8-K - ONMD - Equibles

UNITED

STATES SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 17, 2025

ONEMEDNET

CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-40386	86-2076743
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)

6385Old Shady Oak Road, Suite 250

EdenPrairie, MN 55344

(Address of Principal Executive Offices) (Zip Code)

Registrant’s

telephone number, including area code: 800-918-7189

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written<br> communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencements<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common<br> Stock, $0.0001 par value per share	ONMD	The<br> Nasdaq Stock Market LLC
Redeemable<br> Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share	ONMDW	The<br> Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.	Entry into a Material Definitive Agreement.

PrivatePlacement Investments

On June 19, 2025, OneMedNet Corporation (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an accredited investor (the “Investor”) for the issuance and sale in a private placement (the “Private Placement”) of (i) 3,390,923 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and (ii) pre-funded warrants to acquire 2,561,457 additional shares of Common Stock (the “Pre-Funded Warrants”), in each case, at a purchase price of $0.42 per share. The Private Placement closed on June 19, 2025 and the Pre-Funded Warrants are exercisable immediately at a price of $0.0001 per share. The gross proceeds to the Company from the Private Placement was approximately $2.5 million. The Company intends to use the net proceeds received from the Private Placement for general corporate purposes and working capital.

In connection with the Private Placement, the Investor entered into a voting agreement (the “Voting Agreement”) pursuant to which the Investor agreed, among other things, to vote in accordance with the recommendations of the board of directors of the Company (the “Board”) with respect to proposals submitted to the stockholders of the Company, including in favor of all directors recommended for election to the Board. In addition, the Company agreed to register the resale of the shares of Common Stock issued in the Private Placement along with the shares of Common Stock underlying the Pre-Funded Warrants on an amendment to its most recent registration statement on Form S-1, which registration statement has not yet been declared effective by the U.S. Securities and Exchange Commission (the “SEC”). The Securities Purchase Agreement contains customary representations and warranties, agreements and obligations.

The shares of Common Stock and the Pre-Funded Warrants were issued, and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants will be issued, in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder.

The foregoing descriptions of the Securities Purchase Agreement, the Pre-Funded Warrants and the Voting Agreement do not purport to be complete and are qualified in their entirety by reference to Securities Purchase Agreement, the Pre-Funded Warrant and the Voting Agreement, which are attached hereto as Exhibits 10.1, 4.1, and 10.2, respectively, and incorporated herein by reference.

In separate transactions from the Private Placement, on June 20, 2025, the Company entered into subscription agreements with each of Dr. Thomas Kosasa, a director of the Company (the “Kosasa Investment”), and Dr. Jeffrey Yu, the Company’s chief medical officer and chairman (the “Yu Investment”). Pursuant to the Kosasa Investment, the Company agreed to issue and sell 1,190,476 shares of Common Stock at a purchase price of $0.42 per share (the same price as the Private Placement Investor), totaling $500,000 in gross proceeds to the Company. Pursuant to the Yu Investment, the Company agreed to issue and sell 1,666,666 shares of Common Stock at a purchase price of $0.42 per share (the same price as the Private Placement Investor), totaling $700,000 in gross proceeds to the Company. The shares of Common Stock issued in the Kosasa Investment and the Yu Investment were issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act, and/or Regulation D promulgated thereunder. The Company intends to use the net proceeds received from the Kosasa Investment and the Yu Investment for general corporate purposes and working capital.

The foregoing description of the terms of the Kosasa Investment and the Yu Investment does not purport to be complete and is qualified in its entirety by reference to the form of subscription agreement, which is attached hereto as Exhibit 10.3, and incorporated herein by reference.

LoanConversions

On June 19, 2025, the Company entered into agreements with Dr. Kosasa and Dr. Yu to convert an aggregate of approximately $3.3 million of outstanding principal and accrued interest under certain shareholder loan and business combination extension loans (collectively, the “Loan”) made by Dr. Kosasa and Dr. Yu to the Company into an aggregate of 4,693,299 shares of Common Stock (the “Loan Conversions”). The Loans were converted at a conversion price of $0.71 per share. Pursuant to Loan Conversions, (i) Dr. Kosasa converted Loans with aggregate principal and accrued interest of approximately $2.0 million for 2,865,016 shares of Common Stock, and (ii) Dr. Yu converted Loans with aggregate principal and accrued interest of approximately $1.3 million for 1,828,280 shares of Common Stock. The shares of Common Stock issued under the Loan Conversions were issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act.

The foregoing description of the terms of the Loan Conversions does not purport to be complete and is qualified in its entirety by reference to the form of letter agreement, which is attached hereto as Exhibit 10.4, and incorporated herein by reference.

Pursuant to the applicable agreements for the Kosasa Investment, the Yu Investment and the Loan Conversions, the Company agreed to register the resale of the shares of Common Stock issued in such transactions on an amendment to its most recent registration statement on Form S-1, which registration statement has not yet been declared effective by the SEC.

Item 3.02.	Unregistered Sales of Equity Securities.

The disclosures in Item 1.01 of this Current Report on Form 8-K are incorporated by reference into this Item 3.02.

Item 8.01.	Other Events.

In the second quarter of 2025, the Company negotiated and settled certain trade payables and other amounts owed by the Company representing an aggregate of approximately $4.34 million of current liabilities as reflected on the Company’s condensed consolidated balance sheets as of March 31, 2025, which amount includes the settlement of approximately $2.76 million of deferred underwriter fees payable to EF Hutton (the “Settlements”). These settled amounts will be reflected in the financial results for the quarter ended June 30, 2025.

On June 19, 2025, Dr. Kosasa delivered notice to the Company of his election to convert in full the amounts of outstanding principal under certain convertible shareholder loans (the “Kosasa Convertible Loans”) previously made by Dr. Kosasa to the Company, in an aggregate principal amount of approximately $1.6 million, converting into an aggregate of 2,123,424 shares of Common Stock (the “Kosasa Convertible Loan Conversions”). The Kosasa Convertible Loans were converted pursuant to their terms at a conversion price of $0.7535 per share. The shares of Common Stock delivered to Dr. Kosasa upon the Kosasa Convertible Loan Conversions were delivered in full satisfaction of amounts owed to Dr. Kosasa under the Kosasa Convertible Loans.

On June 17, 2025 and June 19, 2025, the holders of approximately $1.66 million of convertible loans to the Company issued in the PIPE Note transaction in October 2023 (the “PIPE Notes”) delivered notices to the Company of their respective elections to convert in full the amounts of outstanding amounts under the PIPE Notes (the “PIPE Notes Conversion”). Under the PIPE Notes Conversion, the Company will issue an aggregate of 1,453,174 shares of Common Stock in full satisfaction of the PIPE Notes. The PIPE Notes were converted pursuant to their terms at a conversion price of $1.14 per share.

On June 18, 2025, the Company and Yorkville (as defined below) agreed to the redemption for cash of the remaining $250,000 outstanding under the original $1,500,000 convertible promissory note previously issued to by the Company to YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP (“Yorkville”) under the Standby Equity Purchase Agreement originally entered into in June 2024.

As a results of the actions described herein, the Company settled or converted an aggregate of approximately $11.0 million of current liabilities of the Company, representing a 60.0% reduction in total liabilities outstanding as of March 31, 2025.

Item9.01.	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br><br> <br>Number	Description
4.1	Pre-Funded Warrant.
10.1	Form of Securities Purchase Agreement between the Company and the Investor.
10.2	Form of Voting Agreement between the Company and the Investor
10.3	Form of Subscription Agreement for the Kosasa Investment and the Yu Investment.
10.4	Form of Letter Agreement for the Loan Conversions.
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 24, 2025

ONEMEDNET CORPORATION
By:	/s/ Aaron Green
	Aaron<br> Green
	Chief<br> Executive Officer

Exhibit4.1

PRE-FUNDEDWARRANT

TOPURCHASE SHARES OF COMMON STOCK

ONEMEDNETCORPORATION

Warrant<br> Shares: [●]	Original<br> Issuance Date: June [●], 2025

THIS PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, [●] or his 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 the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from OneMedNet Corporation, a Delaware corporation (the “Company”), up to [●] shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section

Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated June 12, 2025, between the Company and the Holder.

Section 2. Exercise.

(a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (the “Notice of Exercise”). Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. Unless required by the Company’s transfer agent, no ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) business day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason ofthe provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares availablefor purchase hereunder at any given time may be less than the amount stated on the face hereof.

For the avoidance of doubt, at any time during which there is no effective registration statement for the issuance of the Warrant Shares to the Holder, but only if this Warrant is exercised for cash, the Company may settle the exercise of the Warrant with unregistered shares of Common Stock.

(b) Exercise Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.0001 per Warrant Share, was pre-funded to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the nominal exercise price of $0.0001 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstance or for any reason whatsoever, including in the event this Warrant shall not have been exercised prior to the Termination Date. The remaining unpaid exercise price per Warrant Share under this Warrant shall be $0.0001, subject to adjustment hereunder (the “Exercise Price”).

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(c) Cashless Exercise. Notwithstanding anything to the contrary set forth herein, this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A)<br> =	as<br> applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of<br> Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed<br> and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined<br> in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder,<br> either (x) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (y) the Bid Price of<br> the Common Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of<br> the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is delivered during “regular trading<br> hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of<br> “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable<br> Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered<br> pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;
(B)<br> =	the<br> Exercise Price, as adjusted hereunder; and
---	---
(X)<br> =	the<br> number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such<br> exercise were by means of a cash exercise rather than a cashless exercise.
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If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to take any position contrary to this Section 2(c).

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

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

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Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

(d) Mechanics of Exercise.

(i) Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted to the Holder by The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to, or resale of the Warrant Shares by, the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of the Warrant Shares, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company, and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, at the Holder’s election either (A) in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until the earlier of such Warrant Shares being delivered or Holder rescinds such exercise or (B) the amount pursuant to a Buy-In pursuant to Section 2(d)(iv) hereof. The Company agrees to maintain a registrar (which may be the Transfer Agent) that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

(ii) Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

(iii) Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

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(iv) Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Warrants for shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

(v) 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 the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share of Common Stock.

(vi) Charges, Taxes and Expenses. The issuance and delivery of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit B duly executed by the 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. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

(vii) Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

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(e) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder’s Affiliates, (ii) any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates, and (iii) any other Persons whose beneficial ownership of shares of Common Stock would or could be aggregated with the Holder’s for the purposes of Section 13(d) (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Warrant Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of the Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number of outstanding shares of Common Stock that was provided by the Company. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission (the “Commission”), as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of the Warrant Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. If the Warrant is unexercisable solely as a result of the Holder’s Beneficial Ownership Limitation, no alternate consideration is owing to the Holder.

Section 3. Certain Adjustments.

(a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any Warrant Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant remains unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.

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(b) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

(c) Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

(d) Fundamental Transaction. Upon the occurrence of any Fundamental Transaction (defined below), the Successor Entity shall succeed to, and be substituted for the Company (so that from and after the date of such Fundamental Transaction, each and every provision of this Warrant referring to the “Company” shall instead refer to the Successor Entity), and the Successor Entity may exercise every prior right and power of the Company and shall assume all prior obligations of the Company under this Warrant with the same effect as if the Successor Entity had been named as the Company in this Warrant and the adjustments in the following sentence had occurred. On or prior to the consummation of each Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that (and Holder agrees that) there shall be issued upon exercise of this Warrant at any time after the consummation of the Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property purchasable upon the exercise of this Warrant prior to such Fundamental Transaction), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights), which for purposes of clarification may continue to be shares of Common Stock, if any, that the Holder would have been entitled to receive upon the happening of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction, had this Warrant been exercised immediately prior to such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction (without regard to any limitations on the exercise of this Warrant), as adjusted in accordance with the provisions of this Warrant. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.

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Fundamental Transaction means (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination).

(e) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share of Common Stock, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

(f) Notice to Holder.

