Feasibility and Development Agreement, by and between Biotronik SE & Co. KG and Acutus Medical, Inc

Acutus Medical, Inc.

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Acutus has developed, manufactures and distributes, inter alia, a portfolio of electrophysiology products for cardiac mapping and radiofrequency ablation therapy, including pursuant to the License and Distribution Agreement (as defined below) between the Parties. Acutus also distributes certain related products of Biotronik under the Bio Products Distribution Agreement (as defined below) between the Parties.

Biotronik has developed and manufactures, inter alia, a portfolio of electrophysiology products for cardiac mapping and radiofrequency ablation therapy and, in addition to distribution of its own products, is distributing cardiac mapping products of Acutus pursuant to the ACM Products Distribution Agreement (as defined below). Furthermore, Biotronik has developed and is operating the Home Monitoring^® System which is remote monitoring technology and service available for Biotronik’s implantable cardiac devices.

Biotronik and Acutus are entering into the present Agreement (as defined below) in order to evaluate and, to the extent mutually agreed, pursue development of hardware, software and IT infrastructure to implement the Qubic Connect System (as defined below). The Parties expect that work under this Agreement will consist of a Phase 1a, a Phase 1b and, to the extent mutually desired by the Parties, a Phase 2, all as defined and more particularly set forth below.

As a condition to completing the evaluation and development under this Agreement, and as a condition of availability of data to, and use of data by, both Parties, the Parties would enter into one or more additional services and/or data sharing agreements (“Ancillary Agreement(s)”) promptly after the Effective Date that set forth, among other things, (i) the terms under which Biotronik would provide the Remote Screen Share Service, Remote Update Service, and Data Delivery Service (each as defined below) to Acutus and its designees and (ii) the rights and obligations of each Party with regard to data and Personal Data (as defined below).

Definitions and Interpretation

The capitalized terms set out in Annex 1(a) have the meanings set forth in that Annex, whether used in the singular or plural form.

The words “includes”, “including”, “in particular”, “such as” and “inter alia” and the examples given in the Agreement are to be construed without limitation.

Obligations on a Party to provide information or notification to the other Party will be construed to mean “without undue delay”, unless agreed otherwise.

References to a person include an individual, a body corporate, an unincorporated association of persons, government, state, state agency, corporation, association or partnership.

References to “days” mean calendar days unless specified to be Business Days.

References to a Party in this Agreement include references to the successors or permitted assigns of that Party.

A document is a reference to that document as modified or replaced from time to time.

Any reference to an enactment (which includes any legislation in any relevant jurisdictions) includes references to (i) that enactment as re-enacted, amended, extended or applied by or under any other enactment (before, on or after the Effective Date); (ii) any enactment which that enactment re-enacts (with or without modification); and (iii) any subordinate legislation made (before, on or after the Effective Date) under that enactment, as re-enacted, amended, extended or applied as described; (iv) any enactment, statute, legislation or law in any relevant jurisdictions.

The Parties acknowledge that this Agreement has been individually negotiated, and each had the opportunity to consult with independent counsel of their own choice. They have entered into this Agreement based on their own judgment and not on any promises or representations other than those contained in the Agreement. This Agreement will be construed as a whole, according to its fair meaning, and not in favor of or against any Party.

Feasibility and Development Work

Phases 1 and 2 of the Development Work

Each Party shall use Commercially Reasonable Efforts to perform and complete its responsibilities for Phase 1a of the Development Program in accordance with this Agreement, the Statement of Work and the Lastenheft commencing upon the Effective Date.

Starting no later than thirty (30) days after Biotronik and Acutus have agreed in writing upon the Statement of Work for those portions of the Qubic Connect System to be completed under Phase 1a of the Development Program, Biotronik and Acutus will discuss and attempt to agree upon whether or not Phase 1b and Phase 2 of the Development Program will be performed under this Agreement. Acutus will decide whether or not Acutus desires to proceed with each of Phases 1b and 2 of the Development Program no later than deadline for such decision (the “Phase Option Deadline”), which are defined as follows: The Phase Option Deadline for Phase 1b is June 30, 2021, and the Phase Option Deadline for Phase 2 is December 31, 2021. Acutus will be deemed to have elected to participate only in Phase 1a of the Development Program except to the extent Acutus notifies

