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)).
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.
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”).