(i) Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

(ii) Notice to Allow Exercise by Holder. If, while the Warrant is outstanding, (A) the Company declares a dividend (or any other distribution in whatever form) on the shares of Common Stock, (B) the Company declares a cash dividend on, or a redemption of, the shares of Common Stock, (C) the Company authorizes the granting to all holders of the shares of Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company is required in connection with a Fundamental Transaction, or (E) the Company authorizes the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 10 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the shares of Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the shares of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

(g) Voluntary Adjustment By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during the term of this Warrant, subject to the prior written consent of the Holder, reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the board of directors of the Company.

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Section 4. Transfer of Warrant.

(a) Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto as Exhibit B, duly executed by the Holder or its agent or attorney 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

(b) 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 the Holder or its agent or attorney. Subject to compliance with Section 4(a), 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. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

(c) 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 the Holder, and for all other purposes, absent actual notice to the contrary.

Section 5. Miscellaneous.

(a) Currency. All dollar amounts referred to in this Warrant are in United States Dollars (“U.S. Dollars”). All amounts owing under this Warrant shall be paid in U.S. Dollars. All amounts denominated in other currencies shall be converted in the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Warrant, the U.S. Dollar exchange rate as published in the Wall Street Journal (NY edition) on the relevant date of calculation.

(b) No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.

(c) 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 Warrant 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.

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(d) 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 not be a Trading Day, then such action may be taken or such right may be exercised on the next succeeding Trading Day.

(e) Authorized Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued shares of Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares underlying the Warrant upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued and delivered, as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares underlying this Warrant which may be issued and delivered upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any shares of Common Stock above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

(f) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement.

(g) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and if the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state, federal or foreign securities laws.

(h) Nonwaiver 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 the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the 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 the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

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(i) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

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

(k) Remedies. The 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 and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

(l) 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 and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

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

(n) 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.

(o) 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.

********************

(Signature Page Follows)

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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.

ONEMEDNET CORPORATION
By:
Name:	Aaron<br> Green
Title:	Chief<br> Executive Officer

EXHIBITA

NOTICEOF EXERCISE

TO: ONEMEDNET CORPORATION

(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicable box):

☐ in lawful money of the United States; or

☐ if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_____________________________

The Warrant Shares shall be delivered to the following DWAC Account Number:

_____________________________

[SIGNATURE OF HOLDER]

Name of Investing Entity: _____________________________

Signatureof Authorized Signatory of Investing Entity: _____________________________

Name of Authorized Signatory: _____________________________

Title of Authorized Signatory: _____________________________

Date: _____________________________

EXHIBITB

ASSIGNMENTFORM

(Toassign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchaseshares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:
	(Please<br> Print)
Address:
	(Please<br> Print)
Phone<br> Number:
Email<br> Address:
Dated:
Holder’s<br> Signature:
Holder’s<br> Address:

Exhibit10.1

SECURITIESPURCHASE AGREEMENT

This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of June [●], 2025, by and between ONEMEDNET CORPORATION, a corporation organized under the laws of the State of Delaware (the “Company”), and the investor identified on the signature page hereto (including its successors and assigns, the “Investor”).

BACKGROUND

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to the Investor, and the Investor desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW THEREFORE, in consideration of the foregoing recitals and the covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree as follows:

ArticleI.DEFINITIONS.

As used in this Agreement, the following terms shall have the following meanings specified or indicated below, and such meanings shall be equally applicable to the singular and plural forms of such defined terms:

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

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

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified.

“Agreement” has the meaning set forth in the preamble.

“BeneficialOwnership Limitation” has the meaning set forth in Section 2.1.

“Boardof Directors” means the board of directors of the Company.

“BusinessDay” means any day other than a Saturday, Sunday or any other day on which banks are permitted or required to be closed in New York City.

“Closing” means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

“ClosingDate” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Investor’s obligations to pay the Subscription Amount at the Closing and (ii) the Company’s obligations to deliver the Securities, in each case, at the Closing have been satisfied or waived, but in no event later than the second (2nd) Trading Day following the date hereof.

“CommonStock” means the common stock of the Company having a par value per share of $0.0001.

“CommonStock Equivalent” means any convertible security or warrant, option or other right to subscribe for or purchase any Common Stock or any convertible security convertible into Common Stock.

“Company” has the meaning set forth in the preamble.

“CompanyArticles and Bylaws” means the Third Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws governing the Company duly authorized under the DGCL.

“CoveredPersons” has the meaning set forth in Section 3.31.

“DGCL” means The Delaware General Corporation Law (Title 8, Chapter 1 of the Delaware Code).

“DisqualificationEvents” has the meaning set forth in Section 3.31.

“EquityInterests” means and includes the Common Stock and any Common Stock Equivalents.

“Investor” has the meaning set forth in the preamble.

“InvestorGroup” shall mean the Investor plus any other Person with which the Investor is considered to be part of a group under Section 13 of the 1934 Act or with which the Investor otherwise files reports under Sections 13 and/or 16 of the 1934 Act.

“InvestorParty” has the meaning set forth in Section 5.7(a).

“InvestorShares” means the shares of Common Stock and the Pre-Funded Warrant Shares, and any other shares issued or issuable to the Investor pursuant to this Agreement or the Pre-Funded Warrants.

“IPRights” has the meaning set forth in Section 3.10.

“Law” means any law, rule, regulation, order, judgment or decree, including, without limitation, any federal and state securities laws.

“Losses” has the meaning set forth in Section 5.7(a).

“MaterialAdverse Effect” means any material adverse effect on (i) the businesses, properties, assets, prospects, operations, results of operations or financial condition of the Company, or the Company and its Subsidiaries, taken as a whole, or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement or to perform its obligations hereunder; provided, however, that none of the following shall be deemed either alone or in combination to constitute, and none of the following shall be taken into account in determining whether there has been or would be, a Material Adverse Effect: (a) any adverse effect resulting from or arising out of general economic conditions; (b) any adverse effect resulting from or arising out of general conditions in the industries in which the Company and the Subsidiaries operate; (c) any adverse effect resulting from any changes to applicable Law; or (d) any adverse effect resulting from or arising out of any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof; provided, further, that any event, occurrence, fact, condition or change referred to in clauses (a) through (d) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on the Company and/or the Subsidiaries compared to other participants in the industries in which the Company and the Subsidiaries operate.

“MoneyLaundering Laws” has the meaning set forth in Section 3.24.

“OFAC” has the meaning set forth in Section 3.22.

“PerPre-Funded Warrant Purchase Price” equals the Per Share Purchase Price less $0.0001 of the exercise price for each Pre-Funded Warrant Share.

“PerShare Purchase Price” equals $0.42.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Pre-FundedWarrants” means, collectively, the pre-funded warrants delivered to the Investor at Closing in accordance with Section 2.2(a) hereof, which Pre-Funded Warrants shall be exercisable immediately upon issuance and shall expire in accordance with the terms thereof, in substantially the form of Exhibit A attached hereto.

“Pre-FundedWarrant Shares” means the Common Stock issuable upon the full or any partial exercise of a Pre-Funded Warrant.

“SECDocuments” has the meaning set forth in Section 3.6.

“Rule144” has the meaning set forth in Section 4.6.

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

“SECDocuments” has the meaning set forth in Section 3.5(a).

“Securities” means the Investor Shares, the Warrants and the Pre-Funded Warrants.

“ShareholderApproval” means the approval of the holders of the requisite number of the outstanding Common Stock to ratify and approve all of the transactions contemplated by the Transaction Documents, including the issuance of all of Investor Shares (as such term is defined in each of such documents) issued and potentially issuable to the Investor thereunder, all as may be required by the applicable rules and regulations of the Trading Market (or any successor entity).

“Solicitor” has the meaning set forth in Section 3.31.

“SubscriptionAmount” means the aggregate amount to be paid for Common Stock and Pre-Funded Warrants purchased hereunder as specified below the Investor’s name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States dollars and in immediately available funds.

“Subsidiaries” and “Subsidiary” have the meaning set forth in Section 3.4(b).

“TradingDay” means a day on which the Common Stock is traded on a Trading Market.

“TradingMarket” means whichever of the New York Stock Exchange, NYSE American, or the Nasdaq Stock Market (including the Nasdaq Capital Market and the Nasdaq Global Market), on which the Common Stock is listed or quoted for trading on the date in question.

“TransactionDocuments” means this Agreement, the Transfer Agent Instruction Letter, the Voting Agreement, and any other documents or agreements executed or delivered in connection with the transactions contemplated hereunder.

“TransferAgent” means Continental Stock Transfer & Trust Co. having its offices at 1 State Street, 30th Floor, New York, NY 10004.

“TransferAgent Instruction Letter” means a letter of irrevocable instructions addressed by the Company to the Transfer Agent, acceptable to the Investor in its sole discretion.

“VWAP” means, for any date, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)).

ArticleII.PURCHASE AND SALE.

2.1. Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Investor agrees to purchase, the number of shares of Common Stock set forth under the heading “Subscription Amount” on the Investor’s signature page hereto, at the Per Share Purchase Price; provided, however, that, to the extent that the Investor determines, in its sole discretion, that the Investor (together with such Investor Group) would beneficially own in excess of the Beneficial Ownership Limitation, or as the Investor may otherwise choose, in lieu of purchasing shares of Common Stock, the Investor shall purchase Pre-Funded Warrants in lieu of shares of Common Stock in such manner to result in the full Subscription Amount being paid by the Investor to the Company. The “BeneficialOwnership Limitation” shall be 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of the Securities on the Closing Date.

The Investor’s Subscription Amount as set forth on the signature page hereto executed by the Investor shall be paid by wire transfer of immediately available funds to an account designated in writing by the Company. The Company shall deliver to the Investor (a) its respective shares of Common Stock by causing the Transfer Agent to credit the Investor book-entry shares pursuant to Transfer Agent Instruction Letter and (b) its Pre-Funded Warrants in certificate form executed electronically by the Company. The Company and the Investor shall deliver the other items set forth in Section 2.2 at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur remotely.

2.2. Deliveries.

(a)	On or prior to the Closing Date, the Company<br> shall deliver or cause to be delivered to the Investor the following:
(i)	this Agreement and the Voting Agreement, each<br> duly executed by the Company;
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(ii)	the Company’s wire instructions;
(iii)	a copy of the Transfer Agent Instruction Letter,<br> duly executed by the Company;
(iv)	a Pre-Funded Warrant registered<br> in the name of the Investor to purchase up to a number of shares of Common Stock equal to the portion of the Investor’s Subscription<br> Amount applicable to Pre-Funded Warrants; and;
(v)	a legal opinion of counsel<br> to the Company addressed to the Transfer Agent, in form reasonably acceptable to the Transfer Agent as necessary to cause the issuance<br> of the Investor Shares.
(b)	On or prior to the Closing Date, the Investor<br> shall deliver or cause to be delivered to the Company, the following:
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(i)	this Agreement and the Voting Agreement, each duly executed<br> by the Investor; and
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(ii)	the Investor’s Subscription Amount with respect<br> to the Securities purchased by the Investor.

2.3. Closing Conditions.

(a)	The<br> obligations of the Company hereunder in connection with the Closing are subject to the following<br> conditions being met:
(i)	the<br> accuracy in all material respects (or, to the extent representations or warranties are qualified<br> by materiality or Material Adverse Effect, in all respects) when made and on the Closing<br> Date of the representations and warranties of the Investor contained herein (unless as of<br> a specific date therein in which case they shall be accurate as of such date);
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(ii)	obligations,<br> covenants and agreements of the Investor required to be performed at or prior to the Closing<br> Date shall have been performed; and
(iii)	the<br> delivery by the Investor of the items set forth in Section 2.2(b) of this Agreement.
(b)	The<br> respective obligations of the Investor hereunder in connection with the Closing are subject<br> to the following conditions being met:
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(i)	the<br> accuracy in all material respects (or, to the extent representations or warranties are qualified<br> by materiality or Material Adverse Effect, in all respects) when made and on the Closing<br> Date of the representations and warranties of the Company contained herein (unless as of<br> a specific date therein in which case they shall be accurate as of such date);
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(ii)	all<br> obligations, covenants and agreements of the Company required to be performed at or prior<br> to the Closing Date shall have been performed;
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(iii)	the<br> delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(iv)	The<br> Company shall have obtained all necessary “blue sky” law permits and qualifications,<br> or have the availability of exemptions therefrom, required by any state for the offer and<br> sale of the Common Stock and issuance of the Pre-Funded Warrant Shares upon exercise of the<br> Pre-Funded Warrants.
(v)	there<br> shall have been no Material Adverse Effect with respect to the Company since the date hereof;<br> and
(vi)	from<br> the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended<br> by the SEC or any Trading Market, and, at any time prior to the Closing Date, trading in<br> securities generally as reported by Bloomberg L.P. shall not have been suspended or limited,<br> or minimum prices shall not have been established on securities whose trades are reported<br> by such service, or on any Trading Market, nor shall a banking moratorium have been declared<br> either by the United States or New York State authorities nor shall there have occurred after<br> the date of this Agreement any material outbreak or escalation of hostilities or other national<br> or international calamity of such magnitude in its effect on, or any material adverse change<br> in, any financial market which, in each case, in the reasonable judgment of the Investor,<br> makes it impracticable or inadvisable to purchase the Securities at the Closing.

