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”).
GUARANTYSeaStar Medical Holding Corp • November 4th, 2022 • 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and to the extent for any reason any amount at any time paid on account of any Note Indebtedness guaranteed hereby is rescinded or must otherwise be restored by Lender, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not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 The determination as to whether any amount so paid must be rescinded or restored shall be made by Lender in its sole discretion; provided however, that if Lender chooses to contest any such matter at the request of Guarantor,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
INTERCREDITOR AGREEMENTIntercreditor Agreement • November 4th, 2022 • SeaStar Medical Holding Corp • Surgical & medical instruments & apparatus • New York
This INTERCREDITOR AGREEMENT (this “Agreement”) is made as of October 28, 2022 (the “Effective Date”), by and among Maxim Group LLC, a New York limited liability company (“Maxim”), LM Funding America, Inc., a Delaware corporation (“LMFA”), LMFAO Sponsor, LLC, a Florida limited liability company (“Sponsor”, and together with LMFA and Maxim, the “Creditors” and each, a “Creditor”), SeaStar Medical, Inc., a Delaware corporation (“SeaStar”) and SeaStar Medical Holding Corporation, a Delaware corporation (“Parent” and, together with SeaStar, the “Company”).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • November 4th, 2022 • SeaStar Medical Holding Corp • Surgical & medical instruments & apparatus • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of October 28, 2022 (the “Effective Time”), by and among SeaStar Medical Holding Corporation, a Delaware corporation (f/k/a LMF Acquisition Opportunities, Inc.) (the “Company”) and LMFAO Sponsor, LLC, a Florida limited liability company (the “Sponsor”). Capitalized terms used but not otherwise defined in this Agreement have the respective meanings given to them in the Merger Agreement (as defined below).
Tumim Stone Capital LLC New York, NY 10005 Attention: Maier Joshua Tarlow Re: Common Stock Purchase Agreement Ladies and Gentlemen:Letter Agreement • November 4th, 2022 • SeaStar Medical Holding Corp • Surgical & medical instruments & apparatus
This letter (the “Letter Agreement”) is entered into as of October 28, 2022, and confirms our agreement to amend that certain Common Stock Purchase Agreement, dated as of August 23, 2022 (the “Purchase 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”). Capitalized terms used and not expressly defined herein shall have the meanings for such terms set forth in the Purchase Agreement.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 4th, 2022 • SeaStar Medical Holding Corp • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated October 28, 2022 is entered into by and between SEASTAR MEDICAL, INC., a Delaware corporation (the “Borrower”), and LM FUNDING AMERICA, INC. (the “Lender”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AND WAIVER OF LOCK-UP PERIODRegistration Rights Agreement • November 4th, 2022 • SeaStar Medical Holding Corp • Surgical & medical instruments & apparatus • Delaware
This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AND WAIVER OF LOCK-UP PERIOD (this “Amendment”), dated as of October 25, 2022, amends that certain Amended and Restated Registration Rights Agreement, dated April 21, 2022 (the “Registration Rights Agreement”), by and among LMF Acquisition Opportunities, Inc., a Delaware corporation (the “Company”), and the investors listed on the signature pages thereto (individually, an “Investor” and collectively, the “Investors”).
