SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 13th, 2023 • Ra Medical Systems, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 9, 2023, between Ra Medical Systems, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 13th, 2023 • Ra Medical Systems, Inc. • Surgical & medical instruments & apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 9, 2023, between Ra Medical Systems, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANTRa Medical Systems, Inc. • August 3rd, 2020 • Surgical & medical instruments & apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its 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”) and on or prior to 5:00 p.m. (New York City time) on ______, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ra Medical Systems, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
RA MEDICAL SYSTEMS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 24th, 2018 • Ra Medical Systems, Inc. • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of _______________________, 2018 and is between Ra Medical Systems, Inc., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • May 22nd, 2020 • Ra Medical Systems, Inc. • Surgical & medical instruments & apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its 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”) and on or prior to 5:00 p.m. (New York City time) on May ___, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ra Medical Systems, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 3rd, 2020 • Ra Medical Systems, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 30, 2020, between Ra Medical Systems, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Ra Medical Systems, Inc. Common Stock (par value $0.0001 per share) At Market Issuance Sales AgreementRa Medical Systems, Inc. • September 2nd, 2022 • Surgical & medical instruments & apparatus • New York
Ra Medical Systems, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Ladenburg Thalmann & Co. Inc. (the “Agent”) as follows:
•] SHARES OF COMMON STOCK SERIES A WARRANTS EXERCISABLE INTO [•] SHARES OF COMMON STOCK SERIES B WARRANTS EXERCISABLE INTO [•] SHARES OF COMMON STOCK [PRE-FUNDED WARRANTS TO PURCHASE [•] SHARES OF COMMON STOCK] OF RA MEDICAL SYSTEMS, INC. UNDERWRITING...Underwriting Agreement • February 3rd, 2022 • Ra Medical Systems, Inc. • Surgical & medical instruments & apparatus • New York
The undersigned, Ra Medical Systems, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters, if any (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
SERIES F COMMON STOCK PURCHASE WARRANT RA MEDICAL SYSTEMS, INC.Ra Medical Systems, Inc. • January 13th, 2023 • Surgical & medical instruments & apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its 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 Stockholder Approval is received and effective (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the two (2) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ra Medical Systems, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AT THE MARKET OFFERING AGREEMENTMarket Offering Agreement • January 26th, 2021 • Ra Medical Systems, Inc. • Surgical & medical instruments & apparatus • New York
Ra Medical Systems, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
STRICTLY CONFIDENTIAL Ra Medical Systems, Inc.Letter Agreement • May 15th, 2020 • Ra Medical Systems, Inc. • Surgical & medical instruments & apparatus • New York
RA MEDICAL SYSTEMS, INC. [●] Shares Common Stock ($0.0001 par value per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • September 17th, 2018 • Ra Medical Systems, Inc. • Surgical & medical instruments & apparatus • New York
CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • April 16th, 2020 • Ra Medical Systems, Inc. • Surgical & medical instruments & apparatus • California
This Change in Control and Severance Agreement (the “Agreement”) is made between Ra Medical Systems, Inc. (the “Company”) and Jonathan Will McGuire (the “Executive”), effective as of March 30, 2020 (the “Effective Date”).
RA MEDICAL SYSTEMS, INC. UNDERWRITING AGREEMENTRa Medical Systems, Inc. • February 9th, 2022 • Surgical & medical instruments & apparatus • New York
The undersigned, Ra Medical Systems, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters, if any (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
SERIES E COMMON STOCK PURCHASE WARRANTRa Medical Systems, Inc. • January 13th, 2023 • Surgical & medical instruments & apparatus • New York
THIS SERIES E COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [HOLDER] or its 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 upon which Stockholder Approval is obtained (the “Initial Exercise Date”) and on or prior to the Termination Date (as defined in Section 1 below) but not thereafter, to subscribe for and purchase from Ra Medical Systems, Inc., a Delaware corporation (the “Company”), up to __________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PREFUNDED COMMON STOCK PURCHASE WARRANTPrefunded Common Stock Purchase Warrant • August 3rd, 2020 • Ra Medical Systems, Inc. • Surgical & medical instruments & apparatus • New York
THIS PREFUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its 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 Ra Medical Systems, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Paycheck Protection Program Promissory Note and AgreementRa Medical Systems, Inc. • May 7th, 2020 • Surgical & medical instruments & apparatus
Important Notice: This Instrument Contains A Confession Of Judgment Provision Which Constitutes A Waiver Of Important Rights You May Have As A Debtor And Allows The Creditor To Obtain A Judgment Against You Without Any Further Notice. Venue Will Be In The City Of Richmond.