ArticleIII.REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to the Investor and covenants with the Investor that, the following representations and warranties are true and correct as of the date hereof and as of each Closing Date:

3.1	Organization<br> and Qualification. The Company is a company duly incorporated and validly existing in<br> good standing under the Laws of the State of Delaware and has the requisite corporate power<br> and authority to own its properties and to carry on its business as now being conducted.<br> The Company is duly qualified to do business and is in good standing in every jurisdiction<br> in which the ownership of its property or the nature of the business conducted by it makes<br> such qualification necessary, except to the extent that the failure to be so qualified or<br> be in good standing would not have a Material Adverse Effect.
3.2	Authorization;<br> Enforcement; Compliance with Other Instruments. The Company has the requisite corporate<br> power and authority to execute the Transaction Documents, and if applicable, to issue and<br> sell the Investor Shares and Pre-Funded Warrants pursuant hereto, and to perform its obligations<br> under the Transaction Documents, including issuing the Investor Shares on the terms set forth<br> in this Agreement. The execution and delivery of the Transaction Documents by the Company,<br> and the issuance and sale of the Securities by the Company pursuant hereto have been duly<br> and validly authorized by the Company’s Board of Directors. No further consent or authorization<br> is required by the Company, the Company’s Board of Directors, the Company’s shareholders<br> or any other Person in connection therewith, except such as have been waived and other than<br> such filings as are required to be made under applicable Laws. Each Transaction Document<br> has been duly and validly executed and delivered by the Company and, upon due execution and<br> delivery by the Investor, constitutes the valid and binding obligation of the Company, enforceable<br> against the Company in accordance with its respective terms, except as such enforceability<br> may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,<br> moratorium, liquidation or similar Laws relating to, or affecting generally, the enforcement<br> of creditors’ rights and remedies.
3.3	No<br> Conflicts. The execution, delivery and performance of the Transaction Documents by the<br> Company and the issuance and sale of the Investor Shares and Pre-Funded Warrants hereunder<br> by the Company (1) do not (a) conflict with or result in a violation of the Company Articles<br> and Bylaws, (b) conflict with, or constitute a material default (or an event which, with<br> notice or lapse of time or both, would become a material default) under, or give to others<br> any right of termination, amendment, acceleration or cancellation of, any material agreement<br> to which the Company is a party, (c) violate in any material respect any Law or any rule<br> or regulation of the Trading Market applicable to the Company or by which any of its properties<br> or assets are bound or affected, (d) conflict with or result in the violation of any provision<br> of any judgment, arbitration ruling, decree or order to which the Company is a party or by<br> which it is bound, or (e) conflict with, or constitute a material default under, any bond,<br> debenture, note or other evidence of indebtedness, or any lease, contract, mortgage, indenture,<br> deed of trust, loan agreement, joint venture or other agreement, instrument or commitment<br> to which the Company is a party or by which its properties are bound or (2) result in the<br> creation or imposition of any lien, encumbrance, claim, security interest or restriction<br> whatsoever upon any of the properties or assets of the Company or any acceleration of indebtedness<br> pursuant to any obligation, agreement or condition contained in any bond, debenture, note<br> or any other evidence of indebtedness or any indenture, mortgage, deed of trust or any other<br> agreement or instrument to which the Company is a party or by which it is bound or to which<br> any of the property or assets of the Company is subject. Assuming the accuracy of the Investor’s<br> representations in Section 4 and subject to the making of the filings referred to<br> in this Agreement, (i) no consent, approval or authorization will be required from any governmental<br> authority or agency, regulatory or self-regulatory agency or other third party (including<br> the Trading Market) in connection with the transactions contemplated by this Agreement, except<br> for notices required or permitted to be filed with certain state and federal securities commissions,<br> which notices will be filed on a timely basis, (ii) the issuance of the Pre-Funded Warrants,<br> and the issuance of the Pre-Funded Warrant Shares upon the exercise of the Pre-Funded Warrants,<br> will be exempt from the registration and qualification requirements under the 1933 Act and<br> all applicable state securities Laws.
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3.4	Capitalization<br> and Subsidiaries.
(a)	As<br> of the date hereof, the authorized capital stock of the Company consists of 101,000,000 shares, consisting of (i) 100,000,000 shares<br> of Common Stock and (i) 1,000,000 shares of preferred stock, par value share of $0.0001, of which no shares are issued and outstanding.<br> All issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable,<br> have been issued and sold in compliance with the registration requirements of federal and state securities Laws or the applicable<br> statutes of limitation have expired, and were not issued in violation of any preemptive rights or similar rights to subscribe for<br> or purchase securities. The Company has no class or series of capital stock outstanding other than its Common Stock.
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(b)	The<br> Investor Shares are duly authorized and will be validly issued, fully paid and non-assessable and free from all taxes, liens and<br> charges with respect to the issuance thereof. The Pre-Funded Warrant Shares are duly authorized and, when issued upon exercise of<br> a Pre-Funded Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes,<br> liens and charges with respect to the issuance thereof.
(c)	Other<br> than as disclosed in the SEC Documents or as provided in Schedule 3.4(c), no Common<br> Stock is subject to preemptive rights or any other similar rights or any liens or encumbrances<br> suffered or permitted by the Company. The Company Articles and Bylaws on file with the SEC<br> are true and correct copies of the Company Articles and Bylaws as in effect as of the date<br> hereof. The Company is not in violation of any provision of the Company Articles or Bylaws<br> nor is any Subsidiary in violation of its organization documents.
(d)	Each<br> direct and indirect subsidiary of the Company (each, a “Subsidiary” and<br> collectively, the “Subsidiaries”) is duly organized and validly existing<br> in good standing under the laws of its jurisdiction of formation, except to the extent that<br> the failure to be in good standing would not have a Material Adverse Effect, and has all<br> requisite power and authority to own its properties and to carry on its business as now being<br> conducted. The Company owns all of the Equity Interests of each Subsidiary. No Subsidiary<br> has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary<br> may at any time or under any circumstances be obligated to issue any shares of its capital<br> stock or other Equity Interests
(e)	Other<br> than as disclosed in the SEC Documents or as provided in Schedule 3.4(c), neither<br> the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which<br> it is obligated to register the sale of any securities under the 1933 Act. Other than as<br> provided in Schedule 3.4(c), there are no outstanding securities of the Company or<br> any of the Subsidiaries which contain any redemption or similar provisions, and there are<br> no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary<br> is or may become bound to redeem or purchase any security of the Company or any Subsidiary.<br> There are no outstanding securities or instruments containing anti-dilution or similar provisions<br> that will be triggered by the issuance of the Investor Shares or Pre-Funded Warrants. Neither<br> the Company nor any Subsidiary has any stock appreciation rights or “phantom stock”<br> plans or agreements or any similar plan or agreement
(f)	The<br> issuance and sale of any of the Securities do not obligate the Company to issue Common Stock<br> or other securities to any Person other than the Investor and do not result in the adjustment<br> of the exercise, conversion, exchange, or reset price of any outstanding securities.
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3.5	SEC<br> Documents; Financial Statements.
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(a)	As<br> of the date hereof, the Company has filed all reports, schedules, forms, statements and other<br> documents required to be filed by it with the SEC pursuant to the reporting requirements<br> of the 1934 Act since August 9, 2023 (all of the foregoing filed prior to the date hereof,<br> as they have been amended since the time of their filing, and all exhibits included therein<br> and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing dates, the SEC Documents complied in<br> all material respects with the requirements of the 1934 Act and the rules and regulations<br> of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents,<br> at the time they were filed with the SEC, contained any untrue statement of a material fact<br> or omitted to state a material fact required to be stated therein or necessary to make the<br> statements therein, in light of the circumstances under which they were made, not misleading,<br> except as would not have a Material Adverse Effect.
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(b)	As<br> of their respective dates, the financial statements of the Company included in the SEC Documents<br> complied as to form in all material respects with applicable accounting requirements and<br> the published rules and regulations of the SEC with respect thereto, except as disclosed<br> in the SEC Documents. Except as disclosed in the SEC Documents, such financial statements<br> have been prepared in accordance with generally accepted accounting principles consistently<br> applied, and audited by a firm that is a member of the Public Company Accounting Oversight<br> Board, during the periods involved (except as may be otherwise indicated in such financial<br> statements or the notes thereto, except in the case of pro forma statements or, in the case<br> of unaudited interim statements, except to the extent they may exclude footnotes or may be<br> condensed or summary statements) and fairly present in all material respects the consolidated<br> financial position of the Company as of the dates thereof and the consolidated results of<br> its operations and consolidated cash flows for the periods then ended (subject, in the case<br> of unaudited statements, to normal year-end audit adjustments).
(c)	Except<br> as disclosed in the SEC Documents, the Company and each of the Subsidiaries maintain a system<br> of internal accounting controls sufficient to provide reasonable assurance that (i) transactions<br> are executed in accordance with management’s general or specific authorizations, (ii)<br> transactions are recorded as necessary to permit preparation of financial statements in conformity<br> with US generally accepted accounting principles and to maintain asset accountability, (iii)<br> reasonable controls to safeguard assets are in place and (iv) the recorded accountability<br> for assets is compared with the existing assets at reasonable intervals and appropriate action<br> is taken with respect to any differences.
3.6	Litigation<br> and Regulatory Proceedings. Except as disclosed in the SEC Documents, there are no actions,<br> causes of action, suits, claims, proceedings, inquiries or investigations (collectively,<br> “Proceedings”) (i) before or by any court, public board, government agency,<br> self-regulatory organization or body pending or, to the knowledge of the executive officers<br> of the Company or any of the Subsidiaries, threatened against or affecting the Company or<br> any of the Subsidiaries, the Common Stock or any other class of issued and outstanding shares<br> of the Company, or any of the Company’s or the Subsidiaries’ officers or directors<br> in their capacities as such, which adversely affects or challenges the legality, validity<br> or enforceability of any of the Transaction Documents or the Securities or (ii) that would,<br> if there were an unfavorable decision, have or reasonably be expected to result in a Material<br> Adverse Effect.
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3.7	Offering.<br> Assuming the accuracy of the representations of the Investor in Article 4 of this<br> Agreement on the date hereof, on the Closing Date and solely as this Section 3.7 relates<br> to the issue and sale of the Pre-Funded Warrant Shares on the date(s) of exercise of the<br> Pre-Funded Warrants, the offer, issue and sale of the Securities and issuance of the Pre-Funded<br> Warrant Shares, upon exercise of the Pre-Funded Warrants (assuming no change in applicable<br> law prior to the date the Pre-Funded Warrant Shares are issued), are and will be exempt from<br> the registration and prospectus delivery requirements of the 1933 Act and have been or will<br> be registered or qualified (or are or will be exempt from registration and qualification)<br> under the registration, permit or qualification requirements of all applicable state securities<br> Laws. Neither the Company, nor any of its Affiliates, nor any person acting on its or their<br> behalf, has directly or indirectly made any offers or sales of any security or solicited<br> any offers to buy any security under circumstances that would require registration under<br> the 1933 Act of the issuance of the Securities to the Investor or the issuance of the Pre-Funded<br> Warrant Shares upon exercise of the Pre-Funded Warrants. Other than the SEC Documents, the<br> Company has not distributed and will not distribute prior to the Closing Date any offering<br> material in connection with the offering and sale of the Securities or Pre-Funded Warrant<br> Shares. The Company has not taken any action to sell, offer for sale or solicit offers to<br> buy any securities of the Company which would bring the offer, issuance or sale of the Securities<br> or the issuance of the Pre-Funded Warrant Shares upon exercise of the Pre-Funded Warrants<br> within the provisions of Section 5 of the 1933 Act, unless such offer, issuance or sale was<br> or shall be within the exemptions of Section 4 of the 1933 Act.
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3.8	No<br> Undisclosed Events, Liabilities or Developments. Except for the issuance of the Securities<br> contemplated by this Agreement, no event, development or circumstance has occurred or exists,<br> or to the knowledge of the executive officers of the Company is reasonably anticipated to<br> occur or exist that (a) would reasonably be anticipated to have a Material Adverse Effect<br> or (b) would be required to be disclosed by the Company under applicable securities Laws<br> and which has not been publicly announced.
3.9	Compliance<br> with Law. The Company and each of the Subsidiaries have conducted and are conducting<br> their respective businesses in compliance in all material respects with all applicable Laws.<br> Except as disclosed in the SEC Documents, the Company is not aware of any facts which could<br> reasonably be anticipated to lead to a delisting of the Common Stock by the Trading Market<br> in the future.
3.10	Employee<br> Relations. Neither the Company nor any Subsidiary is involved in any union labor dispute<br> nor, to the knowledge of the Company, is any such dispute threatened. Neither the Company<br> nor any Subsidiary is a party to any collective bargaining agreement or employs any member<br> of a union. No executive officer (as defined in Rule 501(f) of the 1933 Act) has notified<br> the Company that such officer intends to leave the Company’s employ or otherwise terminate<br> such officer’s employment with the Company. No executive officer of the Company, to<br> the knowledge of the Company, is in violation of any material term of any employment contract,<br> confidentiality, disclosure or proprietary information agreement, non-competition agreement,<br> or any other contract or agreement or any restrictive covenant, and to the knowledge of the<br> Company the continued employment of each such executive officer does not subject the Company<br> to any liability with respect to any of the foregoing matters.
3.11	Intellectual<br> Property Rights. To the Company’s knowledge, the Company and each Subsidiary owns<br> or possesses adequate rights or licenses to use all trademarks, trade names, service marks,<br> service mark registrations, service names, patents, patent rights, copyrights, inventions,<br> licenses, approvals, governmental authorizations, trade secrets and other intellectual property<br> rights (collectively, “IP Rights”) used in or reasonably necessary to<br> conduct their respective businesses as now conducted. None of the material IP Rights of the<br> Company or any of the Subsidiaries are expected to expire or terminate within three (3) years<br> from the date of this Agreement. Neither the Company nor any Subsidiary has received any<br> notice alleging that it is infringing, misappropriating or otherwise violating any IP Rights<br> of any other Person. No written notice of a claim has been received by, and no Proceeding<br> is pending against, the Company or any Subsidiary alleging that the Company or any Subsidiary<br> is infringing, misappropriating or otherwise violating the IP Rights of any other Person,<br> and, to the Company’s knowledge, no such claim or Proceeding is threatened, and the<br> Company is not aware of any facts or circumstances which might give rise to any such claim<br> or Proceeding. To the Company’s knowledge, neither the Company nor any Subsidiary is<br> making unauthorized use of any confidential information or trade secrets of any person. To<br> the Company’s knowledge, the activities of any of the employees on behalf of the Company<br> or of any Subsidiary do not violate any agreements or arrangements between such employees<br> and third parties are related to confidential information or trade secrets of third parties<br> or that restrict any such employee’s engagement in business activity of any nature.<br> The Company and the Subsidiaries have taken commercially reasonable security measures to<br> protect the secrecy, confidentiality and value of all of their material IP Rights. All licenses<br> or other agreements under which (i) the Company or any Subsidiary employs rights in intellectual<br> property, or (ii) the Company or any Subsidiary has granted rights to others in intellectual<br> property owned or licensed by the Company or any Subsidiary are in full force and effect,<br> and there is no default (and there exists no condition which, with the passage of time or<br> otherwise, would constitute a default by the Company or such Subsidiary) by the Company or<br> any Subsidiary with respect thereto.