To the extent Acutus has provided a Phase Exercise Notice to Biotronik prior to the respective Phase Option Deadline, then each Party will also use Commercially Reasonable Efforts to perform and complete its responsibilities in accordance with this Agreement, the SOW and the Lastenheft for the Phase of the Development Program for which Acutus provided such notice. Except to the extent Acutus has provided a Phase Exercise Notice for Phase 1b and/or Phase 2, Acutus shall, notwithstanding anything to the contrary, have no obligations with regard to Phases 1b or 2 of the Development Program, whether for funding or otherwise, beyond the discussions contemplated in Section 2.1(b). If Acutus does not provide the Phase Exercise Notice to Biotronik for Phase 2, however, Biotronik may nonetheless complete Phase 1a, if not completed at the respective Phase Option Deadline, and perform Phase 2 of the Development Program at its own cost and expense to the extent Biotronik is able to do so independently of and without assistance, intellectual property or resources of Acutus; provided that Biotronik shall not make a remote screen share solution or a data delivery service available for any Acutus product, which would require a technical change of (e.g., an additional software installation on) such Acutus product, except to the extent mutually agreed by the Parties in a subsequent Ancillary Agreement signed by both Parties.

Collection of Input from the Parties

Lastenheft

Statement of Work

Obligation For Biotronik to Make Know-How Available on the Shared Drive.

Biotronik shall deposit and maintain on the Shared Drive, commencing no later than the Effective Date, the documentation and information concerning the Qubic

Biotronik shall cause Annex 2.5(b) to, at all times commencing on the Effective Date, include a bill of materials, including name of vendors, for all hardware and software (including firmware) that has been used for the prototype of the Qubic Connect Device; identifies (by part number and vendor) all such hardware and software components that are available “off the shelf”, and identifies the extent to which any such hardware or software components have been or are being customized in order to complete Phases 1 and 2 of the Development Program.

Additional Terms Governing Performance of Feasibility and Development Activities

Budgets and Timing.

Standard of Performance.

Personnel.

Success Not Guaranteed.

Ancillary Agreement Terms.

Changes to the Development Program

The Statement of Work and the Lastenheft shall be modified solely as mutually agreed by the Parties in writing in accordance with Sections 3 and 4 of this Agreement, provided that Biotronik shall not be required to reflect such agreement between the Parties in Biotronik’s engineering document systems (i.e., Biotronik’s official engineering documents will not display Acutus’ signature), so that Acutus is not included in Biotronik’s guided design process. Biotronik shall use Commercially Reasonable efforts to accommodate Acutus’ requests for functions, features and changes and to avoid and minimize impact on timelines and budgets. For clarity, except as may otherwise be provided in this Agreement (including the SOW and the Lastenheft) or an Ancillary Agreement and without granting any rights, licenses or authorizations, Biotronik retains sole control of all aspects of the Bio Products; and Acutus retains sole control of all aspects of the ACM Products.

Subject to the foregoing, each Party shall reasonably notify the Project Lead of the other in writing and consult with the other if it desires any changes to the Lastenheft or Statement of Work (the “Requesting Party”).    The Requesting Party will describe in such notice the changes being requested. To the extent desired by

Records; Inspection

Biotronik shall keep true, accurate and complete records of all work done and results achieved in assessing the feasibility, performing development and otherwise in furtherance of the Qubic Connect System, including records sufficient to establish and document the amounts payable by Acutus to Biotronik, the sufficiency and accuracy of information deposited on the Shared Drive, and compliance by Biotronik with its other obligations under this Agreement.    Such records shall document in reasonable detail the FTE hours incurred by Biotronik in performing the Development Program; all other costs and expenses for which Biotronik submits an invoice to Acutus, including a reasonable description of the applicable task; and reasonable substantiation of the cost or expense (e.g., receipts for all out of pocket costs and expenses to be reimbursed). For clarity, Biotronik is not required by this Section 3.7(a) to create records for activities occurring prior to the Effective Date beyond those records created in the ordinary course of performing the applicable work, but is required by this Section 3.7 to maintain all documentation and records that were in fact created.

