Sensus Healthcare, Inc. Sample Contracts

FORM OF UNDERWRITING AGREEMENT between SENSUS HEALTHCARE, INC. and NORTHLAND SECURITIES, INC. and NEIDIGER, TUCKER, BRUNER, INC. as Representatives of the Several Underwriters SENSUS HEALTHCARE, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • May 19th, 2016 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus • New York

The undersigned, Sensus Healthcare, Inc., a corporation formed under the laws of the State of Delaware (collectively with its predecessor, Sensus Healthcare, LLC, the “Company”), hereby confirms its agreement (this “Agreement”) with Northland Securities, Inc. and Neidiger, Tucker, Bruner, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representatives”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representative (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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WARRANT AGREEMENT
Warrant Agreement • May 13th, 2016 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2016, is by and between Sensus Healthcare, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Warrant Agent (the “Warrant Agent”).

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SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 7th, 2016 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 21, 2016 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and SENSUS HEALTHCARE, INC. (f/k/a Sensus Healthcare, LLC), a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

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2,205,882 Shares SENSUS HEALTHCARE, INC. Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENT
Underwriting Agreement • September 17th, 2018 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus • New York
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EMPLOYMENT AGREEMENT
Employment Agreement • August 11th, 2023 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus • Delaware

This Employment Agreement (this “Agreement”) is made as of June 1, 2023, between Sensus Healthcare, Inc., a Delaware corporation (together with its subsidiaries, the “Company”) and Javier Rampolla (the “Executive”).

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FIFTH Amendment to SECOND AMENDED AND RESTATED Loan and security agreement
Loan and Security Agreement • March 5th, 2021 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus

This Fifth Amendment to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of January 31, 2020, by and between Silicon Valley Bank (“Bank”) and Sensus Healthcare, Inc. (f/k/a Sensus Healthcare, LLC), a Delaware corporation (“Borrower”), whose address is 851 Broken Sound Parkway NW, Suite 215, Boca Raton, FL 33487.

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EQUITY GRANT AGREEMENT DATED AS OF JULY 30, 2015, BY AND AMONG ARTHUR LEVINE, SENSUS HEALTHCARE, LLC AND CERTAIN CONTRIBUTING MEMBERS NAMED THEREIN
Equity Grant Agreement • February 10th, 2016 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus

On behalf of the Board of Directors and senior management of Sensus Healthcare LLC (“the Company”), we want to congratulate you in accepting the position of Chief Financial Officer. A key component of your employment package is in the form of company equity. The below members (“the Contributing Members”) agree to reduce their aggregate interest in the Company by 435 units (87 units per Contributing Member) and to increase your aggregate interest by 435 units. Such units shall vest immediately upon a “Liquidity Event”, defined as sale of more than 50% of the outstanding units of the Company or the expiration of a lock-up period following an IPO. Please note that 435 units currently represent approximately 1% of Sensus Healthcare on a fully diluted basis. If you voluntarily leave the Company before a Liquidity Event any unvested units shall be returned to the Contributing Members. If you are terminated without cause, any unvested units shall become vested and in such event, the Company s

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RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • November 6th, 2017 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus • Florida

This Restricted Stock Award Agreement (this “Agreement”) sets forth the terms of a Restricted Stock Award granted on __________________ (“Effective Date”) by Sensus Healthcare, Inc., a Delaware corporation (“Sensus”) to _________________________ (“Grantee”). Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the Plan (as defined below).

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ASSET PURCHASE AGREEMENT Between SENSUS HEALTHCARE, INC. And EMPYREAN MEDICAL SYSTEMS, INC. dated as of February 25, 2022
Asset Purchase Agreement • March 25th, 2022 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus • Florida

This Asset Purchase Agreement (this “Agreement”), dated as of February 25, 2022, is entered into between SENSUS HEALTHCARE, INC., a Delaware corporation (“Seller”) and EMPYREAN MEDICAL SYSTEMS, INC. a Delaware corporation (“Buyer”).

