1,750,000 Shares IRADIMED CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • July 10th, 2014 • Iradimed Corp • Surgical & medical instruments & apparatus • California
Iradimed Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I attached hereto (the “Underwriters”, or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as representative (the “Representative”), an aggregate of 1,750,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.0001 ( “Common Stock”), and the Underwriter’s Warrants, as defined below, on the terms as described in the Prospectus, as defined below. The Company has granted the Underwriters the option to purchase an aggregate of up to 262,500 additional shares of Common Stock (the “Option Shares”) as may be necessary to cover over-allotments made in connection with the offering (the Firm Shares and the Option Shares are herein collectively called the “Underwritten Shares”). The Underwriter’s Warrants and the Warrant Shares, each as defined herein, and the Underwritten Shares
IRADIMED CORPORATION WARRANT TO PURCHASE COMMON STOCKSecurities Agreement • July 10th, 2014 • Iradimed Corp • Surgical & medical instruments & apparatus • California
Iradimed Corporation, a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Roth Capital Partners, LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the one year anniversary of the effective date of the Registration Statement for the initial public offering of the Company’s securities (the “Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined in Section 15 below), [ ( )] fully paid nonassessable shares of Common Stock (the “Warrant Shares”). This Warrant and the underlying