All such books and records shall be kept reasonably accessible for at least five (5) years following the end of the Calendar Year to which they pertain and shall be made available for inspection throughout such five (5) year period by an independent Third Party auditor selected by Acutus for such purposes. Such inspections may be made no more than once each Calendar Year, provided that if a non-compliance is identified by an audit in the amounts invoiced to Acutus or with another obligation, then an additional audit for the applicable Calendar Year may be conducted. Each audit shall be during the normal business hours of Biotronik upon ten (10) days advance notice. The auditing Party shall bear the

Biotronik shall create written reports in the format set forth in Annex 3.7(c) of the quarterly overall working hours of all Project Personnel, and of all out of pocket and other costs and expenses for which Biotronik will submit an invoice to Acutus, subdivided for hardware development, software development, and project administration to allow better cost control, and shall provide Acutus with such written reports within thirty (30) days after the end of each Calendar Quarter showing in reasonable detail all amounts for which Acutus is receiving an invoice and how all such amounts apply to the budgets and activities set forth in the Statement of Work.

Both Parties shall be independently responsible for development and keeping of records for their EP devices which are changed or adapted under this Development Program to allow connectivity via the Qubic Connect Device, inter alia to allow compliance with regulatory and quality requirements and to allow the Parties to obtain Marketing Authorization Approvals for their respective EP devices for which they are the respective Manufacturer of Record.

Collaboration, Governance

Project Leads and Alignment between the Parties

Within thirty (30) days following the Effective Date each Party will determine a single person having a general understanding of development and commercialization issues to act as its project leader for the Development Program under this Agreement (each, a “Project Lead”). Subject to compliance with its obligations under this Agreement, each Party may replace its Project Lead at any time by reasonable advance written notice to the other Party of not less than thirty (30) days. The Project Leads shall be primary point of contact between the Parties for the day-to-day operations of the Development Program and shall consult and attempt to enable alignment between the Parties regularly, which shall inter alia include the following responsibilities:

facilitating the flow of information and otherwise promoting communication, coordination, and collaboration between the Parties;

coordinating the various functional representatives of each Party, as appropriate, in developing and executing strategies and plans for the specific development task;

providing a single point of communication for seeking consensus both internally within the respective Party’s organization and between the Parties regarding key strategy and planning issues;

assisting the integration of teams across functional areas;

assisting any Subcommittee (as defined hereinafter) in identifying and raising cross-Party and/or cross-functional disputes in a timely manner; and

performing such other functions as directed by the JSC (as defined hereinafter).

The Parties’ Project Leads shall meet virtually, or when necessary in person, whenever needed but at least monthly, to review the progress of the Development Program and attempt to align on open issues and next tasks of the Parties. This alignment effort includes inter alia the Development Program status, costs and time schedule.

These monthly meetings shall be covered by meeting minutes which will be deemed approved by both Project Leads unless a Project Lead objects to the accuracy of such minutes within ten (10) Business Days of receipt. The meeting minutes shall be made available via shared drive for both Parties. Any changes to the Statement of Work or Lastenheft, to the extent expressly approved and defined in the meeting minutes (including by attaching the mutually agreed version of the revised documents) will be binding on both Parties; it being acknowledged that under no circumstances shall the meeting minutes be construed to amend or modify the terms of this Agreement or to impose any other obligations on either Party beyond such express, unambiguous amendments of the Statement of Work and Lastenheft. While approved meeting minutes will otherwise be considered as being confirmed by each Party as an accurate summary of meetings, the minutes will not be contractually binding upon either Party except for such clear written amendments to the Statement of Work and Lastenheft.

Joint Steering Committee

Composition and Meetings.

The Parties shall establish a joint steering committee (the “Joint Steering Committee” or “JSC”) or use an existing steering committee already established between the Parties that will monitor and oversee the Parties’ activities under this Agreement, and facilitate communications between the Parties with respect to such activities which go beyond the questions and alignment addressed and solved by the respective Project Leads of the Parties.

