Acutus Medical, Inc. [●] Shares of Common Stock, par value $0.001 per share Underwriting AgreementAcutus Medical, Inc. • July 12th, 2021 • Surgical & medical instruments & apparatus • New York
Acutus Medical, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom Goldman Sachs & Co. LLC (“Goldman Sachs”) is acting as representative (the “Representative”), an aggregate of [●] shares of common stock, par value $0.001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [●] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.” To the extent there are no additional Underwriters listed on Schedule 1 other than you, the term Representatives as used herein shall mean you, as Underwriter, and the terms Representatives and Underwriters shall mean either the singular or p
FORM OF INDEMNIFICATION AGREEMENT (Delaware corporation)Form of Indemnification Agreement • July 15th, 2020 • Acutus Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement (this “Agreement”), made and entered into as of the day of , 20 , by and between Acutus Medical, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 1st, 2022 • Acutus Medical, Inc. • Surgical & medical instruments & apparatus • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 30, 2022, by and among Acutus Medical, Inc., a Delaware corporation (the “Company”), Deerfield Partners, L.P. (“Deerfield Partners”) and Deerfield Private Design Fund III, L.P. (“DPD III” and, together with Deerfield Partners, the “Lenders” and each a “Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 11th, 2023 • Acutus Medical, Inc. • Surgical & medical instruments & apparatus • California
This Employment Agreement (this “Agreement”) is made by and amongst Acutus Medical, Inc. (the “Company”), having its principal offices at 2210 Faraday Ave., Suite 100 Carlsbad, CA 92008, and Tom Sohn (the “Executive”), effective as of August 5, 2020 (the “Effective Date”).
LEASE ROF II FARADAY 2210, LLC, A DELAWARE LIMITED LIABILITY COMPANY, Landlord, and ACUTUS MEDICAL, INC., A DELAWARE CORPORATION TenantLease • May 15th, 2020 • Acutus Medical, Inc. • Surgical & medical instruments & apparatus
By this Lease Landlord leases to Tenant and Tenant leases from Landlord the Premises in the Building as set forth and described on the Reference Pages. The Premises are depicted on the floor plan attached hereto as Exhibit A and the Building is depicted on the site plan attached hereto as Exhibit A-1. The Reference Pages, including all terms defined thereon, are incorporated as part of this Lease.
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 13th, 2023 • Acutus Medical, Inc. • Surgical & medical instruments & apparatus • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 30, 2022 (as amended, supplemented or otherwise modified from time to time after the Amendment and Restatement Closing Date, this “Agreement”), is by and among ACUTUS MEDICAL, INC., a Delaware corporation (the “Borrower”), the Lenders (defined herein), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent. The Borrower and each Lender are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • July 15th, 2020 • Acutus Medical, Inc. • Surgical & medical instruments & apparatus • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of May 20, 2019 (as amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”), is by and among ACUTUS MEDICAL, INC., a Delaware corporation (the “Borrower” and together with any other entity that may become a party hereto as provided herein, each a “Grantor” and, collectively, the “Grantors”), and WILMINGTON TRUST, NATIONAL ASSOCIATION (together with its successors, transferees and assignees), as Administrative Agent (in such capacity, the “Administrative Agent”) for the Secured Parties (defined below).
EXCHANGE AGREEMENTExchange Agreement • August 23rd, 2021 • Acutus Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
This EXCHANGE AGREEMENT (including the schedules, annexes and exhibits hereto, this “Agreement”), dated as of August 23, 2021, is entered into by and among Acutus Medical, Inc., a Delaware corporation (the “Company”), OrbiMed Private Investments IV, LP (“OrbiMed PI IV”) and OrbiMed Royalty Opportunities II, LP (“OrbiMed RO II” and, together with OrbiMed PI IV, the “Holders” and each a “Holder”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 15th, 2020 • Acutus Medical, Inc. • Surgical & medical instruments & apparatus • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is made by and amongst ACUTUS MEDICAL, INC. (the “Company”), having its principal offices at 2210 Faraday Ave., Suite 100 Carlsbad, CA 92008, and Vincent J. Burgess (the “Executive”), effective as of October 14, 2019 (the “Effective Date”).
