THIS AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (the Agreement) is made as of the twelfth of June, 2019, by and among Acutus Medical, Inc., a Delaware corporation (the Company), and the investors listed on Schedule A hereto, each of which is herein referred to as an Investor and collectively as the Investors.
WHEREAS, the Company and certain of the Investors (the Prior Investors) holding shares of the Companys Series A Preferred Stock, par value $0.001 per share (the Series A Preferred Stock), Series B Preferred Stock, par value $0.001 per share (the Series B Preferred Stock), and/or Series C Preferred Stock, par value $0.001 per share (the Series B Preferred Stock) previously entered into an Amended and Restated Investors Rights Agreement, dated March 14, 2016 (as further amended pursuant to an amendment dated June 7, 2018, the Prior Agreement);
WHEREAS, the Company and certain of the Investors (the New Investors) are parties to that certain Series D Preferred Stock Purchase Agreement of even date herewith (the Series D Purchase Agreement); and
WHEREAS, in order to induce the New Investors to purchase the Companys Series D Preferred Stock, par value $0.001 per share (the Series D Preferred Stock, and collectively with the Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock the Preferred Stock), and invest funds in the Company pursuant to the Series D Agreement, the Company and the Prior Investors desire to amend and restate the Prior Agreement as set forth herein, and the Investors and the Company hereby agree that this Agreement shall govern the rights of the Investors to cause the Company to register shares of Common Stock, par value $0.001 per share (the Common Stock), issued or issuable to them and certain other matters as set forth herein;
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Registration Rights. The Company covenants and agrees as follows:
1.1 Definitions. For purposes of this Agreement:
(a) The term Act means the Securities Act of 1933, as amended.
(b) The term Affiliate means, with respect to any specified entity, any other entity which, directly or indirectly, controls, is controlled by, or is under common control with such specified entity, including, without limitation, any general partner, officer, director or manager of such person and any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, is under common investment management with, shares the same management or advisory company with or is otherwise affiliated with such entity.
(c) The term Common Holders has the meaning ascribed to such term in the Co-Sale Agreement.