Acutus and Biotronik shall have the right to appoint three (3) representatives to the JSC, each of whom shall have sufficient seniority within the applicable Party to make decisions arising within the scope of the JSC’s responsibilities and one (1) of which shall be the Party’s Project Lead. The initial representatives each of Acutus and Biotronik to the JSC are listed in Annex 4.2(b) as of the Effective Date. The JSC may change its size from time to time by mutual consent of its members; provided, however, that the JSC shall at all times consist of an equal number of representatives from Biotronik and Acutus. The JSC may invite non-members (including consultants and advisors of a Party who are under an obligation of confidentiality consistent with this Agreement) to participate in the discussions and meetings of the JSC.

Responsibilities

discuss, facilitate, and coordinate the exchange of information between the Parties;

align on the development of the of the Qubic Connect Device and other portions of the Qubic Connect System pursuant to Statement of Work and the terms of this Agreement;

discuss and review the proposal on how to develop and establish a common legal process to allow and manage worldwide connection connectivity and transfer of information within the Qubic Connect System, including discussing and reviewing data from feasibility trials of connectivity between the EP devices of the Parties;

resolution of matters presented to it and disputes raised to it by any Subcommittee or the Project Leads that is within the scope of responsibilities delegated to the respective Subcommittee or the Project Leads by the JSC under this Agreement and subject to the decision-making processes set forth in Section 4.2.5;

performing such other functions as appropriate and directing each Subcommittee to perform such other functions as appropriate, to further the purposes of this Agreement, in each case as mutually agreed in writing by the Parties.

Subcommittees

Administration of Committees

The JSC (and any Subcommittee, as applicable) shall have one (1) chairperson, with Biotronik and Acutus alternating the right to appoint such chairperson to the JSC or such Subcommittee, as applicable, on an annual basis, and with Acutus having the initial right to such chairperson appointment.

The chairpersons shall not have any greater authority than any other representative on the JSC or such Subcommittee, as applicable. Each chairperson shall have the right to call a meeting of the JSC or respective Subcommittee, as applicable, and such chairperson shall have the following responsibilities: (A) preparing and issuing minutes of each such meeting within thirty (30) days thereafter; (B) ensuring that any decision-making delegated to the JSC or such Subcommittee, as applicable, is carried out in accordance with Section 4.2.5; and (C) preparing and circulating an agenda for any upcoming meeting of the JSC or respective Subcommittee, as applicable.

The Parties shall have their first meeting of the JSC within thirty (30) days after the Effective Date. The JSC shall meet at least one (1) time per Calendar Quarter during the Term spaced at regular intervals unless the Parties mutually agree in writing to a different frequency for such meetings. Either Party may also call a special meeting of the JSC (by videoconference or teleconference) by providing at least ten (10) Business Days’ prior written notice to the other Party in the event such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, and such Party shall provide the JSC no later than five (5) Business Days prior to the special meeting with materials reasonably adequate to enable an informed decision; provided, that for urgent matters, a Party may call a special meeting of the JSC with less than ten (10) Business Days’ notice if the Parties agree that an issue warrants an expedited meeting. No later than ten (10) Business Days prior to any regularly scheduled meeting of the JSC, the chairpersons of the JSC shall prepare and circulate an agenda for such meeting; provided, however, that either Party may propose additional topics to be included on such agenda, either prior to or in the course of such meeting. The JSC may meet in person, by videoconference or by teleconference. Each Party will bear the expense of its respective JSC members’ participation in JSC meetings. Meetings of the JSC shall be effective only if at least one (1) JSC representative from each Biotronik and Acutus is present or participating in such meeting. The chairperson will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect, without limitation, decisions made at such

Decision Making

General Authority; Conduct of Parties.

Quality, Regulatory and Compliance

Manufacturer of Record

Biotronik shall be the Manufacturer of Record for the Qubic Connect Device, the adapted Home Monitoring^® Service Center and the Home Monitoring^® System and all other portions of the Qubic Connect System (excluding portions of the Qubic Connect System to the extent included in an ACM Product), and continue to be the Manufacturer of Record for the Bio Products and all other Biotronik’s EP

Acutus shall continue to be the Manufacturer of Record for the ACM Products and all of Acutus’ other EP devices, including functionality included by Acutus within the ACM Products that are part of the Qubic Connect System and Acutus’ other connected devices.