3.12	Environmental<br> Laws. Except, in each case, as would not be reasonably anticipated to have a Material<br> Adverse Effect, the Company and the Subsidiaries (a) are in compliance with any and all applicable<br> Laws relating to pollution, the protection of human health and safety, the environment or<br> hazardous or toxic substances or wastes, pollutants or contaminants, (b) have received and<br> hold all permits, licenses or other approvals required of them under all such Laws to conduct<br> their respective businesses and (c) are in compliance with all terms and conditions of any<br> such permit, license or approval.
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3.13	Title<br> to Assets. The Company and the Subsidiaries have good and marketable title to all personal<br> property (other than IP Rights, which is addressed in Section 3.10) owned by them<br> which is material to their respective businesses, in each case free and clear of all liens,<br> encumbrances and defects that unreasonably interfere with the use of the property in the<br> ordinary course of business. Any real property and facilities held under lease by the Company<br> or any Subsidiary are held under valid, subsisting and enforceable leases with such exceptions<br> as are not material and do not interfere with the use made and proposed to be made of such<br> property and buildings by the Company and the Subsidiaries.
3.14	3.14<br> Insurance. The Company and each of the Subsidiaries are insured by insurers of recognized<br> financial responsibility against such losses and risks and in such amounts as management<br> of the Company reasonably believes to be prudent and customary in the businesses in which<br> the Company and the Subsidiaries are engaged. Neither the Company nor any of the Subsidiaries<br> has been refused any insurance coverage sought or applied for, and the Company has no reason<br> to believe that it will not be able to renew all existing insurance coverage as and when<br> such coverage expires or to obtain similar coverage from similar insurers.
3.15	Regulatory<br> Permits. The Company and the Subsidiaries have in full force and effect all certificates,<br> approvals, authorizations and permits from all regulatory authorities and agencies necessary<br> to own, lease or operate their respective properties and assets and conduct their respective<br> businesses, and neither the Company nor any Subsidiary has received any notice of Proceedings<br> relating to the revocation or modification of any such certificate, approval, authorization<br> or permit, except for such certificates, approvals, authorizations or permits with respect<br> to which the failure to hold would not reasonably be expected to have, individually or in<br> the aggregate, a Material Adverse Effect.
3.16	No<br> Materially Adverse Contracts, Etc. Neither the Company nor any of the Subsidiaries is<br> (a) subject to any charter, corporate or other legal restriction, or any judgment, decree<br> or order which in the judgment of the Company’s officers has or would reasonably be<br> expected in the future to have a Material Adverse Effect or (b) a party to any contract or<br> agreement which in the judgment of the Company’s management has or would reasonably<br> be anticipated to have a Material Adverse Effect.
3.17	Taxes.<br> The Company and the Subsidiaries each has made or filed, or caused to be made or filed, all<br> United States federal, and applicable state, local and non-U.S. tax returns, reports and<br> declarations required by any jurisdiction to which it is subject and has paid all taxes and<br> other governmental assessments and charges that are material in amount, required to be paid<br> by it, regardless of whether such amounts are shown or determined to be due on such returns,<br> reports and declarations, except those being contested in good faith by appropriate proceedings<br> and for which it has set aside on its books provision reasonably adequate for the payment<br> of all taxes for periods subsequent to the periods to which such returns, reports or declarations<br> apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority<br> of any jurisdiction, and, to the knowledge of the Company, there is no basis for any such<br> claim.
3.18	Investment<br> Company. The Company is not, and is not an “affiliated person” of, “promoter”<br> or “principal underwriter” for, an “investment company” within the<br> meaning of the Investment Company Act of 1940, as amended, and will not be deemed an “investment<br> company” as a result of the transactions contemplated by this Agreement.
3.19	Certain<br> Transactions. Except as disclosed in the SEC Documents, there are no contracts, transactions,<br> arrangements or understandings between the Company or any of its Subsidiaries, on the one<br> hand, and any director, officer or employee thereof on the other hand, that would be required<br> to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC in the Company’s<br> Form 10-K or proxy statement pertaining to an annual meeting of shareholders.
3.20	No<br> General Solicitation. Neither the Company, nor any of its Affiliates, nor any person<br> acting on its behalf, has engaged in any form of general solicitation or general advertising<br> (within the meaning of Regulation D under the 1933 Act) in connection with the offer or sale<br> of the Investor Shares or Pre-Funded Warrants pursuant to this Agreement.
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3.21	Acknowledgment<br> Regarding the Investor’s Purchase. The Company’s Board of Directors has approved<br> the execution of the Transaction Documents and the issuance and sale of the Investor Shares<br> and Pre-Funded Warrants, based on its own independent evaluation and determination that the<br> terms of the Transaction Documents are reasonable and fair to the Company and in the best<br> interests of the Company and its shareholders. The Company is entering into this Agreement<br> and is issuing and selling the Investor Shares and Pre-Funded Warrants voluntarily. The Company<br> has had independent legal counsel of its own choosing review the Transaction Documents and<br> advise the Company with respect thereto. The Company acknowledges and agrees that the Investor<br> is acting solely in the capacity of an arm’s length purchaser with respect to its Investor<br> Shares and Pre-Funded Warrants and the transactions contemplated hereby and that neither<br> the Investor nor any person affiliated with the Investor is acting as a financial advisor<br> to, or a fiduciary of, the Company (or in any similar capacity) with respect to execution<br> of the Transaction Documents or the issuance of the Investor Shares and Pre-Funded Warrants<br> or any other transaction contemplated hereby.
3.22	No<br> Brokers’, Finders’ or Other Advisory Fees or Commissions. No brokers, finders<br> or other similar advisory fees or commissions will be payable by the Company or any Subsidiary<br> or by any of their respective agents with respect to the issuance of the Investor Shares,<br> Warrants or the Pre-Funded Warrants or any of the other transactions contemplated by this<br> Agreement.
3.23	OFAC.<br> None of the Company nor any of the Subsidiaries nor, to the best knowledge of the Company,<br> any director, officer, agent, employee, affiliate or person acting on behalf of the Company<br> and/or any Subsidiary has been or is currently subject to any United States sanctions administered<br> by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”);<br> and the Company will not directly or indirectly use any proceeds received from any Investor,<br> or lend, contribute or otherwise make available such proceeds to its Subsidiaries or to any<br> affiliated entity, joint venture partner or other person or entity, to finance any investments<br> in, or make any payments to, any country or person currently subject to any of the sanctions<br> of the United States administered by OFAC.
3.24	No<br> Foreign Corrupt Practices. None of the Company, any of the Subsidiaries or to the Company’s<br> knowledge, any director, officer, agent, employee or other person acting on behalf of the<br> Company or any of the Subsidiaries has, directly or indirectly: (a) used any corporate funds<br> for any unlawful contribution, gift, entertainment or other unlawful expenses relating to<br> political activity; (b) made or authorized any contribution, payment or gift of funds or<br> property to any official, employee or agent of any governmental authority of any jurisdiction<br> except as otherwise permitted under applicable Law; (c) made any unlawful bribe, rebate,<br> payoff, influence payment, kickback or other unlawful payment to any foreign or domestic<br> government official or employee; or (d) made any contribution to any candidate for public<br> office, in either case, where either the payment or the purpose of such contribution, payment<br> or gift was, is, or would be prohibited under the Foreign Corrupt Practices Act or the rules<br> and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction<br> covering a similar subject matter applicable to the Company or its Subsidiaries and their<br> respective operations and the Company has instituted and maintained policies and procedures<br> designed to ensure, and which are reasonably expected to continue to ensure, continued compliance<br> with such legislation.
3.25	Anti-Money<br> Laundering. The operations of each of the Company and the Subsidiaries are and have been<br> conducted at all times in compliance with all applicable anti-money laundering laws, regulations,<br> rules and guidelines in its jurisdiction of incorporation and in each other jurisdiction<br> in which such entity, as the case may be, conducts business (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental<br> authority involving the Company or its Subsidiaries with respect to any of the Money Laundering<br> Laws is, to the best knowledge of the Company, pending, threatened or contemplated.
3.26	Disclosure<br> Controls and Internal Controls.
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(a)	The<br> Company has established and maintains disclosure controls and procedures (as such term is<br> defined in Rule 13a-15 under the 1934 Act), which (i) are designed to ensure that material<br> information relating to the Company is made known to their Company’s principal executive<br> officer and its principal financial officer by others within those entities particularly<br> during the periods in which the periodic reports required under the Exchange Act are being<br> prepared; and (ii) provide for the periodic evaluation of the effectiveness of such disclosure<br> controls and procedures as of the end of the period covered by the Company’s most recent<br> annual or quarterly report filed with the SEC. Except as disclosed in the SEC Documents,<br> the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15<br> under the 1934 Act) are effective in ensuring that information required to be disclosed by<br> the Company in the reports that it files or submits under the 1934 Act is recorded, processed,<br> summarized and reported, within the time periods specified in the rules and forms of the<br> SEC, including, without limitation, controls and procedures designed in to ensure that information<br> required to be disclosed by the Company in the reports that it files or submits under the<br> 1934 Act is accumulated and communicated to the Company’s management, including its<br> principal executive officer or officers and its principal financial officer or officers,<br> as appropriate, to allow timely decisions regarding required disclosure.
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(b)	The<br> Company maintains a system of internal accounting controls sufficient to provide reasonable<br> assurance that (i) transactions are executed in accordance with management’s general<br> or specific authorizations, (ii) transactions are recorded as necessary to permit preparation<br> of financial statements in conformity with generally accepted accounting principles and to<br> maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities<br> is permitted only in accordance with management’s general or specific authorization<br> and (iv) the recorded accountability for assets and liabilities is compared with the existing<br> assets and liabilities at reasonable intervals and appropriate action is taken with respect<br> to any difference. Except as disclosed in the SEC Documents, the Company is not aware of<br> (i) any significant deficiency in the design or operation of internal controls which could<br> adversely affect the Company’s or any of its subsidiary’s ability to record,<br> process, summarize and report financial data or any material weaknesses in internal controls;<br> or (ii) any fraud, whether or not material, that involves management or other employees who<br> have a significant role in the Company’s or any of its subsidiary’s internal<br> controls.
(c)	Except<br> as described in the SEC Documents, since the date of the most recent evaluation of such disclosure<br> controls and procedures, there have been no changes that have materially affected, or are<br> reasonably likely to materially affect, the Company’s or any of its subsidiary’s<br> internal control over financial reporting, including any corrective actions with regard to<br> significant deficiencies and material weaknesses
(d)	Except<br> as described in the SEC Documents, there are no material off-balance sheet arrangements (as<br> defined in Item 303 of Regulation S-K), or any other relationships with unconsolidated entities<br> (in which the Company or its control persons have an equity interest) that may have a material<br> current or future effect on the Company’s or any of its/subsidiary’s financial<br> condition, revenues or expenses, changes in financial condition, results of operations, liquidity,<br> capital expenditures or capital resources.
(e)	To<br> the knowledge of the Company, neither the board of directors nor the audit committee has<br> been informed, nor is any director of the Company aware, of (1) any significant deficiencies<br> in the design or operation of the Company’s internal controls which could adversely<br> affect the Company’s or any subsidiary’s ability to record, process, summarize<br> and report financial data or any material weakness in the Company’s or any subsidiary’s<br> internal controls; or (2) any fraud, whether or not material, that involves management or<br> other employees of the Company or any of its subsidiaries who have a significant role in<br> the Company’s or any subsidiary’s internal controls
3.27	No<br> Manipulation; Disclosure. The Company has not taken and will not take any action designed<br> to or that might reasonably be expected to cause or result in an unlawful manipulation of<br> the price of the Common Stock to facilitate the sale or resale of the Securities. The Company<br> confirms that neither it, nor to its knowledge, any other Person acting on its behalf has<br> provided any Investor or its agents or counsel with any information that the Company believes<br> constitutes material, non-public information. The Company understands and confirms that the<br> Investor will rely on the foregoing representations and covenants in effecting transactions<br> in securities of the Company.
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3.28	Available<br> Common Stock. As of the date hereof, the Company has capacity under the rules and regulations<br> of the Trading Market to issue the Investor Shares without obtaining Shareholder Approval.
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3.29	Sarbanes-Oxley<br> Act. The Company is in compliance with any and all applicable requirements of the Sarbanes-Oxley<br> Act of 2002 that are effective as of the date hereof, and any and all applicable rules and<br> regulations promulgated by the SEC thereunder that are effective as of the date hereof, except<br> where such noncompliance would not have, individually or in the aggregate, a Material Adverse<br> Effect.
3.30	No<br> “Bad Actor” Disqualification. The Company has exercised reasonable care,<br> in accordance with SEC rules and guidance, and has conducted a factual inquiry, the nature<br> and scope of which reflect reasonable care under the relevant facts and circumstances, to<br> determine whether any Covered Person (as defined below) is subject to any of the “bad<br> actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act<br> (“Disqualification Events”). To the Company’s knowledge, after conducting<br> such sufficiently diligent factual inquiries, no Covered Person is subject to a Disqualification<br> Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the<br> 1933 Act. The Company has complied, to the extent applicable, with any disclosure obligations<br> under Rule 506(e) under the 1933 Act. “Covered Persons” are those persons<br> specified in Rule 506(d)(1) under the 1933 Act, including the Company; any predecessor or<br> affiliate of the Company; any director, executive officer, other officer participating in<br> the offering, general partner or managing member of the Company; any beneficial owner of<br> 20% or more of the Company’s outstanding voting equity securities, calculated on the<br> basis of voting power; any promoter (as defined in Rule 405 under the 1933 Act) connected<br> with the Company in any capacity at the time of the sale of the Shares; and any person that<br> has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers<br> in connection with the sale of the Shares (a “Solicitor”), any general<br> partner or managing member of any Solicitor, and any director, executive officer or other<br> officer participating in the offering of any Solicitor or general partner or managing member<br> of any Solicitor.
3.31	Forward-Looking<br> Information. No forward-looking statement (within the meaning of Section 27A of the 1933<br> Act and Section 21E of the 1934 Act) made by the Company or any of its officers or directors<br> contained in the SEC Documents, or made available to the public generally since January 1,<br> 2025, has been made or reaffirmed without a reasonable basis or has been disclosed other<br> than in good faith.
3.32	No<br> Other Representations. Except for the representations and warranties set forth in this<br> Agreement and in the other Transaction Documents, the Company makes no other representations<br> or warranties to the Investor.

