly notify the Indemnifying Party and the Indemnifying Party shall assume the defense thereof, including the employment of counsel at the Indemnifying Party ‘s expense. Each Indemnified Party reserves the right, at its option and expense, to participate in such defense. The Indemnifying Party shall not be liable for any settlement of such action or proceeding without its written consent, but if settled with its written consent or if there be a final judgment for the plaintiff in such action or proceeding, the Indemnifying Party agrees to hold harmless and indemnify any Indemnified Party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing, the Indemnifying Party shall not be responsible for any claims, liabilities, losses, damages or expenses against or incurred by the Indemnified Parties if, and only to the extent that, it is finally adjudicated by an arbiter or court of competent jurisdiction that they result primarily from the willful misconduct or gross negligence of an Indemnified Party. The indemnification provided for in this Section 4(d) shall be in addition to any rights that the Service Provider may have at common law or otherwise.

(e) Confidentiality . Except as contemplated by the terms hereof or as required by applicable law or legal process (a “ Demand ”), the Service Provider shall keep confidential all material non-public information provided to it by or at the request of the Company, and shall not disclose such information to any third party or to any of its employees or advisors except to those persons who have a need to know such information in connection with the Service Provider’s performance of its responsibilities hereunder and who are advised of the confidential nature of the information and who agree to keep such information confidential. Except as required by applicable law, any advice to be provided by the Service Provider under this Agreement shall not be disclosed publicly or made available to third parties (other than the Company’s other professional advisors) without the prior written consent of the Service Provider (which consent shall not be unreasonably withheld, conditioned or delayed). All services, advice and information and reports provided by the Service Provider in connection with this engagement shall be for the sole benefit of the Company and shall not be relied upon by any other person. In the event that the Service Provider is served with a Demand, the Service Provider will promptly advise the Company of the same and will cooperate with all reasonable and lawful requests by the Company to prevent the disclosure of confidential and/or proprietary information pursuant to such Demand. Notwithstanding any of the foregoing, the following will not constitute confidential information for purposes of this Agreement: (i) information which was already in the Service Provider’s possession (or the possession of any of its professionals) and not subject to any existing confidentiality obligations to the Company, or that was available to the Service Provider on a non-confidential basis, prior to its receipt from the Company; (ii) information which is obtained by the Service Provider (or any of its professionals) from a third person who, insofar as is known to the Service Provider, is not prohibited from transmitting the information to the Service Provider by a contractual, legal or fiduciary obligation to the Company; or (iii) information which is or becomes publicly available through no fault of the Service Provider or any of its professionals.

(f) Attorneys’ Fees . If any action, proceeding or arbitration at law or in equity is necessary to enforce or interpret the terms of this Agreement, and the Company is found to have violated the terms of this Agreement, the Company agrees that, in addition to any other relief that the Service Provider may be entitled, it shall also indemnify and reimburse the Service Provider for all of its reasonable attorneys’ fees, costs and disbursements incurred in connection with such action.

(g) The Service Provider and the Company further agree that neither the Service Provider nor any of its affiliates or any of its their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Exchange Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended (the ‘‘ Exchange Act ”), employees, consultants or agents shall have any liability to the Company, its security holders or creditors, or any person asserting claims on behalf of or in the right of the Company (whether direct or indirect, in contract, tort, for an act of negligence or otherwise) for any losses, fees, damages, liabilities, costs, expenses or equitable relief arising out of or relating to this Agreement or the Services rendered hereunder, except for losses, fees, damages, liabilities, costs or expenses that arise out of or are based on any action of or failure to act by the Service Provider and that are finally determined (by a court of competent jurisdiction and after exhausting all appeals) to have resulted solely from the willful misconduct of the Service Provider. With respect to alleged breaches of the confidentiality provisions herein by the Service Provider, the Company shall have the right to pursue equitable relief in addition to any other remedy in equity or law. Notwithstanding the foregoing, in no event will the aggregate liability of the Service Provider exceed the amount of the fee actually received by it pursuant to the Agreement.

5. CERTAIN DEFINITIONS.

(a) “ Acquisition ” means (i) the consummation of the merger or consolidation of the Company with or into another entity (except a merger or consolidation in which the holders of capital stock of the Company immediately prior to such merger or consolidation continue to hold at least 50% of the voting power of the capital stock of the Company or the surviving or acquiring entity), (ii) the closing of the transfer (whether by merger, consolidation or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an underwriter of the Company’s securities), of the Company’s securities if, after such closing, such person or group of affiliated persons would hold 50% or more of the outstanding voting stock of the Company (or the surviving or acquiring entity) or (iii) a sale of all or substantially all of the assets of the Company.

(b) “ Financing Transaction ” shall mean, directly or indirectly whether in a single transaction or a series of related transactions, a private or public offering or issuance of the equity securities or indebtedness of the Company (including, for the avoidance of doubt its affiliates, subsidiaries, successors and assigns) for cash, assumption or incurrence of indebtedness, securities or other consideration with any party.

(c) “ Strategic Transaction ” shall mean, directly or indirectly, whether in a single transaction or a series of related transactions, any Acquisition, sales business combination, transfer or other disposition or any other corporate transaction involving the assets, intellectual property, securities or businesses of the Company (including, for the avoidance of doubt, its affiliates, subsidiaries, successors and assigns) or potential target company, whether by way of a merger or consolidation, license, divestiture, reorganization, recapitalization or restructuring, issuance of indebtedness, tender or exchange offer, negotiated purchase, leveraged buyout, minority investment or partnership, joint venture, collaborative venture or otherwise with any party. Notwithstanding the above, “ Strategic Transaction ” does not include any transaction identified or sourced internally by the Company or the Board and entered into in the Company’s ordinary course of business (e.g., a license agreement or distribution agreement), unless the Board and Service Provider mutually agree in writing to include such transaction as a Strategic Transaction.