Regulatory Approvals, Marketing Authorization Approvals

Biotronik will be responsible for the regulatory approval for the Qubic Connect Device and, if necessary, on changes to the Home Monitoring^® Service Center and Home Monitoring^® System and all other aspects of the Qubic Connect System (other than those portions of the Qubic Connect System included by Acutus in the ACM Products except to the extent Biotronik has such responsibility for such portions of ACM Products under another agreement between the Parties).

Subject to the terms and conditions of this Agreement, and any other agreement between the Parties, each Party shall be fully responsible to the other for obtaining regulatory approval for

the clinical testing of the Qubic Connect Device in connection with the respective connected EP devices of the Parties;

the regulatory approval for the Qubic Connect Device in connection with the respective connected EP devices of the Parties

Subject to the terms and conditions of this Agreement, and any other agreement between the Parties, the Parties shall work collaboratively, including with regard to the provision of information to the extent necessary due to regulatory requirements, to obtain regulatory approvals for the new and existing but adapted respective EP devices of the Parties affected by this project.

Funding

Development Program Funding

The Parties estimate Biotronik’s total cost of the Development Program (the “Project Costs”), including Phase 1 and Phase 2, will amount to five million Euros (EUR 5,000,000.00). The Project Costs will be shared equally between the Parties (50% Biotronik and 50% Acutus), but solely to the extent set forth in Section 6.2.

Except for Project Costs identified in Section 6.1(c), all Project Costs of Biotronik shall be calculated using the number of hours actually spent by Project Personnel of Biotronik in performing the Development Program, multiplied by the FTE Rate for the particular type or category of Project Personnel.

Other Approved Project Costs. It is acknowledged and agreed that the Statement of Work may identify from time to time Project Costs that are to be incurred by Biotronik in the performance of its responsibilities under the Development Program which are in addition to the Project Costs calculated using the Project Personnel hours and the FTE Rate(s). Under such circumstances, the total Project Costs of Biotronik shall be the sum of (i) such additional Project Costs and (ii) the Project Costs of Biotronik that have been calculated using the FTE Rate and Project Personnel hours. Only Projects Costs expressly identified in the Statement of Work as costs which are not reimbursed through Project Personnel hours shall be so added as Biotronik’s Project Costs.

Except for the payments by Acutus to Biotronik in accordance with Section 6.2, and the costs and expenses that Acutus incurs in modifying the ACM Products, Biotronik shall be solely responsible for any and all costs and expenses required to complete the Development Program in accordance with this Agreement, Statement of Work and Lastenheft in a timely manner, including amounts required in excess of the EUR five million (5,000,000.00) estimate in Section 6.1(a). In particular, except for the payments that Acutus is required to make under Section 6.2, Acutus shall not be obligated to make any payments to reimburse for any activities, costs, or expenses arising out of, in conducting, or otherwise related to the Development Program.

Payment by Acutus

In consideration of the feasibility analysis and performance of the Development Program by Biotronik, Acutus shall make payments to Biotronik solely to the extent accruing during the term of this Agreement as set forth in this Section 6.2. Notwithstanding anything to the contrary, under no circumstances shall Acutus be obligated to pay more than a total aggregate amount of (i) two million five hundred thousand Euros (EUR 2,500,000.00) under or in connection with this Agreement or the Development Program (whether for Project Costs or otherwise) (ii) one million five hundred thousand Euros (EUR 1,500,000.00) in connection with Phase 1a of the Development Program; (iii) a half a million Euros (EUR 500,000.00) in connection with Phase 1b of the Development Program; and (iv) a half a million Euros (EUR 500,000.00) in connection with Phase 2 of the Development Program. Acutus shall not be required to make any payments, except reimbursement of Project Costs in accordance with this Section 6.2(a).

Up Front Payment. Acutus shall pay two hundred fifty thousand Euro (EUR 250,000.00) within sixty (60) calendar days after the Effective Date of this Agreement, provided that such up-front payment (the “Pre-Payment”) will be credited fully toward the quarterly Development Program Project Cost payments due from Acutus under Section 6.2(a)(ii) below. Such Pre-Payment will be credited until fully used.