ArticleIV.REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.

The Investor represents and warrants to the Company as follows:

4.1	Organization<br> and Qualification. The Investor is an individual.
4.2	Authorization;<br> Enforcement; Compliance with Other Instruments. The Investor has the requisite power<br> and authority to enter into the Transaction Documents and to perform its obligations thereunder.<br> The Transaction Documents to which it is a party have been duly and validly executed and<br> delivered by the Investor and constitute valid and binding obligations of the Investor, enforceable<br> against the Investor in accordance with their terms, except as such enforceability may be<br> limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,<br> moratorium, liquidation or similar Laws relating to, or affecting generally, the enforcement<br> of creditors’ rights and remedies.
4.3	No<br> Conflicts. The execution, delivery and performance of the Transaction Documents to which<br> it is a party by the Investor will not (a) conflict with, or constitute a material default<br> (or an event which, with notice or lapse of time or both, would become a material default)<br> under, or give to others any rights of termination, amendment, acceleration or cancellation<br> of, any material agreement, contract, indenture mortgage, indebtedness or instrument to which<br> the Investor is a party, or (b) violate any Law applicable to the Investor or by which any<br> of the Investor’s properties or assets are bound or affected. No approval or authorization<br> will be required from any governmental authority or agency, regulatory or self-regulatory<br> agency or other third party in connection with the transactions contemplated by this Agreement.
4.4	Investment<br> Intent; Accredited Investor. The Investor is purchasing its Investor Shares and Pre-Funded<br> Warrants for its own account, for investment purposes, and not with a view towards distribution.<br> The Investor is an “accredited investor” as such term is defined in Rule 501(a)<br> of Regulation D of the 1933 Act. The Investor has, by reason of its business and financial<br> experience, such knowledge, sophistication and experience in financial and business matters<br> and in making investment decisions of this type that it is capable of (a) evaluating the<br> merits and risks of an investment in its Pre-Funded Warrants and the Investor Shares and<br> making an informed investment decision, (b) protecting its own interests and (c) bearing<br> the economic risk of such investment for an indefinite period of time.
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4.5	Acknowledgement<br> of Risk; Opportunity to Discuss. The Investor acknowledges that an investment in the<br> Company is speculative and subject to numerous risks, including those risks described in<br> the SEC Documents. The Investor has reviewed and understands the risks related to the Company<br> and its business as described in the SEC Documents. The Investor has received all materials<br> relating to the business, finance and operations of the Company and the Subsidiaries as it<br> has requested and has had an opportunity to discuss the business, management and financial<br> affairs of the Company and the Subsidiaries with the Company’s management. In making<br> its investment decision, the Investor has relied solely on its own due diligence performed<br> on the Company by its own representatives.
4.6	Restricted<br> Securities. The Investor understands that its Pre-Funded Warrants and the Investor Shares<br> are being offered in a transaction not involving any public offering within the meaning of<br> the 1933 Act and that the Investor Shares may not be registered under the 1933 Act except<br> as required pursuant to Section 5.2. The Investor understands that its Pre-Funded<br> Warrants and the Investor Shares may not be offered, resold, transferred, pledged or otherwise<br> disposed of by the Investor absent an effective registration statement under the 1933 Act,<br> except (i) to the Company or a Subsidiary thereof, (ii) to non-U.S. persons pursuant to offers<br> and sales that occur outside the United States within the meaning of Regulation S under the<br> 1933 Act or (iii) pursuant to an applicable exemption from the registration requirements<br> of the 1933 Act, and, in each of cases (ii) and (iii), in accordance with any applicable<br> securities laws of the states and other jurisdictions of the United States, and that any<br> book-entry position or certificates representing its Pre-Funded Warrants or Investor Shares<br> shall contain a notation or restrictive legend, as applicable, to such effect substantially<br> in the form attached hereto as Exhibit B, and as a result of these transfer restrictions,<br> the Investor may not be able to readily offer, resell, transfer, pledge or otherwise dispose<br> of its Pre-Funded Warrants or Investor Shares and may be required to bear the financial risk<br> of an investment in its Pre-Funded Warrants and Investor Shares for an indefinite period<br> of time.
4.7	No<br> Short Position. As of the date hereof, and as of the Closing Date, the Investor acknowledges<br> and agrees that it does not and will not (between the date hereof and the Closing Date) engage<br> in any short sale of the Company’s Common Stock or any other type of hedging transaction<br> involving the Company’s securities (including, without limitation, depositing shares<br> of the Company’s securities with a brokerage firm where such securities are made available<br> by the broker to other customers of the firm for purposes of hedging or short selling the<br> Company’s securities).
4.8	OFAC.<br> Neither the Investor nor, to the best knowledge of the Investor, any agent, employee, affiliate<br> or person acting on behalf of the Investor has been or is currently subject to any United<br> States sanctions administered by the OFAC.
4.9	No<br> Foreign Corrupt Practices. Neither the Investor, nor to the Investor’s knowledge,<br> any agent, employee or other person acting on behalf of the Investor has, directly or indirectly:<br> (a) made any unlawful contribution, gift, entertainment or other unlawful expenses relating<br> to political activity; (b) made or authorized any contribution, payment or gift of funds<br> or property to any official, employee or agent of any governmental authority of any jurisdiction<br> except as otherwise permitted under applicable Law; (c) made any unlawful bribe, rebate,<br> payoff, influence payment, kickback or other unlawful payment to any foreign or domestic<br> government official or employee; or (d) made any contribution to any candidate for public<br> office, in either case, where either the payment or the purpose of such contribution, payment<br> or gift was, is, or would be prohibited under the Foreign Corrupt Practices Act or the rules<br> and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction<br> covering a similar subject matter applicable to the Investor.
4.10	Anti-Money<br> Laundering. The Investor has complied at all times with all applicable Money Laundering<br> Laws and no action, suit or proceeding by or before any court or governmental authority involving<br> the Investor with respect to any of the Money Laundering Laws is, to the best knowledge of<br> the Investor, pending, threatened or contemplated.
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4.11	No<br> Other Representations. Except for the representations and warranties set forth in this<br> Agreement and in other Transaction Documents, the Investor makes no other representations<br> or warranties to the Company.