September 12, 2018 Jeffrey Kraws c/o Ra Medical Systems, Inc. Carlsbad, CA 92011 Re: Confirmatory Employment Letter Dear Jeffrey:Letter Agreement • September 17th, 2018 • Ra Medical Systems, Inc. • Surgical & medical instruments & apparatus
This letter agreement (the “Agreement”) is entered into between Jeffrey Kraws (“you”) and Ra Medical Systems, Inc. (the “Company” or “we”), effective as of the closing of an initial public offering of the Company’s securities pursuant to a registration statement on Form S-1 that is declared effective with the U.S. Securities and Exchange Commission (the “Effective Date”), to confirm the terms and conditions of your employment with the Company as of the Effective Date. This Agreement supersedes and replaces any and all employment terms, compensation, or benefits you may have had or to which you may have been entitled prior to the Effective Date.
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 13th, 2023 • Ra Medical Systems, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement” ), dated as of January 9, 2023 (the “Amendment Date” ), by and among RA MEDICAL SYSTEMS, INC., a Delaware corporation (“Parent” ), RAPID MERGER SUB 1, INC., a Delaware corporation (“First Merger Sub” ), RAPID MERGER SUB 2, LLC, a Delaware limited liability company (“Second Merger Sub” and together with First Merger Sub, “Merger Subs” ), and CATHETER PRECISION, INC., a Delaware corporation (the “Company” ).
DEBT SETTLEMENT AGREEMENT AND RELEASEDebt Settlement Agreement and Release • March 28th, 2023 • Ra Medical Systems, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS DEBT SETTLEMENT AGREEMENT AND RELEASE (this “Agreement”) is made and entered into as of the date set forth below by and between David A. Jenkins (“Noteholder”), and Catheter Precision, Inc., a Delaware corporation (the “Company”).
Nonstatutory Stock Option Agreement For Non-Employee DirectorsStock Option Exercise Agreement • April 1st, 2024 • Catheter Precision, Inc. • Surgical & medical instruments & apparatus • Delaware
This Stock Option Agreement (this "Agreement") is made and entered into as of ______ by and between Catheter Precision, Inc., a Delaware corporation (the "Company") and ___________ (the "Participant").
RA MEDICAL SYSTEMS, INC. LOCK-UP AGREEMENTLock-Up Agreement • January 13th, 2023 • Ra Medical Systems, Inc. • Surgical & medical instruments & apparatus
The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Ra Medical Systems, Inc., a Delaware corporation (“Parent”), Rapid Merger Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“First Merger Sub”), Rapid Merger Sub 2, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Second Merger Sub”), and Catheter Precision, Inc., a Delaware corporation (the “Company”), have entered into an Amended and Restated Agreement and Plan of Merger, dated as of January 9, 2023 (the “Merger Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
RA MEDICAL SYSTEMS, INC. AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENTRa Medical Systems, Inc. • July 16th, 2018 • Surgical & medical instruments & apparatus • California
As a condition of my continued employment with Ra Medical Systems, Inc. (the “Company”), and in consideration of my employment with the Company, my receipt of the compensation now and hereafter paid to me by Company and additional consideration of $100 paid to me by the Company concurrently with the execution of this Agreement, I agree to the following provisions of this At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (this “Agreement”):
CORPORATE INTEGRITY AGREEMENT BETWEEN THE OFFICE OF INSPECTOR GENERAL OF THE DEPARTMENT OF HEALTH AND HUMAN SERVICES AND RA MEDICAL SYSTEMS, INC.Corporate Integrity Agreement • March 17th, 2021 • Ra Medical Systems, Inc. • Surgical & medical instruments & apparatus
RA MEDICAL SYSTEMS, INC. AMENDED AND RESTATED SUPPORT AGREEMENTSupport Agreement • January 13th, 2023 • Ra Medical Systems, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AMENDED AND RESTATED SUPPORT AGREEMENT (this “Agreement”), dated as of __________, 2023, is made by and among Ra Medical Systems, Inc., a Delaware corporation (“Parent”), Catheter Precision, Inc., a Delaware corporation (the “Company”), and the undersigned holder (“Stockholder”) of shares of capital stock of Parent (the “Shares”) or Parent Equity Rights (defined below).
Ra Medical Systems, Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent Warrant Agency Agreement Dated as of February 8, 2022Warrant Agency Agreement • February 9th, 2022 • Ra Medical Systems, Inc. • Surgical & medical instruments & apparatus • New York
WARRANT AGENCY AGREEMENT, dated as of February 8, 2022 (“Agreement”), between Ra Medical Systems, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).
CATHETER PRECISION, INC. NOTICE OF NONPLAN STOCK OPTION AWARDPlan Stock Option Grant Agreement • March 28th, 2023 • Ra Medical Systems, Inc. • Surgical & medical instruments & apparatus • Delaware
Unless otherwise defined herein, the terms defined in the attached 2018 Non-plan Option Agreement shall have the same defined meanings in this Notice of Stock Option Award and the attached Stock Option Award Terms, which is incorporated herein by reference (together, the "Award Agreement").