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OFFICE LEASE AGREEMENT, DATED AS OF JULY 26, 2010, BY AND BETWEEN REXALL SUNDOWN, INC. AND SENSUS HEALTHCARE, LLC OFFICE LEASE AGREEMENT
Office Lease Agreement • February 10th, 2016 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus • Florida

THIS OFFICE LEASE AGREEMENT is made, entered into and executed this the 26th day of July, 2010, by and between REXALL SUNDOWN, INC., a Florida corporation, with offices c/o NBTY, Inc., at 90 Orville Drive, Bohemia, NY 11716, hereinafter called “Landlord”, and SENSUS HEALTHCARE, LLC, with offices at 851 Broken sound Pkwy, NW, #215 B.R., FL, hereinafter called “Tenant”. Landlord and Tenant contract and agree as follows.

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FORM OF NON-QUALIFIED OPTION GRANT AGREEMENT
Non-Qualified Option Grant Agreement • February 10th, 2016 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus • Florida

THIS NON-QUALIFIED OPTION GRANT AGREEMENT ("Agreement"), is made and effective as of _____________________ (the "Grant Date"), by and between Sensus Healthcare, LLC, a Delaware limited liability company ("Sensus"), and ________________ ("Participant").

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AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT BY AND BETWEEN SENSUS HEALTHCARE, LLC AND SILICON VALLEY BANK, DATED AS OF MARCH 21, 2013
Loan and Security Agreement • February 10th, 2016 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 12, 2013 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and SENSUS HEALTHCARE, LLC, a Delaware limited liability company (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

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DEFAULT WAIVER AND FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT BY AND BETWEEN SENSUS HEALTHCARE, LLC AND SILICON VALLEY BANK, DATED MAY 12, 2015
Loan and Security Agreement • February 10th, 2016 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus • Georgia

This Default Waiver and First Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 12th day of May, 2015, and made effective as of March 12, 2015, by and between Silicon Valley Bank (“Bank”) and Sensus Healthcare, LLC, a Delaware limited liability company (“Borrower”) whose address is 851 Broken Sound Parkway NW, Suite 215, Boca Raton, FL 33487.

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CREDIT AGREEMENT
Credit Agreement • September 14th, 2023 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus

This Agreement is entered into as of September 11, 2023, by and between Comerica Bank (“Bank”) and Sensus Healthcare, Inc., a Delaware corporation (singularly and collectively, if more than one party, “Borrower”).

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ASSET PURCHASE AGREEMENT BY AND BETWEEN SENSUS HEALTHCARE, LLC AND TOPEX, INC., DATED AS OF APRIL 16, 2010
Asset Purchase Agreement • February 10th, 2016 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus • Connecticut

THIS AGREEMENT, as dated below, is made and entered into, by and between TOPEX, INC., a Connecticut corporation, located at 10 Precision Road, Danbury, Connecticut, hereinafter referred to as “Seller” and SENSUS HEALTHCARE, LLC, a Florida limited liability company located at 18659 Ocean Mist Drive, Boca Raton, Florida, hereinafter referred to as “Purchaser.” The Seller and Purchaser are sometimes hereinafter collectively referred to as the “Parties.”

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THIRD Amendment to SECOND AMENDED AND RESTATED Loan and security agreement
Loan and Security Agreement • November 6th, 2017 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus

This Third Amendment to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of October 31, 2017, by and between Silicon Valley Bank (“Bank”) and Sensus Healthcare, Inc. (f/k/a Sensus Healthcare, LLC), a Delaware corporation (“Borrower”), whose address is 851 Broken Sound Parkway NW, Suite 215, Boca Raton, FL 33487.

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Form of Representatives’ Warrant Agreement
Warrant Agreement • May 19th, 2016 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus • New York

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].