ArticleV.OTHER AGREEMENTS OF THE PARTIES.

5.1	Restrictions<br> on Transfer. The Investor Shares, when issued, will be restricted, and book-entry positions<br> or certificates relating to the same shall bear a restrictive legend unless sold pursuant<br> to an effective registration statement or available for resale pursuant to Rule 144 under<br> the 1933 Act.
5.2	Registration.<br> Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable,<br> but in no event later than 60 days after the Closing, prepare and file with the SEC an initial<br> Registration Statement on Form S-1 covering the resale by the Investor of the Investor Shares<br> and Pre-Funded Warrant Shares in accordance with applicable SEC rules, regulations and interpretations.<br> Notwithstanding anything to the contrary contained herein, in the event that the SEC requires<br> the Company to reduce the number of Investor Shares or Pre-Funded Warrant Shares to be included<br> in a Registration Statement in order to allow the Company to rely on Rule 415 with respect<br> to a Registration Statement, then the Company shall reduce the number of such shares to be<br> included in such Registration Statement (after consultation with the Investor as to the specific<br> Investor Shares or Pre-Funded Warrant Shares to be removed therefrom) to the maximum number<br> of securities as is permitted to be registered by the SEC in such Registration Statement.<br> In the event of any reduction in Investor Shares or Pre-Funded Warrant Shares pursuant to<br> this Section 5.2, the Company shall use commercially reasonable efforts to file one<br> or more new Registration Statements with the SEC in accordance until such time as all Investor<br> Shares and Pre-Funded Warrant Shares have been included in Registration Statements that have<br> been declared effective and the prospectuses contained therein are available for use by the<br> Investor.
5.3	Furnishing<br> of Information. As long as an Investor owns Securities, the Company covenants to use<br> its commercially reasonable efforts to timely file (or obtain extensions in respect thereof<br> and file within the applicable grace period) all reports required to be filed by the Company<br> after the date hereof pursuant to the 1934 Act.
5.4	Integration.<br> The Company shall not, and shall use its commercially reasonable efforts to ensure that no<br> Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise<br> negotiate in respect of any security (as defined in Section 2 of the 1933 Act) that will<br> be integrated with the offer or sale of the Securities in a manner that would require the<br> registration under the 1933 Act of the sale of the Securities to any Investor.
5.5	Available<br> Shares. The Company shall at all times keep authorized and available for issuance, free<br> of preemptive rights, the Pre-Funded Warrant Shares. If the Company determines at any time<br> that it does not have a sufficient number of authorized Common Stock for the exercise of<br> the Pre-Funded Warrants in full, the Company shall use all commercially reasonable efforts<br> to increase the number of authorized Common Stock by seeking approval from its shareholders<br> for the authorization of such additional shares.
5.6	Use<br> of Proceeds. The Company will use the proceeds from the transactions contemplated by<br> this Agreement or any other Transaction Document to fund its general corporate purposes.

5.6 Securities Laws Disclosure; Publicity. The Company shall, within one (1) Trading Day following the Closing Date, file a Form 8-K report or other public disclosure disclosing the material terms of the transactions contemplated hereby and including this Agreement as an exhibit thereto; provided, that the Company may not issue such press release or file such Form 8-K or other public disclosure without the prior written consent (including by electronic mail) of the Investor, which shall not be unreasonably withheld, conditioned or delayed. The Company shall not issue any press release nor otherwise make any such public statement regarding the Investor or the Transaction Documents without the prior written consent (including by electronic mail) of the Investor, except (i) if such disclosure is required by Law, in which case the Company shall (a) ensure that such disclosure is restricted and limited in content and scope to the maximum extent permitted by Law to meet the relevant disclosure requirement and (b) provide a copy of the proposed disclosure to the Investor for review a reasonable period of time prior to release and the Company shall incorporate the reasonable comments of the Investor or (ii) to the extent such press release or public statement contains only information previously disclosed in a press release or public statement previously approved in accordance with the foregoing clause (i). The Investor will promptly provide any information reasonably requested by the Company or any of its Affiliates for any regulatory application or filing made or to be made or approval sought in connection with the transactions contemplated by this Agreement (including filings with the SEC). Notwithstanding anything herein to the contrary, to comply with United States Treasury Regulations Section 1.6011-4(b)(3)(i), each of the Company and the Investor, and each employee, representative or other agent of the Company or the Investor, may disclose to any and all persons, without limitation of any kind, the U.S. federal and state income tax treatment, and the U.S. federal and state income tax structure, of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure insofar as such treatment and/or structure relates to a U.S. federal or state income tax strategy provided to such recipient.

5.7 Indemnification of the Investor.

(a)	The<br> Company will indemnify and hold the Investor, its partners, employees and agents and permitted successors and assigns (each, an “Investor Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses,<br> including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation<br> and defense (collectively, “Losses”) that the Investor Party may suffer or incur result of or relating to (i)<br> any material breach or inaccuracy of any representation, warranty, covenant or agreement made by the Company in any Transaction Document<br> or (ii) any action instituted against an Investor Party arising from any material omission to state any material fact necessary in<br> order to make the statements made in any SEC Document, in light of the circumstances under which they were made, not misleading,<br> except, in the case of clause (ii) above, to the extent, but only to the extent, that such misrepresentation or omission is based<br> upon information regarding the Investor furnished in writing to the Company by or on behalf of the Investor expressly for use therein<br> or the Investor has made any untrue statement of a material fact or omitted to state a material fact in such information or otherwise<br> violated the 1933 Act, 1934 Act or any state securities law or any rule or regulation thereunder.
(b)	If<br> any action shall be brought against any Investor Party in respect of which indemnity may<br> be sought pursuant to this Agreement, the Investor Party shall promptly notify the Company<br> in writing, and the Company shall have the right to assume the defense thereof with counsel<br> of its own choosing reasonably acceptable to the Investor Party. Any Investor Party shall<br> have the right to employ separate counsel in any such action and participate in the defense<br> thereof, but the fees and expenses of such counsel shall be at the expense of the Investor<br> Party except to the extent that (i) the employment thereof has been specifically authorized<br> by the Company in writing, (ii) the Company has failed after a reasonable period of time<br> to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable<br> opinion of counsel, a material conflict on any material issue between the position of the<br> Company and the position of the Investor Party, in which case the Company shall be responsible<br> for the reasonable fees and expenses of no more than one such separate counsel. The Company<br> will not be liable to any Investor Party under this Agreement (i) for any settlement by an<br> Investor Party effected without the Company’s prior written consent, which shall not<br> be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a<br> loss, claim, damage or liability is attributable to any Investor Party’s breach of<br> any of the representations, warranties, covenants or agreements made by the Investor Party<br> in this Agreement or in the other Transaction Documents.
(c)	In<br> addition to the indemnity contained herein, the Company will reimburse the Investor Party<br> for its reasonable out-of-pocket legal and other expenses (including the cost of any investigation,<br> preparation and travel in connection therewith) incurred in connection therewith, as such<br> expenses are incurred.
(d)	The<br> provisions of this Section 5.7 shall survive the termination or expiration of this<br> Agreement
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5.8. Investor Share Restrictions. So long as Investor or its Affiliates own any Securities, including any shares of Common Stock issued as a dividend on, or in connection with a recapitalization, reorganization, or split of the Securities, the Investor and its Affiliates will not directly or indirectly through any means engage in any short sales or similar hedging or derivative transactions involving the Company’s Common Stock or that may derive value from a decline in the price of the Common Stock; provided, for the avoidance of doubt, an Investor may pledge Securities as collateral for an indebtedness or other financing transaction. Until 120 days following the Closing, the Investor shall not, and shall cause its Affiliates not to, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Investor or any Affiliate or any person in privity with the Investor or any Affiliate), directly or indirectly, any Investor Shares, other than customary transfers to Affiliates that agree to be bound by this Section 5.8.

ArticleVI.TERMINATION

6.1 Events of Termination. This Agreement may be terminated:

(a)	by<br> the Company if any of the conditions set forth in Section 2.3(a) are not satisfied or waived<br> in writing prior to 7:00 pm New York time on the fifth Trading Day after the date of this<br> Agreement; or
(b)	by<br> the Investor if any of the conditions set forth in Section 2.3(b) are not satisfied<br> or waived in writing prior to 7:00 pm New York time on the fifth Trading Day after the date<br> of this Agreement

6.2 Effect of Termination.

(a)	Upon<br> termination of this Agreement, the Investor will not be required to fund any further amount<br> after the date of termination of the Agreement, provided that termination will not affect<br> any undischarged obligation under this Agreement, and any obligation of the Company to pay<br> or repay any amounts owing to the Investor hereunder and which have not been repaid at the<br> time of termination.
(b)	Nothing<br> in this Agreement will be deemed to release any party from any liability for any breach by<br> such party of the terms and provisions of this Agreement or to impair the right of any party<br> to compel specific performance by any other party of its obligations under this Agreement

ArticleVII.GENERAL PROVISIONS

7.1 Fees and Expenses. Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of the Transaction Documents.

7.2 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via email at the email address specified in this Section prior to 5:00 p.m. (New York time) on a Business Day, (b) the next Business Day after the date of transmission, if such notice or communication is delivered via email at the email address specified in this Section on a day that is not a Business Day or later than 5:00 p.m. (New York time) on any date and earlier than 11:59 p.m. (New York time) on such date, (c) the Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as follows:

If to the Company:

OneMedNet Corporation

6385 Old Shady Oak Rd Ste 250

Eden Prairie, MN 55344

Email: aaron.green@onemednet.com

Attention: Aaron Green

If to the Investor, such address set forth on the signature page hereto executed by the Investor; or such other address as may be designated in writing hereafter, in the same manner, by such Person.

7.3 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby.

7.4 Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without reference to principles of conflict of laws or choice of laws.

7.5 Jurisdiction and Venue. Any action, proceeding or claim arising out of, or relating in any way to this Agreement shall be brought and enforced in the New York Supreme Court, County of New York (Commercial Division), or in the United States District Court for the Southern District of New York. The Company and the Investor irrevocably submit to the jurisdiction of such courts, which jurisdiction shall be exclusive, and hereby waive any objection to such exclusive jurisdiction or that such courts represent an inconvenient forum. The prevailing party in any such action shall be entitled to recover its reasonable and documented attorneys’ fees and out-of-pocket expenses relating to such action or proceeding.

7.6 WAIVER OF RIGHT TO JURY TRIAL. THE COMPANY AND THE INVESTOR HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS.

7.7 Survival. The representations, warranties, agreements and covenants contained herein shall survive the Closing and the delivery of the Securities.

7.8 Entire Agreement. The Transaction Documents, together with the Exhibits and Schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

7.9 Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed by the Company and the Investor. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

7.10 Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement or any of the Transaction Documents.

7.11 Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the Company and the Investor and their respective successors and assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor. Subject to Section 5.1 of this Agreement, the Investor may assign any or all of its rights under this Agreement to any Person to whom the Investor assigns or transfers any Securities, provided such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions hereof that apply to the “Investor” and such transferee is an accredited investor.

7.12 Further Assurances. Each party hereto shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

7.13 Counterparts. This Agreement may be executed in identical counterparts, each of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other parties. Signature pages delivered by facsimile or e-mail shall have the same force and effect as an original signature.

7.14 Specific Performance. The Company acknowledges that monetary damages alone would not be adequate compensation to the Investor for a breach by the Company of this Agreement and the Investor may seek an injunction or an order for specific performance from a court of competent jurisdiction if (a) the Company fails to comply or threatens not to comply with this Agreement or (b) the Investor has reason to believe that the Company will not comply with this Agreement.

