Nuo Therapeutics Inc

On* August 9, 2024,the Company entered into Change in Control Agreements withfour* employees, including executive officers David Jorden and Peter Clausen.

The Change in Control Agreements were approved on* August 8, 2024*by the Compensation, Nominating and Governance Committee of the Board of Directors of the Company to provide additional financial incentive to the employees to maximize stockholder value in connection with any future change in control transaction.

Management and the Board of Directors of the Company arenot aware of any currently pending offer to effectuate a change in control of the Company.

Pursuant to the Change in Control Agreements, upon a change in control by which any person or group of persons becomes beneficial owner of at least80% of the then outstanding voting securities of the Company or a sale of all or substantially all the assets of the Company, the employees will receive lump sum cash payments in the aggregate of up to*$3,000,000* depending on the change in control acquisition value.

In particular, for each of Mr. Jorden and Mr. Clausen, unless he doesnot significantly participate in effectuating the change in control, he will receive a payment of0.15% of a change in control acquisition value between*$40,000,000* and*$60,000,000,* approximately0.35% of a change in control acquisition value between*$60,000,001* and*$85,000,000,* or a maximum of*$300,000* for a change in control acquisition value above*$85,000,000.* Acquisition value, including deductions, will be determined as described in the Change in Control Agreements.

The Change in Control Agreements terminate on* December 31, 2025,*unless otherwise extended by the parties, and contains other customary provisions.

The description above of the Change in Control Agreements with Mr. Jorden and Mr. Clausen is qualified by reference to the full text of such agreements filed as Exhibits10.2 and10.3 to this Quarterly Report on Form10-Q.