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WARRANT AGREEMENT OF SENSUS HEALTHCARE, LLC, DATED AS OF MARCH 31, 2011, BY AND BETWEEN SENSUS HEALTHCARE, LLC AND ANDERSON STRUDWICK, INC.
Warrant Agreement • February 10th, 2016 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus • Florida

WHEREAS, Sensus Healthcare, LLC, a Delaware limited liability company (the “Company”), has entered into an Engagement Letter dated March 15, 2010, with Anderson Strudwick, Inc., a Virginia corporation (the “Holder”);

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SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 11th, 2020 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus

This Sixth Amendment to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of April 13, 2020, by and between Silicon Valley Bank (“Bank”) and Sensus Healthcare, Inc. (f/k/a Sensus Healthcare, LLC), a Delaware corporation (“Borrower”), whose address is 851 Broken Sound Parkway NW, Suite 215, Boca Raton, FL 33487.

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SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 12th, 2022 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus

This Seventh Amendment to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of April 27, 2022, by and between Silicon Valley Bank (“Bank”) and Sensus Healthcare, Inc. (f/k/a Sensus Healthcare, LLC), a Delaware corporation (“Borrower”), whose address is 851 Broken Sound Parkway NW, Suite 215, Boca Raton, FL 33487.

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AMENDMENT NO. 2 TO WARRANT
Warrant Amendment • May 19th, 2016 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus

THIS AMENDMENT NO. 2 TO WARRANT (this “Amendment”) is hereby entered into between Sensus Healthcare, Inc., a Delaware corporation (the “Company”), and the undersigned warrant holder (“Holder”) as of April 27, 2016 (the “Effective Date”).

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FOURTH Amendment to SECOND AMENDED AND RESTATED Loan and security agreement
Loan and Security Agreement • November 8th, 2019 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus

This Fourth Amendment to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of October 28, 2019, by and between Silicon Valley Bank (“Bank”) and Sensus Healthcare, Inc. (f/k/a Sensus Healthcare, LLC), a Delaware corporation (“Borrower”), whose address is 851 Broken Sound Parkway NW, Suite 215, Boca Raton, FL 33487.

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AMENDMENT NO. 1 TO WARRANT AGREEMENT
Warrant Agreement • August 12th, 2019 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus

THIS AMENDMENT NO. 1 TO WARRANT AGREEMENT (this “Amendment”) is hereby entered into between Sensus Healthcare, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Warrant Agent (the “Warrant Agent”) as of June 4, 2019 (the “Effective Date”).

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November 16, 2016 Arthur Levine Sensus Healthcare, Inc. Chief Financial Officer
Equity Grant Agreement • March 10th, 2017 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus
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AMENDMENT NO. 3 TO WARRANT
Warrant Amendment • August 15th, 2016 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus

THIS AMENDMENT NO. 3 TO WARRANT (this “Amendment”) is hereby entered into between Sensus Healthcare, Inc., a Delaware corporation (the “Company”), and the undersigned warrant holder (“Holder”) as of May 27, 2016 (the “Effective Date”).

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AMENDMENT TO LEASE, DATED AS OF JANUARY 27, 2014, BY AND BETWEEN REXALL SUNDOWN, INC. AND SENSUS HEALTHCARE, LLC
Lease Amendment • December 30th, 2015 • Sensus Healthcare, LLC • Surgical & medical instruments & apparatus

TIDS AMENDMENT dated the 27th day of January, 2014, between REXALL SUNDOWN,INC., with offices at 90 Orville Drive, Bohemia, New York 11716 (“Landlord”) and SENSUS HEALTHCARE, LLC, with offices at 851 Broken Sound Parkway, Suites 210 & 215, Boca Raton, Florida 33487 (“Tenant”).

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EMPLOYMENT AGREEMENT BETWEEN SENSUS HEALTHCARE, LLC AND ARTHUR LEVINE, DATED AS OF AUGUST 24, 2014 CONFIDENTIAL EMPLOYMENT AGREEMENT
Employment Agreement • December 30th, 2015 • Sensus Healthcare, LLC • Surgical & medical instruments & apparatus • Florida

THIS CONFIDENTIAL EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this 12th day of August, 2014, by and between Sensus Healthcare a Delaware corporation with a principal place of business in Boca Raton, Florida (the “Company”), and Arthur Levine (“Employee”), a resident of the State of Florida (collectively, the “Parties”).