[Signature Page Follows]

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

COMPANY:
ONEMEDNET CORPORATION
By:
Name:	Aaron<br> Green
Title:	Chief<br> Executive Officer
☐	Notwithstanding<br> anything contained in this Agreement to the contrary, by checking this box (i) the obligations<br> of the Company to sell the securities set forth in this Agreement to be purchased under this<br> Agreement shall be unconditional and all conditions to Closing shall be disregarded, (ii)<br> the Closing shall occur on the Trading Day following the date of this Agreement and (iii)<br> any condition to Closing contemplated by this Agreement (but prior to being disregarded by<br> clause (i) above) that required delivery by the Investor or the above-signed of any agreement,<br> instrument, certificate or the like or purchase price (as applicable) shall no longer be<br> a condition and shall instead be an unconditional obligation of the Company or the Investor<br> (as applicable) to deliver such agreement, instrument, certificate or the like or purchase<br> price (as applicable) to such other party on the Closing Date.
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[SignaturePage to the Securities Purchase Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

INVESTOR:
By:
Name:	[●]

Email Address: [●]

Address for Notice to Investor:

[●]

Address for Delivery of Pre-Funded Warrant Shares to the Investor (if not same address for notice):

[●]

Subscription Amount: $2,499,999.60

Shares of Common Stock: 3,390,923 shares

Shares of Common Stock underlying the Pre-Funded Warrants: 2,561,457 shares

Beneficial Ownership Blocker: 9.99%

☐

Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date.

[InvestorSignature Page to the Securities Purchase Agreement]

EXHIBITAFORM OF PRE-FUNDED WARRANT

EXHIBITBFORM OF RESTRICTIVE LEGEND

Exhibit10.2

June [●], 2025

[●]

Address: [●]

Email: [●]

Re:	OneMedNet<br> Corporation

[●]:

This letter agreement is intended to memorialize the understandings and agreements that we have reached with you relating to, among other things, the Board of Directors (the “Board”) of OneMedNet Corporation, a Delaware corporation (the “Company”). For good and valuable consideration, including other agreements reached between the Company and you, we have reached the following agreements:

1. Until the this letter agreement terminates, you or your nominee will appear in person or by proxy at each Stockholder Meeting and will vote or cause to be voted (including in any action by written consent) all shares of the Common Stock beneficially owned, or deemed to be beneficially owned (as determined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended), and entitled to vote as of the applicable record date, by you: (i) in favor of any and all directors recommended by the Board for election to the Board, (ii) against the removal of any of the Company’s directors, unless at least a majority of the Board recommends that such director(s) be removed, and (iii) otherwise in accordance with the recommendations of at least a majority of the Board with respect to any other proposals submitted to the stockholders of the Company; provided, however, that this Section 1 shall automatically terminate if a majority of the Board becomes comprised of directors who are not serving on the Board as of the date of this letter agreement (the “Current Board”); provided, further, that any member of the Board whose election or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors comprising the Current Board shall be considered as though such individual were a member of the Current Board (including for purposes of applying this proviso), but excluding, for this purpose, any such individuals whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person or entity other than the Company.

2. The term of this letter agreement will commence on the date hereof and will terminate on the date that you and your Affiliates cease to beneficially own, or are deemed to beneficially own (as determined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) a number of shares of Subject Common Stock (assuming shares of Common Stock under pre-funded warrants are outstanding and held directly by you), plus any and all shares of Common Stock purchased within 180 days prior or after the sale of any Subject Common Stock, equal to or greater than 5.0% of the outstanding shares of Common Stock (based on the current outstanding number of such shares and subject to adjustment for stock splits, reclassification, combinations and similar adjustments).

3. Each party to this letter agreement will be entitled to specifically enforce the covenants and other agreements of the other party or parties contained herein and to obtain injunctive relief restraining the other party or parties from breaching or threatening to breach this letter agreement and will not be required to post a bond when seeking injunctive relief.

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4. Certain Defined Terms.

(a) “Stockholder Meeting” means each annual meeting or special meeting of stockholders of the Company and any meeting or action by written consent of the Company’s stockholders called or held in lieu thereof, and any adjournments, postponements, reschedulings and continuations thereof.

(b) “Securities Purchase Agreement” means that certain Securities Purchase Agreement, dated as of June 12, 2025, by and between the Company and you.

(c) “Subject Common Stock” means the Company’s common stock, par value $0.0001 per share (“Common Stock”), purchased by you, or purchasable by you under pre-funded warrants, under the Securities Purchase Agreement.

5. This letter agreement contains the entire agreement between the parties and supersedes all other prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof. No modifications of this letter agreement can be made except in writing signed by an authorized representative of each of the parties.

6. This letter agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Signatures to this letter agreement transmitted by electronic mail in “portable document format” (.pdf) or by other electronic means shall have the same effect as physical delivery of the paper document bearing the original signature.

7. If any provision of this letter agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this letter agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Any provision of this letter agreement held invalid or unenforceable only in part or degree shall remain in full force and effect to the extent not held invalid or unenforceable. The parties further agree to use their commercially reasonable best efforts to replace such invalid or unenforceable provision of this letter agreement with a valid and enforceable provision that will achieve, to the extent possible, the purposes of such invalid or unenforceable provision.

8. This letter agreement and all disputes or controversies out of or related to this letter agreement shall be deemed to be made under the laws of the State of Delaware and for all purposes shall be governed by, and construed in accordance with, the laws of such State applicable to contracts to be made and performed entirely within such State, without reference to conflicts of laws principles.

(Signature page follows.)

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If the foregoing accurately sets forth our agreements, please sign this letter agreement as indicated below.

Sincerely,
COMPANY:
ONEMEDNET CORPORATION
By:
Name:	Aaron Green
Title:	Chief Executive Officer

Address for Notices for the Company:

OneMedNet Corporation

Attn: Aaron Green

6385 Old Shady Oak Road, Suite 250

Eden Prairie, MN 55344

ACKNOWLEDGED AND AGREED:

INVESTOR:

By:
Name:	[●]

Address for Notices for Investor

[●]

Email: [●]

[SignaturePage to Voting Agreement]

Exhibit10.3

SUBSCRIPTION AGREEMENT

This Subscription Agreement (this “Agreement”) is made and entered as of June [●], 2025, by and between [●] (the “Purchaser”) and OneMedNet Corporation (the “Company”).

WHEREAS, Purchaser desires to make an additional investment in the Company to fund working capital and other general corporate purposes of the Company; and

WHEREAS, as the investment, Purchaser desires to subscribe for and purchase from the Company [●] shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company (“Common Stock”) for a purchase price per share equal to $0.42 per share, and the Company desires to issue and sell to Purchaser the Shares in consideration of the payment, by or on behalf of Purchaser to the Company, for the aggregate purchase price of $[●] (the “Purchase Price”).

NOW, THEREFORE, in consideration of the foregoing and the mutual and dependent covenants hereinafter set forth, the parties agree as follows:

1. Purchase and Sale. Subject to the terms and conditions of this Agreement, on the Closing Date, the Purchaser shall purchase from the Company, and the Company shall sell and issue to the Purchaser [●] shares of Common Stock for an aggregate Purchase Price of $[●].

2. Closing. The purchase and sale of the Share shall take place on the date hereof (the “Closing”). At the Closing, the Purchaser shall deliver to the Company the aggregate amount of cash for the Purchase Price by wire transfer of immediately available funds to an account designated by the Company. The books and records of the Company shall be adjusted to reflect the issuance of the Shares to the Purchaser.

3. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as of the date hereof as follows:

a. Organization and Standing. The Purchaser has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

b. Authority; Enforceability. The execution and delivery by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser, and this Agreement constitutes the legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms.

c. No Conflict. The execution and delivery by the Purchaser of this Agreement does not and the consummation by the Purchaser of the transactions contemplated hereby will not (with or without the giving of notice or the lapse of time or both) contravene, conflict with or result in a breach or violation of, or a default under, (i) any judgment, order, decree, statute, rule, regulation or other law applicable to the Purchaser or (ii) any contract, agreement or instrument by which the Purchaser is bound, including any investment restrictions or guidelines. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to the Purchaser in connection with the execution and delivery by the Purchaser of this Agreement or the consummation by the Purchaser of the transactions contemplated hereby.

d. Access to and Evaluation of Information Concerning the Company; General Solicitation. The Purchaser has:

(i) sufficient knowledge, sophistication and experience in business and financial matters and similar investments so as to be capable of evaluating the merits and risks of purchasing the Shares, including the risk that the Purchaser could lose the entire value of the Shares, and has so evaluated the merits and risks of such purchase;

(ii) become familiar with the business, financial condition and operations of the Company, has been given access to and an opportunity to examine such documents, materials and information concerning the Company as the Purchaser deems to be necessary or advisable in order to reach an informed decision as to an investment in the Company, to the extent that the Company possesses such information, has carefully reviewed and understands these materials and has had answered to the Purchaser’s full satisfaction any and all questions regarding such information; and

(iii) made such independent investigation of the Company, its management, and related matters as the Purchaser deems to be necessary or advisable in connection with the purchase of the Shares, and is able to bear the economic and financial risk of purchasing the Shares (including the risk that the Purchaser could lose the entire value of the Shares).

e. Accredited Investor; No Public Distribution Intent. The Purchaser is:

(i) an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”); and

(ii) purchasing the Shares for the Purchaser’s own benefit and account for investment only and not with a view to, or for resale in connection with, a public offering or distribution thereof, and will not sell, assign, transfer or otherwise dispose of any of the Shares, or any interest therein, in violation of the Securities Act or any applicable state securities law.

f. Non-reliance.

(i) The undersigned represents that it is not relying on (and will not at any time rely on) any communication (written or oral) of the Company, as investment advice or as a recommendation to purchase the Shares, it being understood that information and explanations related to the terms and conditions of the Shares and the other transaction documents that may have been presented by the Company at any time shall not be considered investment advice or a recommendation to purchase the Shares.

(ii) The undersigned confirms that the Company has not (A) given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Shares or (B) made any representation to the undersigned regarding the legality of an investment in the Shares under applicable legal investment or similar laws or regulations. In deciding to purchase the Shares, the undersigned is not relying on the advice or recommendations of the Company and the undersigned has made its own independent decision that the investment in the Shares is suitable and appropriate for the undersigned.

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(iii) Other than the representations and warranties of the Company set forth in Section 5, neither the Company nor any other Person makes any representation or warranty, expressed or implied, as to the accuracy or completeness of the information provided or to be provided to the Purchaser by or on behalf of the Company or related to the transactions contemplated hereby, and nothing contained in any documents provided or statements made by or on behalf of the Company to the Purchaser is, or shall be relied upon as, a promise or representation by the Company or any other Person that any such information is accurate or complete.

(iv) The undersigned specifically understands and agrees that no other Purchaser has made nor will make any representation or warranty with respect to the worthiness, terms, value or any other aspect of the Company, any Shares or the assets of the Company and it explicitly disclaims any warranty, express or implied, with respect to such matters. In addition, the undersigned specifically acknowledges, represents and warrants that (i) it is not relying on any other Purchaser for its own due diligence concerning, or evaluation of, the Company or any related transaction and (ii) that it is not relying on any other Purchaser with respect to tax and other economic considerations involved in an investment in the Company.

4. Acknowledgments and Agreements of the Purchaser. The Purchaser acknowledges and agrees as follows:

a. No Registration. Subject to Section 6, the Shares have not been registered under the Securities Act or the securities laws of any other jurisdiction and the offer and sale of the Shares are being made in reliance on one or more exemptions for private offerings under Section 4(a)(2) of the Securities Act and applicable securities laws.

b. Transfer Restrictions. Subject to Section 6, the Shares are subject to the restrictions on transfer under the Securities Act. Accordingly, no transfer of any of the Shares is permitted unless such transfer complies with the applicable provisions of the Securities Act. Purchaser acknowledges that the Share shall, as of the date hereof, be uncertificated. In the event that, at any time in the future, the Company shall elect to issue certificates evidencing the Shares, then, in addition, any certificate representing the Shares will bear a restrictive legend under the Securities Act.