UNIVERSITY OF MINNESOTA EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • July 15th, 2020 • Acutus Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS EXCLUSIVE PATENT LICENSE AGREEMENT (this “Agreement”) is made by and between Regents of the University of Minnesota, a constitutional corporation under the laws of the state of Minnesota, having a place of business at 1000 Westgate Drive, Suite 160, St. Paul, Minnesota 55114 (the “University”), and the Licensee identified below. The University and the Licensee agree that:
CONSENTConsent • April 27th, 2022 • Acutus Medical, Inc. • Surgical & medical instruments & apparatus • New York
This CONSENT (this “Consent”) is made and entered into as of April 26, 2022 by ORBIMED ROYALTY OPPORTUNITIES II, LP, in its capacity as Origination Agent and a Lender (each as defined in the Credit Agreement) under the Credit Agreement (as defined below) and DEERFIELD PRIVATE DESIGN FUND III, L.P., in its capacity as a Lender, in favor of ACUTUS MEDICAL, INC., a Delaware corporation (the “Borrower”), and acknowledged by WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (as defined in the Credit Agreement) under the Credit Agreement.
FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • July 15th, 2020 • Acutus Medical, Inc. • Surgical & medical instruments & apparatus • California
This First Amendment (this “Amendment”) to the License Agreement dated May 10, 2011 (the “Agreement”), is entered into this 30th day of September, 2011 (the “Amendment Effective Date”) by and between Dr. Christoph Scharf, an individual (“LICENSOR”), and Acutus Medical, Inc., a Delaware corporation (“LICENSEE”). The LICENSOR and LICENSEE may each be referred to herein as a “Party,” or collectively as the “Parties.”
Feasibility and Development AgreementFeasibility and Development Agreement • July 12th, 2021 • Acutus Medical, Inc. • Surgical & medical instruments & apparatus
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • July 21st, 2022 • Acutus Medical, Inc. • Surgical & medical instruments & apparatus
This Amendment No. 1 to Employment Agreement (the “Amendment”) is made by and amongst Acutus Medical, Inc. (the “Company”), having its principal offices at 2210 Faraday Ave., Suite 100 Carlsbad, CA 92008, and David Roman (the “Executive”), effective as of July 20, 2022.
AMENDMENT NO. 2 AND WAIVER2 and Waiver • March 19th, 2021 • Acutus Medical, Inc. • Surgical & medical instruments & apparatus • New York
This AMENDMENT NO. 2 AND WAIVER (this “Amendment”) is made and entered into as of October 21, 2020 by ORBIMED ROYALTY OPPORTUNITIES II, LP, in its capacity as Origination Agent and a Lender (each as defined in the Credit Agreement) under the Credit Agreement (as defined below) and DEERFIELD PRIVATE DESIGN FUND III, L.P., in its capacity as a Lender, in favor of ACUTUS MEDICAL, INC., a Delaware corporation (the “Borrower”) and acknowledged by WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (as defined in the Credit Agreement) under the Credit Agreement.
Master License AgreementMaster License Agreement • July 15th, 2020 • Acutus Medical, Inc. • Surgical & medical instruments & apparatus
THIS AGREEMENT (“Agreement”), effective as of the last date of signature hereof (the “Effective Date”), is between Biotectix, LLC, a company organized and existing under the laws of Missouri and which has an office at 940 North Main Street, Ann Arbor, Michigan 48104, and Acutus Medical, Inc., company organized and existing under the laws of Delaware and which has an office at 10840 Thornmint Road, Suite 100, San Diego CA 92127.
ACQUISITION AGREEMENT by and among ACUTUS MEDICAL, INC., RHYTHM XIENCE, INC., THE SELLERS listed on Schedule I hereto, And HAROLD WODLINGER the Sellers’ Agent dated as of May 31, 2019Acquisition Agreement • July 15th, 2020 • Acutus Medical, Inc. • Surgical & medical instruments & apparatus
This Acquisition Agreement (this “Agreement”), dated as of May 31, 2019, is entered into by and among Acutus Medical, Inc., a Delaware corporation (“Buyer”), Rhythm Xience, Inc., a Delaware corporation (the “Company”), the parties identified on Schedule I (the “Sellers”), and Harold Wodlinger as the “Sellers’ Agent”.
