SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 14th, 2023 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 13, 2023, is by and among Lucid Diagnostics Inc., a Delaware corporation with offices located at 360 Madison Avenue, 25th Floor, New York, NY 10017 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
LUCID DIAGNOSTICS INC., As Issuer, AND As Trustee INDENTURE DATED AS OF [__________] [___], 20[__] SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE (1)Lucid Diagnostics Inc. • November 25th, 2022 • Surgical & medical instruments & apparatus • New York
WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as provided in this Indenture, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 8th, 2021 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus • Delaware
This Agreement, made and entered into effective as of ________ (“Agreement”), by and between Lucid Diagnostics Inc., a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • April 1st, 2022 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of March 28, 2022 (this “Agreement”), by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”), and Lucid Diagnostics Inc., a Delaware corporation (the “Company”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • March 14th, 2023 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus • New York
SECURITY AND PLEDGE AGREEMENT, dated as of March __, 2023 (this “Agreement”), made by Lucid Diagnostics Inc., a Delaware corporation with offices located at 360 Madison Avenue, 25th Floor, New York, NY 10017 (the “Company”), and each of the undersigned direct and indirect Significant Subsidiaries of the Company from time to time, if any (each a “Grantor” and together with the Company, collectively, the “Grantors”), in favor of Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Noteholders (as defined below) party to the Securities Purchase Agreement, dated as of March 13, 2023 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the “Securities Purchase Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2022 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 28, 2022, is by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”), and Lucid Diagnostics Inc., a Delaware corporation (the “Company”).
GUARANTYGuaranty • March 14th, 2023 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus • New York
This GUARANTY, dated as of March _, 2023 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2023 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated as of April 18, 2022 is entered into between Michael Gordon (“Executive”), and Lucid Diagnostics Inc., a Delaware corporation having its principal office at One Grand Central Place, Suite 4600, New York, New York 10165 (“Company”) to become effective immediately.
MEDICAL EXPERT/KEY OPINION LEADER CONSULTING AGREEMENTConsulting Agreement • October 7th, 2021 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus • Delaware
THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of May 12, 2018 (the “Agreement Date”), by and between Lucid Diagnostics Inc., a Delaware corporation (the “Company”), and Sanford Markowitz, MD an individual residing in_______(the “Consultant”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 18th, 2023 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of the date set forth on the Company’s signature page hereto (the “Effective Date”) between Lucid Diagnostics Inc., a Delaware corporation (the “Company”), and the persons who have executed a signature page hereto (each, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, capitalized terms have the meanings ascribed to them in Section 1 of this Agreement. This Agreement is Exhibit B in a package of documents (the “Subscription Package”) delivered by the Company in connection with the solicitation of subscriptions in the Offering.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 13th, 2023 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of the date set forth on the Company’s signature page hereto (the “Effective Date”) between Lucid Diagnostics Inc., a Delaware corporation (the “Company”), and the persons who have executed a signature page hereto (each, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, capitalized terms have the meanings ascribed to them in Section 1 of this Agreement. This Agreement is Exhibit B in a package of documents (the “Subscription Package”) delivered by the Company in connection with the solicitation of subscriptions in the Offering.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 14th, 2024 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of the date set forth on the Company’s signature page hereto (the “Effective Date”) between Lucid Diagnostics Inc., a Delaware corporation (the “Company”), and the persons who have executed a signature page hereto (each, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, capitalized terms have the meanings ascribed to them in Section 1 of this Agreement. This Agreement is Exhibit C in a package of documents (the “Subscription Package”) delivered by the Company in connection with the solicitation of subscriptions in the Offering.
TERMINATION AGREEMENTTermination Agreement • March 14th, 2023 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus • New York
This Termination Agreement (this “Termination Agreement”) is entered as of February 10, 2023 (the “Effective Date”), by and among ResearchDx, Inc., a California corporation (“ResearchDx”), Lucid Diagnostics Inc., a Delaware corporation (“Lucid Diagnostics”), and LucidDx Labs Inc., a Delaware corporation (“LucidDx Labs”). Each of ResearchDx, Lucid Diagnostics and LucidDx Labs is referred to herein as a “Party” and, collectively, as the “Parties”.