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AMENDMENT TO OPERATING AGREEMENT OF SENSUS HEALTHCARE, LLC, DATED AS OF FEBRUARY 28, 2012
Operating Agreement • February 10th, 2016 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus • Delaware

This Amendment to Operating Agreement (“Amendment”) is made and entered into as of the 28th day of February , 2012 (“Effective Date”), by Sensus Healthcare, LLC, a Delaware limited liability company (the “Company”).

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AMENDMENT NO. 2 TO WARRANT
Warrant Amendment • May 13th, 2016 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus

THIS AMENDMENT NO. 2 TO WARRANT (this “Amendment”) is hereby entered into between Sensus Healthcare, Inc., a Delaware corporation (the “Company”), and the undersigned warrant holder (“Holder”) as of April 27, 2016 (the “Effective Date”).

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AMENDMENT NO. 1 TO WARRANT
Warrant Amendment • May 13th, 2016 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus

THIS AMENDMENT NO. 1 TO WARRANT (this “Amendment”) is hereby entered into between Sensus Healthcare, Inc., a Delaware corporation (the “Company”), and the undersigned warrant holder (“Holder”) as of March 30, 2016 (the “Effective Date”).

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THIRD Amendment to SECOND AMENDED AND RESTATED Loan and security agreement
Loan and Security Agreement • March 5th, 2021 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus

This Third Amendment to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of October 31, 2017, by and between Silicon Valley Bank (“Bank”) and Sensus Healthcare, Inc. (f/k/a Sensus Healthcare, LLC), a Delaware corporation (“Borrower”), whose address is 851 Broken Sound Parkway NW, Suite 215, Boca Raton, FL 33487.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 10th, 2016 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus • Delaware

This Indemnification Agreement (“Agreement”), dated as of [DATE] (the “Effective Date”), is by and between Sensus Healthcare, Inc., a Delaware corporation (the “Corporation”), and [NAME OF INDEMNITEE] (“Indemnitee”). The Corporation and Indemnitee are sometimes referred to in this Agreement as each, individually, a “Party” and, collectively, the “Parties.”

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DEFAULT WAIVER AND First AMENDMENT TO Second Amended and Restated LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 4th, 2017 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus • Virginia

This Default Waiver and First Amendment to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of June 27, 2017, by and between Silicon Valley Bank (“Bank”) and Sensus Healthcare, Inc. (f/k/a Sensus Healthcare, LLC), a Delaware corporation (“Borrower”), whose address is 851 Broken Sound Parkway NW, Suite 215, Boca Raton, FL 33487.

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COMMERCIAL LEASE
Commercial Lease • November 7th, 2016 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus • Florida

Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, the Premises described below for the term and subject to the terms, covenants and conditions hereinafter set forth:

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SECURITY AGREEMENT
Security Agreement • September 14th, 2023 • Sensus Healthcare, Inc. • Surgical & medical instruments & apparatus

As of September 11, 2023, for value received, the undersigned (“Pledgor” or “Borrower”) pledges, assigns and grants to Comerica Bank (“Bank”), a continuing security interest and lien (any pledge, assignment, security interest or other lien arising hereunder is sometimes referred to herein as a “security interest”) in the Collateral (as defined below) to secure payment when due, whether by stated maturity, demand, acceleration or otherwise, of all existing and future Indebtedness (as hereinafter defined) of Pledgor to Bank. “Indebtedness” shall mean any and all indebtedness, obligations or liabilities of Borrower and/or Pledgor to Bank, howsoever arising, evidenced or incurred, whether absolute or contingent, direct or indirect, voluntary or involuntary, liquidated or unliquidated, joint or several, and whether known or unknown, and whether originally payable to Bank or to a third party and subsequently acquired by Bank, including, without limitation: (a) any and all direct indebtedness

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