REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 28th, 2021 • LMF Acquisition Opportunities Inc • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 25, 2021, is made and entered into by and among LMF Acquisition Opportunities, Inc., a Delaware corporation (the “Company”), Maxim Partners LLC (“Maxim”) and LMFAO Sponsor, LLC, a Florida limited liability company (the “Sponsor,” together with Maxim and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENTWarrant Agreement • January 28th, 2021 • LMF Acquisition Opportunities Inc • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 25, 2021, is by and between LMF Acquisition Opportunities, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 28th, 2021 • LMF Acquisition Opportunities Inc • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 25, 2021, by and between LMF Acquisition Opportunities, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
9,000,000 Units LMF Acquisition Opportunities, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • January 28th, 2021 • LMF Acquisition Opportunities Inc • Blank checks • New York
The undersigned, LMF Acquisition Opportunities, Inc., a Delaware corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
LMF Acquisition Opportunities, Inc. Tampa, Florida 33606Securities Subscription Agreement • January 8th, 2021 • LMF Acquisition Opportunities Inc • Blank checks • New York
This agreement (the “Agreement”) is entered into on November 6, 2020 by and between LMFAO Sponsor, LLC, a Florida limited liability company (the “Subscriber” or “you”), and LMF Acquisition Opportunities, Inc., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,156,250 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 281,250 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 30th, 2024 • SeaStar Medical Holding Corp • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January ____, 2024, between SeaStar Medical Holding Corporation, 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”).
INDEMNITY AGREEMENTIndemnification Agreement • January 19th, 2021 • LMF Acquisition Opportunities Inc • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [____], 2021, by and between LMF Acquisition Opportunities, Inc., a Delaware corporation (the “Company”), and [____] (“Indemnitee”).
January 25, 2021 LMF Acquisition Opportunities, Inc. Tampa, FL 33606Underwriting Agreement • January 28th, 2021 • LMF Acquisition Opportunities Inc • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among LMF Acquisition Opportunities, Inc., a Delaware corporation (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 10,350,000 of the Company’s units (including up to 1,350,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each warrant (a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S
SERIES A COMMON STOCK PURCHASE WARRANT SEASTAR MEDICAL HOLDING CORPORATIONWarrant Agreement • January 30th, 2024 • SeaStar Medical Holding Corp • Surgical & medical instruments & apparatus
THIS SERIES A 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 Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SeaStar Medical Holding Corporation, 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).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT SEASTAR MEDICAL HOLDING CORPORATIONPre-Funded Common Stock Purchase Warrant • January 30th, 2024 • SeaStar Medical Holding Corp • Surgical & medical instruments & apparatus
THIS PRE-FUNDED 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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from SeaStar Medical Holding Corporation, 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).
COMMON STOCK PURCHASE WARRANT SeaStar Medical Holding CorporationCommon Stock Purchase Warrant • July 11th, 2024 • SeaStar Medical Holding Corp • Surgical & medical instruments & apparatus
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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 11, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SeaStar Medical Holding Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 19th, 2021 • LMF Acquisition Opportunities Inc • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021, by and between LMF Acquisition Opportunities, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • August 21st, 2024 • SeaStar Medical Holding Corp • Surgical & medical instruments & apparatus • New York
SeaStar Medical Holding Corporation, 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:
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 30th, 2024 • SeaStar Medical Holding Corp • Surgical & medical instruments & apparatus • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 11th, 2024 • SeaStar Medical Holding Corp • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 10, 2024, between SeaStar Medical Holding Corporation, 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”).
WARRANT AGREEMENTWarrant Agreement • August 24th, 2022 • LMF Acquisition Opportunities Inc • Surgical & medical instruments & apparatus • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2022, is by and between LMF Acquisition Opportunities, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT SeaStar Medical Holding CorporationPlacement Agent Common Stock Agreement • July 11th, 2024 • SeaStar Medical Holding Corp • Surgical & medical instruments & apparatus
THIS PLACEMENT AGENT 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 10, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SeaStar Medical Holding Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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). This Warrant is issued pursuant to that certain engagement letter, dated as of May 17, 2024, by and between the Company and H.C. Wainwright & Co., LLC.
The purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Seller and the Target on the Trade Date specified below. The term “Counterparty” refers to (a) LMF...Otc Equity Prepaid Forward Transaction • October 27th, 2022 • LMF Acquisition Opportunities Inc • Surgical & medical instruments & apparatus
This Confirmation, together with the Pricing Date Notice, evidences a complete binding agreement between Seller, LMF, Target and Counterparty as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 26th, 2022 • LMF Acquisition Opportunities Inc • Blank checks • Delaware
This Amended and Restated Registration Rights Agreement (this “Agreement”) is entered into on April 21, 2022, by and among LMF Acquisition Opportunities, Inc., a Delaware corporation (the “Company”), and the undersigned parties listed on the signature pages hereto (each, an “Investor” and, collectively, the “Investors”) and will be effective as of the Effective Time (as defined in the Merger Agreement (as defined below)).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 24th, 2022 • LMF Acquisition Opportunities Inc • Surgical & medical instruments & apparatus • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 23, 2022, is by and among Tumim Stone Capital LLC, a Delaware limited liability company (the “Investor”), LMF Acquisition Opportunities, Inc., a Delaware blank check company established for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (“LMFAO”), and SeaStar Medical, Inc., a Delaware corporation (“SeaStar Medical”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • January 28th, 2021 • LMF Acquisition Opportunities Inc • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 25, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between LMF Acquisition Opportunities, Inc., a Delaware corporation (the “Company”), and LMFAO Sponsor, LLC, a Florida limited liability company (the “Purchaser”).
SECURITY AGREEMENTSecurity Agreement • November 4th, 2022 • SeaStar Medical Holding Corp • Surgical & medical instruments & apparatus • Florida
THIS SECURITY AGREEMENT dated as of October 28, 2022 (as amended, restated, or otherwise modified from time to time, this “Agreement”), is made by SEASTAR MEDICAL, INC., a Delaware corporation (the “Subsidiary”) and SEASTAR MEDICAL HOLDING CORPORATION, a Delaware corporation (the “Borrower” and, together with the Subsidiary, the “Borrower Parties”), to, and for the benefit of, LMFAO Sponsor, LLC, a Florida limited liability company (the “Secured Party”).
LICENSE AGREEMENT University of Michigan File 3718License Agreement • May 16th, 2022 • LMF Acquisition Opportunities Inc • Blank checks
This Agreement is effective as of October 16, 2007 (the “Effective Date”), between Nephrion (“LICENSEE”) having the address in Article 13 below, and the Regents of the University of Michigan, a constitutional corporation of the State of Michigan (“MICHIGAN”). LICENSEE and MICHIGAN agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 16th, 2023 • SeaStar Medical Holding Corp • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 15, 2023, between SeaStar Medical Holding Corporation, a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).
FORM OF AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 24th, 2022 • LMF Acquisition Opportunities Inc • Surgical & medical instruments & apparatus • Colorado
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of _______, 2022 by and between SeaStar Medical Holding Corporation (the “Company”), and Eric Schlorff (“Executive”).
CYTOPHERX, INC. WARRANT TO PURCHASE PREFERRED STOCK No. [•] [•]Warrant Agreement • May 16th, 2022 • LMF Acquisition Opportunities Inc • Blank checks • Delaware
THIS CERTIFIES THAT, for value received, [•], with its principal office at [•], or assigns (the “Holder”), is entitled to subscribe for and purchase from CYTOPHERX, INC., a Delaware corporation, with its principal office at 401 West Morgan Road, Ann Arbor, MI 48108 (the “Company”) Exercise Shares at the Exercise Price (each as defined below and each subject to adjustment as provided herein). This Warrant is being issued as one of a series of warrants (the “Warrants”) pursuant to the terms of the Note and Warrant Purchase Agreement, dated [•], as amended, by and among the Company and the Purchasers named therein (the “Purchase Agreement”). Unless indicated otherwise, the aggregate number of Exercise Shares that Holder may purchase by exercising this warrant is equal to (a) one hundred percent (100%), multiplied by (B) such Holder’s Supplemental Warrant Coverage Amount (as defined in the Purchase Agreement), divided by (C) the Conversion Price (as defined in the Supplemental Notes), subj
RE: PIPE Commitment Dear Messrs. Rodgers & Schlorff:Pipe Commitment • April 26th, 2022 • LMF Acquisition Opportunities Inc • Blank checks
We refer to a proposed merger and business combination transaction contemplated under that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among LMF Acquisition Opportunities, Inc., a Delaware corporation (“Acquiror”), LMF Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Acquiror (“Merger Sub”) and SeaStar Medical, Inc. (the “Company”), pursuant to which Merger Sub will merge with and into the Company, with the Company being the surviving corporation of the Merger and a wholly owned subsidiary of Acquiror (the “Proposed Transaction”). After the execution of the Merger Agreement, Acquiror will offer and enter into subscriptions for Acquiror Class A Common Stock in a private investment in public equity to certain accredited investors that is to close immediately prior to the closing of the Proposed Transaction (“PIPE Transaction”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • April 26th, 2022 • LMF Acquisition Opportunities Inc • Blank checks
This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of April 21, 2022, is entered into by and between LMF Acquisition Opportunities, Inc., a Delaware corporation (“Acquiror”), SeaStar Medical, Inc., a Delaware corporation (the “Company”) and the undersigned stockholder (the “Stockholder” and, together with Acquiror and the Company, each a “Party” and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Agreement and Plan of Merger, dated as of April 21, 2022 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Acquiror and LMF Merger Sub, Inc., a Delaware corporation (“Merger Sub”).