(d) “ Transaction Value ” (A) for purposes of a Strategic Transaction, shall mean the total proceeds and other consideration payable to or by the Company, or contributed into any collaboration between the Company and a counter-party to a Strategic Transaction (which consideration shall be deemed to include amounts in escrow upon release by the Company), including without limitation: (i) cash, securities and/or other property paid to or by the Company in connection with the Strategic Transaction, (ii) any debt, preferred stock, guarantees or related instruments or other liabilities incurred, acquired, refinanced or repaid to or by the Company in connection with the Strategic Transaction; (iii) payments made in installments to or by the Company in connection with the Strategic Transaction; (iv) amounts paid to or by the Company under consulting agreements (excluding agreements not to compete) or similar arrangements entered into at the time of and in connection with the Strategic Transaction that carry monetary value and proceeds paid to or by the Company; (v) contingent payments made to or by the Company in connection with the Strategic Transaction; (vi) in the event that a merger/reverse merger occurs, the Transaction Value is based upon the post-merger, pre-financing valuation of the Company, and (B) for purposes of a Financing Transaction, shall mean the gross proceeds received by the Company from the sale of Securities. The parties agree that purchase price adjustments which relate to surplus over or shortfall under the target working level as agreed with the relevant Strategic Transaction counterparty, or other similar purchase price adjustments, will have no effect on, and shall not be included in, the calculation of Transaction Value.

6. ACTIVITIES CONDUCTED BY MIDDLEBURY SECURITIES.

Middlebury shall perform all services to be rendered hereunder that are required to be performed by a FINRA registered securities broker dealer. Middlebury will actively supervise the performance of all regulated work completed as part of the services or any proposed Financing Transaction, and review and retain all documents and work product associated with the Services or any proposed Financing Transaction hereunder. The Company agrees that EVP may assign all or any part of its rights and obligations under this Agreement to Middlebury, if EVP determines that such assignment is necessary or desirable to comply with any applicable securities laws and regulations or the rules and policies of any self regulatory organization, including FINRA. EVP may designate another broker-dealer registered with the Securities and Exchange Commission in accordance with Section 15 of the Exchange Act, to succeed to Middlebury’s rights and obligations under this Agreement at any time. Effective as of the date of such designation, such broker-deale r shall succeed to Middlebury’s rights and obligations under this Agreement and Middlebury will no longer be a party to this Agreement, provided however that Middlebury Securities’ will continue to be entitled to the benefits of Section 4(b) of this Agreement after the date of such designation.

7. MISCELLANEOUS.

(a) Amendment; Waiver; Assignment . This Agreement contains the entire understanding between the parties with respect to its subject matter. Neither this Agreement nor any provision contained in this Agreement may be amended, terminated, extended, varied, modified, supplemented, or otherwise changed except by written agreement signed by each party. Heading are inserted for reference only and shall not in any way define or affect the meaning, construction or scope of any of the provisions of this Agreement. A waiver by a party of any right or provision under this Agreement must be in writing and shall not operate or be construed as a waiver of such right or provision at any other time. Other than as set forth in Section 6 above, this Agreement shall not be assigned unless by written agreement among the parties.

(b) Governing Law . This Agreement is entered into under the laws of the State of New York and shall be governed by the laws of such state (without giving effect to its conflicts of law principles). Any lawsuit or legal action or proceeding relating to this Agreement shall be brought in one of the state or federal courts sitting in the City and State of New York, and the parties submit to the jurisdiction of such courts for that purpose and hereby irrevocably waive all rights to a trial by jury in any such action or proceeding. If any provision of this Agreement is found to be invalid or unenforceable, the parties agrees that any such provision may be altered or modified in a manner so as to protect the parties legitimate business interests and that such finding shall not affect the validity or enforcement of the other provisions of this Agreement. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute a single agreement. Each party represents and warrants to the other party that it has had a full opportunity to seek legal advice and representation by an independent counsel of its own choosing in connection with this Agreement and such party has either done so or, in its business judgment, declined to do so.

If the terms of our engagement as set forth in this Agreement are satisfactory to you, kindly countersign and date the enclosed copy of this Agreement and return it to us. This Agreement shall be effective and binding as of the date of your countersignature below.

	Very truly yours, Evolution Venture Partners LLC

	By:	/s/ John Andreadis
		John Andreadis
		Managing Partner

	Middlebury Securities, LLC

	By:	/s/ Craig Sherman
		Name: Craig Sherman
		Title: Chief Compliance Officer

ACCEPTED AND AGREED TO

as of the date first set forth above:

Wound Management Technologies, Inc.

By: /s/ Deborah J. Hutchinson

Printed: Deborah J Hutchinson

Title: President

EXHIBIT A

Form of Warrant to Purchase Shares of Common Stock

[See attached document]

Texas	000-11808	59-2219994
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

16633 Dallas Parkway, Suite 250 Addison, Texas	75001
(Address of principal executive offices)	(zip code)
Registrant’s telephone number, including area code: (972) 218-0935

Exhibit No.	Description
4.1	Warrant to Purchase Shares of Common Stock
10.1	Letter Agreement dated April 26, 2016 by and between the Company, Evolution Venture Partners, LLC and Middlebury Securities, LLC


		Wound Management Technologies, Inc.
Date: May 2, 2016
		/s/ Darren Stine, Chief Financial Officer
		By: Darren Stine
		Title: Chief Financial Officer