ACUTUS MEDICAL, INC. CONSULTING AGREEMENTConsulting Agreement • July 15th, 2020 • Acutus Medical, Inc. • Surgical & medical instruments & apparatus • California
This Consulting Agreement (this “Agreement”) is made and entered into as of 1/4/2019 (the “Effective Date”) by and between Acutus Medical, Inc., a Delaware corporation with its principal place of business at Faraday Avenue, Suite 100, San Diego, CA 92008 (the “Company”), and Elia Health Sciences, Inc., with a principal place of business/residence at [****] (“Consultant’) (each herein referred to individually as a “Party,” or collectively as the “Parties”).
ACUTUS MEDICAL, Inc. CONSULTING AGREEMENTConsulting Agreement • May 12th, 2022 • Acutus Medical, Inc. • Surgical & medical instruments & apparatus • California
This Consulting Agreement (this “Agreement”) is effective as of May 13, 2022 (the “Effective Date”) by and between Acutus Medical, Inc., a Delaware corporation with its principal place of business at 2210 Faraday Ave., Suite 100, Carlsbad, CA 92008 (the “Company”), and Vince Burgess, an individual (“Consultant”) (each herein referred to individually as a “Party,” or collectively as the “Parties”).
FIRST AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • July 15th, 2020 • Acutus Medical, Inc. • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT (the “First Amendment”) is made and entered effective as of the date of the last signature (the “First Amendment Effective Date”), by and between Regents of the University of Minnesota (the “University”), a Minnesota constitutional corporation under the laws of the state of Minnesota, having a place of business at 200 Oak Street, SE, Suite 280, Minneapolis, Minnesota 55455, and Acutus Medical, Inc., corporation under the laws of the State of Delaware, having a place of business at 10840 Thornmint Road, Suite 100, San Diego, CA 92127 (the “Licensee”) each a “Party” and collectively, the “Parties”).
ACUTUS MEDICAL, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT June 12, 2019Rights Agreement • July 15th, 2020 • Acutus Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the twelfth of June, 2019, by and among Acutus Medical, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor” and collectively as the “Investors.”
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • July 1st, 2022 • Acutus Medical, Inc. • Surgical & medical instruments & apparatus • New York
This Warrant Purchase Agreement (the “Agreement”) is made as of June 30, 2022 (the “Effective Date”) by and among Acutus Medical, Inc., a Delaware corporation (the “Company”), and the persons and entities named on the Schedule of Purchasers attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings specified in Credit Agreement (defined below).
= Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed.Management Agreement • June 29th, 2020 • Acutus Medical, Inc. • Surgical & medical instruments & apparatus
2nd Amendment to the Global Alliance for Acutus Product Distribution AgreementAcutus Medical, Inc. • April 27th, 2022 • Surgical & medical instruments & apparatus
WHEREAS, Biotronik and Acutus have entered into the Global Alliance for Acutus Product Distribution Agreement on 11 May 2020, as amended by the 1st Amendment to the Global Alliance for Acutus Product Distribution Agreement (the “1st Amendment”) effective 1 March 2021 (as further amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its provisions, the “Agreement”);
CREDIT AGREEMENT dated as of May 20, 2019 among ACUTUS MEDICAL, INC., as the Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, WILMINGTON TRUST, NATIONAL ASSOCIATION, as the Administrative Agent, and ORBIMED ROYALTY OPPORTUNITIES II, LP, as the...Credit Agreement • May 15th, 2020 • Acutus Medical, Inc. • Surgical & medical instruments & apparatus • New York
THIS CREDIT AGREEMENT dated as of May 20, 2019 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is among ACUTUS MEDICAL, INC., a Delaware corporation (the “Borrower”), the Lenders (defined herein), ORBIMED ROYALTY OPPORTUNITIES II, LP, a Delaware limited partnership (together with its Affiliates, successors, transferees and assignees), as Origination Agent, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent. The Borrower and each Lender are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
LICENSE AGREEMENTLicense Agreement • July 15th, 2020 • Acutus Medical, Inc. • Surgical & medical instruments & apparatus • California
This LICENSE AGREEMENT (“Agreement”) is made as of May 10, 2011 (the “Effective Date”) by and between Acutus Medical, Inc., a Delaware corporation with its principal place of business at 11225 West Bernardo Court, Suite 102, San Diego, CA 92127 (“LICENSEE”), and Dr. Christoph Scharf, an individual having his mailing address at Im Gugger 4, 8810 Horgen, Switzerland (“LICENSOR”). LICENSOR and LICENSEE are each referred to herein by name or, individually, as a “Party” or, collectively, as “Parties.”
AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 30, 2022 among ACUTUS MEDICAL, INC., as the Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as the Administrative AgentPledge and Security Agreement • July 1st, 2022 • Acutus Medical, Inc. • Surgical & medical instruments & apparatus • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 30, 2022 (as amended, supplemented or otherwise modified from time to time after the Amendment and Restatement Closing Date, this “Agreement”), is by and among ACUTUS MEDICAL, INC., a Delaware corporation (the “Borrower”), the Lenders (defined herein), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent. The Borrower and each Lender are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
ACUTUS MEDICAL, INC.Restricted Stock Unit Award Agreement • May 15th, 2020 • Acutus Medical, Inc. • Surgical & medical instruments & apparatus • California
Unless otherwise defined herein, the terms defined in the 2011 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).
LICENSE AND DISTRIBUTION AGREEMENTLicense and Distribution Agreement • May 15th, 2020 • Acutus Medical, Inc. • Surgical & medical instruments & apparatus • New York
This LICENSE AND DISTRIBUTION AGREEMENT (the “Agreement”) is entered into as of this 2nd of July, 2019 (the “Effective Date”) by and between Biotronik SE & Co. KG, a corporation incorporated under the laws of Germany having its principal place of business at Woermannkehre 1, 12359 Berlin, Germany (“Biotronik”), VascoMed GmbH, a corporation incorporated under the laws of Germany having its principal place of business at Hertzallee 1, 79589 Binzen, Germany (“VascoMed”) (collectively, Biotronik and VascoMed shall be referred to hereinafter as the “BIO Parties”), and Acutus Medical, Inc., a Delaware corporation having its principal place of business at 2210 Faraday Ave, Ste 100, Carlsbad, California, U.S.A. 92008 (“Acutus”). The BIO Parties, on the one hand, and Acutus, on the other hand, are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
ACUTUS MEDICAL, INC. CONSULTING AGREEMENTConsulting Agreement • January 11th, 2024 • Acutus Medical, Inc. • Surgical & medical instruments & apparatus • California
This Consulting Agreement (this “Agreement”) is effective as of January 9, 2024 (the “Effective Date”) by and between Acutus Medical, Inc., a Delaware corporation with its principal place of business at 2210 Faraday Ave., Suite 100, Carlsbad, CA 92008 (the “Company”), and David Roman, an individual (“Consultant”) (each herein referred to individually as a “Party,” or collectively as the “Parties”).
May 12, 2022Acutus Medical, Inc. • May 12th, 2022 • Surgical & medical instruments & apparatus
This letter confirms the agreement between you and Acutus Medical, Inc. (the “Company”) concerning the terms of your separation and offers you the separation compensation we discussed in exchange for a release of claims.
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 7th, 2023 • Acutus Medical, Inc. • Surgical & medical instruments & apparatus • New York
This AMENDMENT NO 1. TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 4, 2023 (this “Amendment”), is entered into by and between Acutus Medical, Inc. (the “Borrower”) and the Lenders party hereto, and acknowledged by Wilmington Trust, National Association, as Administrative Agent.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 19th, 2021 • Acutus Medical, Inc. • Surgical & medical instruments & apparatus • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of June 7, 2019, by and among ACUTUS MEDICAL, INC., a Delaware corporation (the “Borrower”), orbimed royalty opportunities ii, lp, in its capacity as Origination Agent under the Credit Agreement (the “Origination Agent”) and orbimed royalty opportunities ii, lp in its capacity as a Lender under the Credit Agreement and Deerfield Private Design Fund III, L.P. (collectively, the “Lenders”), and acknowledged by Wilmington Trust, National Association (the “Administrative Agent”).
ASSET PURCHASE AGREEMENT BY AND AMONG MEDTRONIC, INC. AND ACUTUS MEDICAL, INC. April 26, 2022Asset Purchase Agreement • April 27th, 2022 • Acutus Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of April 26, 2022, is entered into by and among Medtronic, Inc., a Minnesota corporation (the “Purchaser”), and Acutus Medical, Inc., a Delaware corporation (the “Seller”). Capitalized terms used herein and not otherwise defined have the meanings given to such terms in Article VIII below.
= Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed.Acutus Medical, Inc. • July 15th, 2020 • Surgical & medical instruments & apparatus
