exhibit 10. 2 amendment i to exclusive license and distribution agreement this amendment i ( “ amendment ” ) is made and entered into as of may 28, 2018 ( “ amendment effective date ” ), between nuo therapeutics, inc., a delaware corporation, with its principal office at 207a perry parkway, suite 1, gaithersburg, md 20877 ( “ nuo ” ), and rohto pharmaceutical co., ltd., a japanese company, with its principal office at 1 - 8 - 1 tatsumi - nishi, ikuno - ku, osaka # # # - # # # - # # # #, japan ( “ rohto ” ). each of nuo and rohto is hereinafter referred to as a “ party ” and collectively the “ parties. ” the parties entered into the exclusive license and distribution agreement as of december 31, 2014 ( “ original agreement ” ). the parties hereby agree to amend the original agreement as follows. article 1. section 1. definitions. “ nhi pricing event ” of the original agreement shall be amended in its entirety to read as follows. “ nhi pricing event ” means the earlier of the event ( i ) when the nhi reimbursement price for the product in the territory is achieved, or ( ii ) when the nhi reimbursement for the treatment by treating clinicians of patients using the product in the territory in the field of use is achieved. article 2. section 2. grant of license ( d ) manufacturing right of the original agreement shall be amended in its entirety to read as follows. ( d ) manufacturing right. nuo shall grant to rohto an exclusive license, with limited right to sublicense, to use nuo technology for manufacturing, or having third - party manufacture devices which are covered by nuo patent or embodied by nuo know how, such as the new devices and centrifuge of current and future version, for the territory. upon request of rohto, nuo shall provide rohto with reasonably sufficient information for rohto to manufacture or have manufactured such devices. for avoidance of doubt, in such case rohto shall assemble product for the territory, and sales amount of such rohto ’ s assembled product as a whole shall be the base of net sale for royalty payment set forth in section 4 ( c ) of this agreement. 1 1 article 3. section 4