5. Representations and Warranties of the Company. The Company represents and warrants to the Purchaser as of the date hereof as follows:

a. Organization and Standing. The Company is duly formed, validly existing and in good standing under the laws of the state of Delaware. The Company has all requisite power and authority to own, license and operate its properties, to carry on its business as now conducted and as proposed to be conducted and to execute and deliver this Agreement and to perform its obligations hereunder.

b. Authority. The execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and delivered by the Company, and this Agreement constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms.

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c. No Conflict. The execution and delivery by the Company of this Agreement does not and the consummation by the Company of the transactions contemplated hereby will not (with or without the giving of notice or the lapse of time or both), contravene, conflict with or result in a breach or violation of, or a default under, (i) the Company’s organizational documents, (ii) subject to the accuracy of the Purchaser’s representations and warranties in Section 3 of this Agreement, in any material respects, any judgment, order, decree, statute, rule, regulation or other law applicable to the Company or (iii) in any material respects, any material contract, agreement or instrument by which the Company is bound. No material consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to the Company in connection with the execution and delivery by the Company of this Agreement or the consummation by the Company of the transactions contemplated hereby, except such filings as have been made prior to the Closing, or such post-closing filings as may be required under the Securities Act and applicable state securities laws.

d. Validity of the Shares. Prior to the Closing, the Shares will have been duly authorized and, when issued and paid for in accordance with the terms of this Agreement, will be validly issued to the Purchaser free of any liens, claims or other encumbrances, except for restrictions on transfer provided for herein or under the Securities Act or other applicable securities laws.

6. Registration Rights. In connection with this Agreement, the Company agrees to use commercially reasonable efforts to register for resale the Shares issued pursuant to the Securities Act, by causing the Shares to be included for registration on the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”), Registration No. 333-276130 (the “Company S-1”), before the Company S-1 is declared effective by the SEC. The Company’s agreement set forth in the immediately preceding sentence shall be subject to limitation, restriction or modification to comply with any currently existing registration rights agreement entered into by the Company and any other financing instruments and facilities issued by or entered into by the Company.

7. Survival of Representations and Warranties and Acknowledgments and Agreements. All representations and warranties and acknowledgments and agreements contained herein or made in writing by any party in connection herewith shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, regardless of any investigation made by any party or on its behalf.

8. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8).

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| --- | | If to the Company: | OneMedNet Corporation | | --- | --- |

6385 Old Shady Oak Road, Suite 250

Eden Prairie, Minnesota 55344

Attn: Chief Executive Officer

If to Purchaser, at the addresses specified on the signature page hereto.

9. Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

10. Successor and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. However, neither this Agreement nor any of the rights of the parties hereunder may otherwise be transferred or assigned by any party hereto without the prior written consent of the other party. Any attempted transfer or assignment in violation of this Section 10 shall be void.

11. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

12. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

13. Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

14. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

15. Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by certified or registered mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

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16. Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

17. Counterparts. This Agreement may be executed and delivered in one or more counterparts (including by facsimile or any other form of electronic delivery (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or other transmission method)) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

18. No Strict Construction. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Subscription Agreement on the date first written above.

ONEMEDNET CORPORATION
By:
Name:	Aaron<br>Green
Title:	Chief Executive Officer
[●],<br><br><br><br><br><br><br><br>as Purchaser
By:
Name:	[NAME]
Title:	[TITLE]
[ADDRESS]
[PHONE]
[EMAIL ADDRESS]

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Exhibit10.4

June [●], 2025

Re:Conversion of Certain Outstanding Balances to OneMedNet Corp. Common Stock

Dear [●],

This letter agreement (this “Agreement”) sets forth the terms under which OneMedNet Corporation (the “Company”) offers to settle its debt owed to you through the issuance of and aggregate of [●] shares (“Shares”) of the Company’s common stock, par value $0.0001 per share, determined by dividing the outstanding amounts under the loans owed by the Company to you by the applicable conversion prices per share as set forth in this Agreement.

1.	Omnibus Conversion. You and the Company agree that the outstanding amounts under the loans you have made to the Company, pursuant to<br> the agreements set forth on Exhibit A (the “Specified Agreements”), including any and all fees,<br> accrued and unpaid interest, rights to reimbursement and other amounts owed, due or payable by the Company to you in connection with<br> the Specified Agreements (the “Outstanding Amounts”), shall be converted into Shares at the applicable conversion<br> prices per share as set forth in Exhibit A attached hereto and determined in accordance with the Specified Agreements,<br> as modified, amended or altered by this Agreement (such conversions, the “Conversions”). You acknowledge and agree<br> that the aggregate amount owed, due or payable by the Company to you in connection with the Conversions is $[●] (“Conversion Amount”) and that, upon execution of this Agreement, the Company’s obligations under the Specified Agreements with<br> respect to the Outstanding Amounts shall be deemed fully satisfied, and no further payments shall be due to you in respect of the<br> Outstanding Amounts for any reason of any kind whatsoever.
2.	Share Registration. In connection with your agreement to convert the Outstanding Amounts to Shares and agreeing to the release set<br> forth in this Agreement, the Company agrees to use commercially reasonable efforts to register for resale the Shares issued to you<br> pursuant to the Securities Act of 1933, as amended (the “Act”), by causing the Shares to be included for registration<br> on the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”),<br> Registration No. 333-276130 (the “Company S-1”), before the Company S-1 is declared effective by the SEC. The<br> Company’s agreement set forth in the immediately preceding sentence shall be subject to limitation, restriction or modification<br> to comply with any currently existing registration rights agreement entered into by the Company and any and all standby equity purchase<br> agreements, convertible notes and other financing instruments and facilities issued by or entered into by the Company.
3.	Satisfaction and Discharge. Your execution of this Agreement represents your acceptance of these terms and agreement that the issuance of<br> the Shares to you fully satisfies the Company’s obligations to you with respect to (i) the Outstanding Amounts under the Specified<br> Agreements, including all obligations to pay principal, interest, fees or any other amounts, and (ii) all other obligations under<br> those certain Specified Agreements, including with respect to any event occurring before, on or after the date of this Agreement.<br> Effective as of the date hereof, all Specified Agreements and all rights thereunder are hereby terminated and of no further force<br> and effect, except for any provisions thereof that expressly survive the termination of such Specified Agreements.

Omnibus Conversion. You and the Company agree that the outstanding amounts under the loans you have made to the Company, pursuant to the agreements set forth on Exhibit A (the “Specified Agreements”), including any and all fees, accrued and unpaid interest, rights to reimbursement and other amounts owed, due or payable by the Company to you in connection with the Specified Agreements (the “Outstanding Amounts”), shall be converted into Shares at the applicable conversion prices per share as set forth in Exhibit A attached hereto and determined in accordance with the Specified Agreements, as modified, amended or altered by this Agreement (such conversions, the “Conversions”). You acknowledge and agree that the aggregate amount owed, due or payable by the Company to you in connection with the Conversions is $[●] (“Conversion Amount”) and that, upon execution of this Agreement, the Company’s obligations under the Specified Agreements with respect to the Outstanding Amounts shall be deemed fully satisfied, and no further payments shall be due to you in respect of the Outstanding Amounts for any reason of any kind whatsoever.

Share Registration. In connection with your agreement to convert the Outstanding Amounts to Shares and agreeing to the release set forth in this Agreement, the Company agrees to use commercially reasonable efforts to register for resale the Shares issued to you pursuant to the Securities Act of 1933, as amended (the “Act”), by causing the Shares to be included for registration on the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”), Registration No. 333-276130 (the “Company S-1”), before the Company S-1 is declared effective by the SEC. The Company’s agreement set forth in the immediately preceding sentence shall be subject to limitation, restriction or modification to comply with any currently existing registration rights agreement entered into by the Company and any and all standby equity purchase agreements, convertible notes and other financing instruments and facilities issued by or entered into by the Company.

Satisfaction and Discharge. Your execution of this Agreement represents your acceptance of these terms and agreement that the issuance of the Shares to you fully satisfies the Company’s obligations to you with respect to (i) the Outstanding Amounts under the Specified Agreements, including all obligations to pay principal, interest, fees or any other amounts, and (ii) all other obligations under those certain Specified Agreements, including with respect to any event occurring before, on or after the date of this Agreement. Effective as of the date hereof, all Specified Agreements and all rights thereunder are hereby terminated and of no further force and effect, except for any provisions thereof that expressly survive the termination of such Specified Agreements.

4.	Representations and Warranties. You represent and warrant the following:
a.	You<br> are the only party to whom the Outstanding Amounts are owed. The Conversion Amount specified above accurately reflects the outstanding<br> amounts of principal, interest, fees, rights to reimbursement and other obligations (including as to payment) under all loans and<br> extensions of credit made by you to the Company under the Specified Agreements. The Specified Agreements constitute all of the agreements,<br> documentation, instruments and other arrangements between you and the Company with respect to the Outstanding Amounts. Your right,<br> title and interest in the Outstanding Amounts are free and clear of any security interests, liens, claims, pledges, options, rights<br> of first refusal, co-sale rights, agreements, charges and other encumbrances of any nature other than restrictions on transfer imposed<br> by applicable securities laws.
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b.	You<br> acknowledge that the Shares are not registered under the Act or any other applicable securities or “blue-sky” laws, and<br> that the Shares may not be transferred or sold except pursuant to the registration provisions of the Act or pursuant to an applicable<br> exemption therefrom and pursuant to any other applicable securities or “blue-sky” laws. You must hold the Shares indefinitely,<br> unless they are subsequently registered under the Act and applicable state securities laws or you obtain an opinion of counsel, in<br> form and substance satisfactory to the Company, that such registration is not required.
c.	You<br> are acquiring the Shares for your own account, and not as nominee or agent, for investment purposes only and not with a view to,<br> or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Act, in a manner which would require<br> registration under the Act or any state securities laws.
d.	You<br> are an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Act.
e.	You<br> have not received any general solicitation or general advertising concerning the Shares.
f.	You<br> have been furnished with, and have had access to, such information as you consider necessary or appropriate for deciding whether<br> to invest in the Shares, including the Company’s annual and quarterly reports on Forms 10-K and 10-Q filed with the SEC, the<br> current draft of the Company S-1 and the other reports and information filed by the Company with the SEC. You have had an opportunity<br> to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Shares.

g.	You<br> are aware that your investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of<br> complete loss. You are able, without impairing your financial condition, to hold the Shares for an indefinite period and to suffer<br> a complete loss of your investment in the Shares.
h.	Neither<br> the Company nor its counsel or its other advisors have provided any consultation or advice to you regarding this Agreement or its<br> consequences, including those related to the amounts outstanding, possible economic outcomes or any tax consequences.
5.	Release and Indemnification.
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a.	In<br> consideration of the issuance of the Shares, you, on behalf of yourself and your affiliates, successors, and assigns, hereby fully<br> and forever release, acquit, and discharge the Company, its affiliates, subsidiaries, officers, directors, employees, agents, successors,<br> and assigns from any and all claims, liabilities, causes of action, suits, demands, costs, or expenses, whether known or unknown,<br> arising from or relating to the Specified Agreement or the Outstanding Amounts, including, without limitation, any rights to payment,<br> interest, penalties, reimbursement or other obligations arising therefrom.
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b.	You<br> agree to indemnify, defend, and hold harmless the Company, its affiliates, subsidiaries, officers, directors, employees, agents,<br> successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable<br> attorneys’ fees) arising out of or relating to (i) any breach of your representations, warranties, or obligations under this<br> Agreement, (ii) any claims asserted by third parties based on your actions or omissions in connection with the Specified Agreements<br> or the conversion of the Outstanding Amounts into Shares and (iii) any claims, damages, or liabilities arising from material misstatements<br> or omissions in a registration statement in which your Shares are included, except to the extent such claims arise from information<br> provided by you for inclusion in the registration.

[Signaturesto follow]

The Company trusts the foregoing terms and covenants are acceptable to you. Please acknowledge your acceptance of these settlement terms by signing this Agreement and returning it to the Company.

Sincerely,
Aaron<br>Green, Chief Executive Officer
Acknowledged and agreed to by:
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Dated

EXHIBITA

Conversion of Loans