AGREEMENT AND PLAN OF MERGER by and amongMerger Agreement • April 26th, 2022 • LMF Acquisition Opportunities Inc • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 21, 2022, by and among LMF Acquisition Opportunities, Inc., a Delaware corporation (“Acquiror”), LMF Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Acquiror (“Merger Sub”), and SeaStar Medical, Inc., a Delaware corporation (the “Company”). Acquiror, Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
SHARE ISSUANCE AND SETTLEMENT AGREEMENTShare Issuance and Settlement Agreement • August 14th, 2023 • SeaStar Medical Holding Corp • Surgical & medical instruments & apparatus
dated as of June 6, 2023, by and between SeaStar Medical Holding Corporation (the “Company”) and Vellar Opportunity Fund SPV LLC - Series 4 (“Vellar”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • April 26th, 2022 • LMF Acquisition Opportunities Inc • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of April 21, 2022, is entered into by and among LMFAO Sponsor, LLC, a Florida limited liability company (the “Sponsor”), LMF Acquisition Opportunities, Inc., a Delaware corporation (“Acquiror”) and SeaStar Medical, Inc., a Delaware corporation (the “Company” and, together with Acquiror and the Sponsor, each a “Party” and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Agreement and Plan of Merger, dated as of April 21, 2022 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Acquiror and LMF Merger Sub, Inc., a Delaware corporation (“Merger Sub”).
COMMON STOCK PURCHASE AGREEMENT Dated as of August 23, 2022 by and among LMF ACQUISITION OPPORTUNITIES, INC. SEASTAR MEDICAL, INC. and TUMIM STONE CAPITAL LLCCommon Stock Purchase Agreement • August 24th, 2022 • LMF Acquisition Opportunities Inc • Surgical & medical instruments & apparatus • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of August 23, 2022 (as it may be amended at or prior to the Closing hereunder, this “Agreement”), by and among Tumim Stone Capital LLC, a Delaware limited liability company (the “Investor”), LMF Acquisition Opportunities, Inc., a Delaware blank check company established for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (“LMFAO”), and SeaStar Medical, Inc., a Delaware corporation (“SeaStar Medical”).
GUARANTYGuaranty • November 4th, 2022 • SeaStar Medical Holding Corp • Surgical & medical instruments & apparatus • Florida
Guarantor agrees that any payment of any Note Indebtedness or other act which shall toll any statute of limitations applicable thereto shall similarly operate to toll such statute of limitations applicable to Guarantor’s liability hereunder. The liability of Guarantor hereunder shall be reinstated and revived and the rights of Lender shall continue if and to the extent for any reason any amount at any time paid on account of any Note Indebtedness guaranteed hereby is rescinded or must otherwise be restored by Lender, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid. The determination as to whether any amount so paid must be rescinded or restored shall be made by Lender in its sole discretion; provided however, that if Lender chooses to contest any such matter at the request of Guarantor, Guarantor agrees to indemnify and hold Lender harmless from and against all costs and expenses, including reasonable atto
SEASTAR MEDICAL, INC. TRANSACTION BONUS AGREEMENTTransaction Bonus Agreement • July 11th, 2022 • LMF Acquisition Opportunities Inc • Surgical & medical instruments & apparatus • Delaware
This Transaction Bonus Agreement (this “Agreement”) is made as of December 23, 2021 by and between SeaStar Medical, Inc., a Delaware corporation (the “Company”), and Caryl Baron (“Employee”).
SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 3rd, 2024 • SeaStar Medical Holding Corp • Surgical & medical instruments & apparatus
This Second Amendment to Securities Purchase Agreement (this “Amendment”) dated as of December 11, 2023 (the “Effective Date”) is entered into by and between SeaStar Medical Holding Corporation, a Delaware corporation (the “Company”), and 3i, LP, a Delaware limited partnership (the “Purchaser”).