LUCID DIAGNOSTICS INC. [NUMBER OF SHARES] Shares of Common Stock (par value $0.001 per share) Underwriting AgreementUnderwriting Agreement • October 8th, 2021 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus • New York
Lucid Diagnostics Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [●] shares of its common stock, par value $0.001 per share (the “Shares”). The [●] Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [●] Shares. The additional [●] Shares to be sold by the Company pursuant to such option are collectively called the “Option Shares.” The Firm Shares and, if and to the extent such option is exercised, the Option Shares, are collectively called the “Offered Shares.” Cantor Fitzgerald & Co. (“Cantor”) and Canaccord Genuity LLC (“Canaccord”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares.
PAYROLL AND BENEFIT EXPENSE REIMBURSEMENT agreementPayroll and Benefit Expense Reimbursement Agreement • March 14th, 2023 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus • Delaware
This Payroll and Benefit Expense Reimbursement Agreement, dated as of November 30, 2022 (this “Agreement”), is by and between PAVmed Inc., a Delaware corporation (“PAVmed”), and Lucid Diagnostics Inc., a Delaware corporation (“Lucid Diagnostics”).
LUCID DIAGNOSTICS INC. STOCK OPTION AGREEMENTStock Option Agreement • March 14th, 2023 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus • Delaware
THIS STOCK OPTION AGREEMENT is made as of the Grant Date by and between Lucid Diagnostics Inc., a Delaware corporation (the “Company”), and Grantee.
STOCK OPTION AGREEMENTStock Option Agreement • October 8th, 2021 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus • Delaware
THIS STOCK OPTION AGREEMENT is made as of the ____ day of ______, ____ (the “Grant Date”) by and between Lucid Diagnostics Inc., a Delaware corporation (the “Company”), and EMPLOYEE NAME. (“Grantee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 2024 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of the date set forth on the Company’s signature page hereto (the “Effective Date”) between Lucid Diagnostics Inc., a Delaware corporation (the “Company”), and the persons who have executed a signature page hereto (each, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, capitalized terms have the meanings ascribed to them in Section 1 of this Agreement. This Agreement is Exhibit B in a package of documents (the “Subscription Package”) delivered by the Company in connection with the solicitation of subscriptions in the Offering.
AMENDMENT TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 7th, 2021 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus
Reference is made to the Management Services Agreement (as amended from time to time, the “Agreement”; capitalized terms used but not defined herein have the meaning ascribed to them in the Agreement), dated as of May 12, 2018, by and between PAVmed Inc., a Delaware corporation (“PAVmed”) and Lucid Diagnostics Inc., a Delaware corporation (“Customer”).
NINTH AMENDMENT TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • August 12th, 2024 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus
Reference is made to the Management Services Agreement (as amended from time to time, the “Agreement”; capitalized terms used but not defined herein have the meaning ascribed to them in the Agreement), dated as of May 12, 2018, by and between PAVmed Inc., a Delaware corporation (“PAVmed”) and Lucid Diagnostics Inc., a Delaware corporation (“Lucid Diagnostics”).
SEVENTH AMENDMENT TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • May 15th, 2023 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus
Reference is made to the Management Services Agreement (as amended from time to time, the “Agreement”; capitalized terms used but not defined herein have the meaning ascribed to them in the Agreement), dated as of May 12, 2018, by and between PAVmed Inc., a Delaware corporation
AMENDED AND RESTATED license agreementAmended and Restated License Agreement • October 1st, 2021 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus • Ohio
This Amended and Restated License Agreement (hereinafter “Agreement”) entered into as of this 23rd day of August 2021 (“A&R Effective Date”) by and between Case Western Reserve University, an Ohio non-profit corporation, having a principal place of business at 10900 Euclid Avenue, Cleveland, Ohio 44106 (“CWRU”) and Lucid Diagnostics Inc., a Delaware corporation, having a principal place of business at One Grand Central Place, Suite 4600, New York, NY 10165 (“Licensee”). Upon the A&R Effective Date, this Agreement shall amend and restate in its entirety the Existing License Agreement, which existing agreement shall thereafter be of no force and effect.
VOTING AGREEMENT AND STOCKHOLDER CONSENTVoting Agreement and Stockholder Consent • March 24th, 2023 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus • New York
VOTING AGREEMENT, dated as of March 21, 2023 (this “Agreement”), by and between Lucid Diagnostics Inc., a Delaware corporation with offices located at 360 Madison Avenue, 25th Floor, New York, NY 10017 (the “Company”) and PAVmed Inc., a Delaware corporation with offices located at 360 Madison Avenue, 25th Floor, New York, NY 10017 (the “Stockholder”).
