0001493152-23-007624 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities 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”).

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SECURITY AND PLEDGE AGREEMENT
Security 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”).

GUARANTY
Guaranty • 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).

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