Quarterly Reporting of Project Costs. During the term of this Agreement, starting with the second Calendar Quarter of Calendar Year 2021 and ending with the second Calendar Quarter of Calendar Year 2023 (each such Calendar Quarter a “Project Quarter”), Biotronik shall provide Acutus a written summary of the Project Costs actually incurred by Biotronik during the Project Quarter, in a form reasonably acceptable to Acutus, within the forty five (45) days after the end of the Project Quarter. Together with such written summary and subject to the other terms in this Section 6.2(a), Biotronik will invoice Acutus for 50% of such Project Costs incurred by Biotronik in that Project Quarter; provided that the amounts invoiced to Acutus shall be reduced by the amount of the Pre-Payment under Section 6.2(a)(i) until the full Pre-Payment has been credited to reduce the payments owed by Acutus under this Section 6.2(a)(ii). The amount invoiced for each Project Quarter shall also not exceed two hundred fifty thousand Euro (EUR 250,000.00) (prior to reduction by the amount of the Pre-Payment).

Project Cost Reimbursement. Within the later of thirty (30) days after receiving such a report and invoice from Biotronik in accordance with Section 6.2(a)(ii), or ninety (90) days after the end of the Project Quarter, Acutus shall pay Biotronik the amount owed by Acutus in accordance with Section 6.2(a)(ii). For clarity, Acutus shall not owe any payment under this Agreement beyond the Pre-Payment pursuant to Section 6.2(a)(i) (e.g., whether for Q2 or Q3 of Calendar Year 2021) until the full amount of the Pre-Payment has been credited toward the payments owed to Biotronik under this Section 6.2(a). The final payment by Acutus under this Section 6.2(a) shall be made within ninety (90) days following the second Calendar Quarter of Calendar Year 2023 (i.e., the last Project Quarter).

Amounts invoiced for an activity under the Statement of Work shall also not exceed the amounts budgeted in the Statement of Work for that activity. Unless otherwise specified in the Statement of Work, Project Costs budgeted for a full Calendar Year will be deemed budgeted in equal amounts for each Project Quarter during such year. Subject to the other terms of this Agreement, including the caps on payments owed by Acutus that are set forth in this Section 6.2(a) above, if Biotronik actually incurs Project Costs in a Project Quarter that are in excess of the amounts budgeted for Biotronik in the Statement of Work for the applicable activities in such Project Quarter, or in excess of the two hundred fifty thousand Euro (EUR 250,000.00) cap set forth in Section 6.2(a)(ii), then the excess will not be billed to Acutus for such Project Quarter, but may be carried forward and treated as a Project Cost incurred by Biotronik in a subsequent Project Quarter (until the second Calendar Quarter of 2023) during the Term

All payments will be made by Acutus in EUR in immediately available funds by wire transfer to the bank account designated by Biotronik in the respective invoice, or otherwise in writing, within the time period set forth in Section 6.2 (a)(iii). If Acutus does not pay the properly invoiced amount of Project Costs in full within the payment deadline, and has not disputed or requested an audit of such Project Costs, then Acutus will be deemed to be in default, and Biotronik’s sole remedy will be to receive proper payment plus interest of five percent (5 %) per year on the outstanding amount calculated based upon the number of days the payment is delinquent. In addition, if outstanding invoices and default interest in an amount set forth above, to the extent not disputed in good faith by Acutus or subject to a request by Acutus to audit, are not paid within the time period set forth in Section 6.2(a)(iii), Biotronik will have the right to provide Acutus with notice of material breach under Section 13.3(b) of this Agreement.

All amounts stated shall be exclusive of applicable value added tax, which shall be charged to Acutus in addition, but inclusive of any and all other amounts, fees, and charges.

Liability

Representations and Warranties

Biotronik’s Representations and Warranties

it has the necessary skills and resources to carry-out the Project; and

it shall in the performance of this Agreement act with professional diligence and care;

Biotronik will undertake Commercially Reasonable Efforts to timely respond to requests, reviews, decisions to avoid project delay with budget impact provided that Acutus will, in advance, inform Biotronik of any such requests, reviews and decisions; and

it has obtained all necessary corporate approvals to enter into, execute and perform its obligations under this Agreement;

entering into and performance under this Agreement will not conflict with any other agreement to which it is a party.