EXHIBIT A SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENTSubscription Agreement • July 12th, 2024 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus • New York
PATENT LICENSE AGREEMENT PAVmed Inc. – Lucid Diagnostics Inc.Patent License Agreement • October 1st, 2021 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus • New York
This Agreement (hereinafter the “Agreement”) entered into as of this May 20, 2019 (“Effective Date”) by and between PAVmed Inc., a Delaware corporation with offices located at One Grand Central Place, Suite 4600, New York, NY 10165 (“Licensor”) and its subsidiary, Lucid Diagnostics Inc., a Delaware corporation, having a principal place of business at One Grand Central Place, Suite 4600, New York, NY 10165 (“Licensee”).
FOURTH AMENDMENT TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 7th, 2021 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus
Reference is made to the Management Services Agreement (as amended from time to time, the “Agreement”; capitalized terms used but not defined herein have the meaning ascribed to them in the Agreement), dated as of May 12, 2018, by and between PAVmed Inc., a Delaware corporation (“PAVmed”) and Lucid Diagnostics Inc., a Delaware corporation (“Customer”).
SIXTH AMENDMENT TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • December 2nd, 2022 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus
Reference is made to the Management Services Agreement (as amended from time to time, the “Agreement”; capitalized terms used but not defined herein have the meaning ascribed to them in the Agreement), dated as of May 12, 2018, by and between PAVmed Inc., a Delaware corporation (“PAVmed”) and Lucid Diagnostics Inc., a Delaware corporation (“Lucid Diagnostics”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 3rd, 2022 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of February 25, 2022 (the “Execution Date”), by and between LucidDx Labs Inc., a Delaware corporation (“Buyer”) and Lucid Diagnostics Inc., a Delaware corporation (“Buyer Parent”), on the one hand, and ResearchDx, Inc., a California corporation (“Seller”), on the other hand. Buyer, Buyer Parent and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties” to this Agreement. The capitalized terms used herein and not otherwise defined herein have the meanings given to such terms as set forth in Appendix A hereto.
Management Services AgreementManagement Services Agreement • March 3rd, 2022 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus • New York
THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of February 25, 2022 (the “Effective Date”) is entered into by and between ResearchDx, Inc., a California corporation, (“Consultant”) and LucidDx Labs Inc., a Delaware corporation (“Company”). Consultant and Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties” to this Agreement.
EIGHTH AMENDMENT TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 25th, 2024 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus
Reference is made to the Management Services Agreement (as amended from time to time, the “Agreement”; capitalized terms used but not defined herein have the meaning ascribed to them in the Agreement), dated as of May 12, 2018, by and between PAVmed Inc., a Delaware corporation (“PAVmed”) and Lucid Diagnostics Inc., a Delaware corporation (“Lucid Diagnostics”).
EXCHANGE AGREEMENTExchange Agreement • March 14th, 2024 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus • New York
This EXCHANGE AGREEMENT (this “Agreement”) is dated as of the date set forth on the Company’s signature page hereto, by and among Lucid Diagnostics Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Tranche 1 Preferred”), and/or Series A-1 Convertible Preferred Stock, par value $0.001 per share (the “Series A Tranche 2 Preferred”), and together with the Series A Preferred, the “Series A Preferred”). Certain capitalized terms used herein have the meanings ascribed to them in Section 1.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 24th, 2023 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 21, 2023, is by and among Lucid Diagnostics Inc., a Delaware corporation with offices located at 360 Madison Avenue, 25th Floor, New York, NY 10017 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
SECOND AMENDMENT TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 7th, 2021 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus
Reference is made to the Management Services Agreement (as amended from time to time, the “Agreement”; capitalized terms used but not defined herein have the meaning ascribed to them in the Agreement), dated as of May 12, 2018, by and between PAVmed Inc., a Delaware corporation (“PAVmed”) and Lucid Diagnostics Inc., a Delaware corporation (“Customer”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 25th, 2024 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus
Reference is made to the Employment Agreement (as amended from time to time, the “Agreement”; capitalized terms used but not defined herein have the meaning ascribed to them in the Agreement), dated as of March 21, 2022, by and between Lucid Diagnostics Inc., a Delaware corporation (“Company”) and Shaun O’Neil (“Executive”).
FIFTH AMENDMENT TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 14th, 2023 • Lucid Diagnostics Inc. • Surgical & medical instruments & apparatus
Reference is made to the Management Services Agreement (as amended from time to time, the “Agreement”; capitalized terms used but not defined herein have the meaning ascribed to them in the Agreement), dated as of May 12, 2018, by and between PAVmed Inc., a Delaware corporation (“PAVmed”) and Lucid Diagnostics Inc., a Delaware corporation (“Customer”).
