Form of Amendment to Registration Rights Agreement

Exhibit 10.2

AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), is made as of September __, 2024, by and among OneMedNet Corporation (the “Company”), and _______________ (the “Investor”).

RECITALS

WHEREAS, the Company and the Investor entered into a Registration Rights Agreement dated July 23, 2024 (the “Agreement”); and

WHEREAS, the Company and the Investor desire to amend the Agreement as set forth in this Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises set forth in this Amendment, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

1. Capitalized Terms. Capitalized terms not defined in this Amendment shall have the respective meanings given in the Agreement.

2. Amendments to Defined Terms.

(b) “Purchase Agreements” means (i) the Securities Purchase Agreement, dated as of July 23, 2024, by and among the Company, the Investor and the other investors named therein and (ii) the Securities Purchase Agreement, dated as of September 24, 2024, by and among the Company, the Investor and the other investors named therein.

All instances of “Purchase Agreement” in the Agreement shall be deleted and replaced with “Purchase Agreements”.

(c) “Shares” means, each issued pursuant to the Purchase Agreements, (i) shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Shares”), (ii) shares issuable under warrants to purchase the Company’s Common Shares (the “Warrants”) and (iii) shares issuable under pre-funded warrants to purchase the Company’s Common Shares (the “Pre-Funded Warrants”).

3. Full Force and Effect. Except as expressly amended hereby, all other terms of the Agreement shall continue in full force and effect.

4. Governing Law. This Amendment shall be governed by the internal law of the State of New York, without regard to conflict of law principles that would result in the application of any law other than the law of the State of New York.

5. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (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 any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

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IN WITNESS WHEREOF, the parties have executed this Amendment to Registration Rights Agreement as of the date first written above.