Acutus’ Representations and Warranties

it has the necessary skills and resources to carry-out the Project; and

it shall in the performance of this Agreement act with professional diligence and care; and

Acutus will undertake Commercially Reasonable Efforts to timely respond to requests, reviews, decisions to avoid project delay with budget impact provided that Biotronik will, in advance, inform Acutus of any such requests, reviews and decisions; and

it has obtained all necessary corporate approvals to enter into, execute and perform its obligations under this Agreement; and

entering into and performance under this Agreement will not conflict with any other agreement to which it is a party;

No other Representations or Warranties

Intellectual Property

Ownership

Intellectual Property Rights for works or inventions to the extent created or conceived solely by a Party or its Affiliate in the course of the activities governed by this Agreement will be owned exclusively by the Party or its Affiliate creating or conceiving such Intellectual Property Rights; and Intellectual Property Rights for works or inventions to the extent created or conceived by a Party or its Affiliate jointly with the other Party or its Affiliate will be owned jointly by the applicable parties, and neither party shall have the duty to account or obtain the consent of the other party to exploit or license any jointly owned Intellectual Property Rights notwithstanding any contrary provisions of applicable law in any country. Except as mutually agreed by the Parties in a separate writing, neither Party or its Affiliate shall seek, obtain, maintain or enforce any Patent Right to the extent

Intellectual Property Rights jointly owned by the Parties will be prosecuted and maintained by a jointly agreed counsel. Costs for prosecution and maintenance will be jointly borne by the Parties according to their respective share of ownership. Each decision for filing, prosecution, maintenance or abandonment of jointly owned Intellectual Property Rights will have to be mutually agreed between the Parties prior to its implementation by jointly agreed counsel.

Except for the licenses explicitly granted by a Party to the other in this Agreement, each Party and its Affiliates will retain all right, title and interest in and to its and their respective Intellectual Property Rights. No rights or licenses will be deemed granted by implication or estoppel.

Development Licenses

To Biotronik. Subject to the terms and conditions of this Agreement, Acutus hereby grants, and shall grant, to Biotronik a non-exclusive, worldwide, fully paid, royalty free, right and license, without the right to grant or authorize sublicenses except to its Affiliates, to use during the Term of this Agreement the Intellectual Property Rights Controlled by Acutus or its Affiliates, to the extent necessary for Biotronik to perform and complete its responsibilities under the Development Program and this Agreement to implement those portions of the Qubic Connect System to be developed by Biotronik as set forth in the Statement of Work.

To Acutus. Subject to the terms and conditions of this Agreement, Biotronik hereby grants, and shall grant, to Acutus a non-exclusive, worldwide, fully paid, royalty free, right and license, without the right to grant or authorize sublicenses except to its Affiliates, to use during the Term of this Agreement the Intellectual Property Rights Controlled by Biotronik or its Affiliates, to the extent necessary for Acutus to perform and complete its responsibilities under the Development Program and this Agreement to implement those portions of the Qubic Connect System to be developed by Acutus as set forth in the Statement of Work.

For clarity, no rights or licenses are granted under this Section 9.2: (i) to any Trademarks or Personal Data; (ii) to sell, distribute, or otherwise provide any products or services commercially; or (iii) to perform any activities outside the scope of its responsibilities for the Development Program under this Agreement during the Term. For purposes of intellectual property ownership, rights, and licenses, all development works performed on behalf of a Party by an Affiliate or a Third Party under this Agreement will be deemed to be work by that Party for purposes of that Party’s obligations to grant rights and licenses to the other Party under this Agreement, and all work performed by either Party to develop or implement the system contemplated in Annex 8.1 will be considered development work under this Agreement. For clarification, the Parties agree that all work under this Agreement that relates to the Home Monitoring^® Service Center and/or Home Monitoring^® System referenced by numeral 6 in Annex 8.1 will be solely and exclusively owned by Biotronik and not be licensed under this Agreement.

Collaboration Patent Licenses.