ASSET PURCHASE AGREEMENT BY AND BETWEEN STRATA SKIN SCIENCES, INC. AND RA MEDICAL SYSTEMS, INC. DATED AS OF AUGUST 16, 2021Asset Purchase Agreement • August 16th, 2021 • Ra Medical Systems, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS ASSET PURCHASE AGREEMENT (as may be amended from time to time in accordance with its terms, this “Agreement”) is made and entered into as of August 16, 2021 (the “Effective Date”), by and among STRATA SKIN SCIENCES, INC. (“Purchaser”), a Delaware corporation, and RA MEDICAL SYSTEMS, INC., a Delaware corporation (the “Company” or the “Seller”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
EXTENSION AGREEMENTExtension Agreement • March 28th, 2023 • Ra Medical Systems, Inc. • Surgical & medical instruments & apparatus
This Extension Agreement, dated January 11th 2022, is entered into by and between Catheter Precision, Inc., a Delaware corporation , with offices at 500 International Drive, Suite 255, Mt. Olive, New Jersey 07828 ("Catheter Precision") and Stereotaxis, Inc., a Delaware corporation, with offices at 710 N. Tucker Blvd. Suite 110, St. Louis, MO 63101 ("Stereotaxis"). All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Joint Marketing Agreement signed January 19, 2021 ("Agreement "). The Parties to the Agreement agree that the following provisions shall take the place of certain provisions in the Agreement and shall become a part of the final Agreement:
Brian Conn Dear Brian,Ra Medical Systems, Inc. • August 12th, 2022 • Surgical & medical instruments & apparatus
This first amendment to the letter agreement dated May 27, 2022 (the "Agreement") sets forth the terms and conditions whereby you agree to provide certain services to Ra Medical Systems, Inc., a Delaware Corporation (the “Company”), and All terms of the Agreement remain the same except section 2 and 3.1 are replaces in their entirety with the following effective July 27, 2022:
AMENDMENT NO. 1 TO WARRANT AGENCY AGREEMENTWarrant Agency Agreement • August 16th, 2022 • Ra Medical Systems, Inc. • Surgical & medical instruments & apparatus • New York
THIS AMENDMENT NO. 1 TO WARRANT AGENCY AGREEMENT (this “Agreement”), dated as of July 22, 2022, and is by and between Ra Medical Systems, Inc., a Delaware corporation (“Ra Medical”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“AST”).
Brian Conn Dear Brian,Letter Agreement • July 18th, 2022 • Ra Medical Systems, Inc. • Surgical & medical instruments & apparatus • California
This letter agreement (this "Agreement") sets forth the terms and conditions whereby you agree to provide certain services to Ra Medical Systems, Inc., a Delaware Corporation (the "Company").
LEASE TERMINATION AGREEMENTLease Termination Agreement • November 3rd, 2022 • Ra Medical Systems, Inc. • Surgical & medical instruments & apparatus • California
This Lease Termination Agreement (“Agreement”) is entered into as of October 24, 2022 between Anaya Holdings LLC, a California limited liability company (successor-in-interest to the Lloyd Wells Gift Trust dated November 24, 1987) (“Lessor”) and RA Medical Systems, Inc., a Delaware corporation (successor-in-interest to RA Medical Systems, Inc., a California corporation) (“Lessee”).
SETTLEMENT AND AMENDMENT AGREEMENT THIS SETTLEMENT AND AMENDMENT AGR EEMNT (this "SettlementSettlement and Amendment Agreement • March 28th, 2023 • Ra Medical Systems, Inc. • Surgical & medical instruments & apparatus • New Jersey
Agreement) is made and entered into the 24th day of May, 2021 (the ''Effective Date") by and between Peacs BV, a Netherlands corporation organized and existing under the laws of the Netherlands and having its principal offices at Weiland 38, 2415BC, Nieuwerbrug aan den Rijn, the Netherlands. (hereinafter “Peacs”) and Catheter Precision, Inc. (formerly known as Catheter. Inc.), a corporation existing under the laws of the State of Delaware and having its principal .offices at 500 International Drive, Suite 333, Mt Olive, NJ 07828 (hereinafter "Catheter Robotics, Inc), a corporation existing under the laws of the State of Delaware and having its principal offices at 500 International Drive, Suite 333, Mt. Olive, NJ 07828 (hereinafter “Catheter Precision”). Peacs and Catheter Precision are individually referred to as a "Party” and collectively as the “Parties”.
TRADEMARK ASSIGNMENT AGREEMENTTrademark Assignment Agreement • August 16th, 2021 • Ra Medical Systems, Inc. • Surgical & medical instruments & apparatus • Delaware
This Trademark Assignment Agreement (this “Assignment”), dated as of August 16, 2021, is made by and between Ra Medical Systems, Inc., a Delaware corporation (“Assignor”), and Strata Skin Sciences, Inc., a Delaware corporation (“Assignee”).
