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”).
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).
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).
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” ).
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. 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. AMENDMENT TO CHANGE OF CONTROL AND SEVERANCE AGREEMENTChange of Control and Severance Agreement • January 13th, 2023 • Ra Medical Systems, Inc. • Surgical & medical instruments & apparatus • California
This Amendment (the “Amendment”) is made by and between Jonathan Will McGuire (“Executive”) and Ra Medical Systems, Inc. (the “Company” and together, the “Parties”) on January 9, 2023 (the “Effective Date”).