Subject to the terms and conditions of this Agreement, Acutus hereby grants, and shall grant, to Biotronik and its Affiliates a non-exclusive, worldwide, fully paid, royalty free, perpetual, non-terminable, right and license, with the right to grant or authorize sublicenses, under the Acutus Collaboration Patents to make, have made, use, sell, offer to sell, import and otherwise exploit and dispose of in the Field the subject matter of the Acutus Collaboration Patents. For clarity, no rights or licenses are granted under this Section 9.3(a) under any Background Patents and no early termination of the Agreement shall otherwise affect the rights or licenses granted to Biotronik under this Section 9.3(a).

Subject to the terms and conditions of this Agreement, Biotronik hereby grants, and shall grant, to Acutus and its Affiliates a non-exclusive, worldwide, fully paid, royalty free, perpetual, non-terminable, right and license, with the right to grant or authorize sublicenses, under the Biotronik Collaboration Patents to make, have made, use, sell, offer to sell, import and otherwise exploit and dispose of in the Field the subject matter of the Biotronik Collaboration Patents, provided always that the Biotronik Collaboration Patents will exclude Patent Rights that are limited to claiming inventions that are conceived, developed and reduced to practice by or on behalf of Biotronik (i) solely during the course of performing the work that is necessary for Biotronik to complete Phase 1(b) of the collaboration if Acutus does not elect to have Biotronik perform Phase 1(b) of collaboration in accordance with Section 2.1; and/or (ii) solely during the course of performing the work that is necessary for Biotronik to complete Phase 2 of the collaboration if Acutus does not elect to have Biotronik perform Phase 2 of collaboration in accordance with Section 2.1. For clarity, no rights or licenses are granted under this Section 9.3(b) under any Background Patents and no early termination of the Agreement shall otherwise affect the rights or licenses granted to Acutus under this Section 9.3(b).

Subject to the terms and conditions of this Agreement, Biotronik hereby grants, and shall grant, to Acutus a non-exclusive, worldwide, fully paid, royalty free, perpetual, non-terminable, right and license, with the right to grant or authorize sublicenses, to use, reproduce, distribute, disclose and otherwise exploit and commercialize the Licensed Biotronik Know-How (and derivatives and modifications thereof) for any and all purposes. For clarity, no further rights, permissions or licenses are granted under this Section 9.4 under Biotronik’s Patent Rights, and in particular under Biotronik’s Background Patents.

The license to Know-How granted under Section 9.4(a) does only include the limited Licensed Biotronik Know-How specifically relating to the Qubic Connect Device. No other rights or licenses will be deemed granted by Section 9.4(a) directly, by implication or estoppel to any other information or Intellectual Property Rights, including, without limitation and only for the avoidance of doubt, Section 9.4(a) grants no further rights, permissions or licenses under any of Biotronik’s Patent Rights on the Shared Drive at any time. Additionally, but without any obligation, Biotronik reserves all rights to delete information which was uploaded to the Shared Drive by mistake or ill intent and reclaim such information from Acutus, provided that Biotronik notifies Acutus of the issue in writing, identifying the incorrectly deposited information, within forty-five (45) days after the information was originally deposited on the Shared Drive.

Infringements

Force Majeure

If a Party is prevented from performing its obligations under this Agreement as a result of any unforeseeable contingency beyond its reasonable control (a Force Majeure), including any unforeseeable, out of the ordinary actions of Governmental Authorities, war, terrorism, hostilities between nations, riots, strikes, lockouts, sabotage, shortages in supplies (but only to the extent such shortages are not caused and their effects could not reasonably have been mitigated by the nonperforming Party), energy shortages, fire, floods, epidemics, pandemics, and acts of nature, the Party so affected will not be responsible to the other Party for any delay or failure of performance of its obligations hereunder, for so long as Force Majeure prevents such performance; provided that the non-performing Party notifies the other Party in writing Immediately upon the occurrence of the Force Majeure as set forth in Section 10(b) below and the Parties will discuss how to mitigate and eliminate the effects of the Force Majeure. Except to the extent otherwise agreed by the Parties in writing pursuant to such discussions, a Party shall have the right to terminate this Agreement by

In the event of Force Majeure, the Party immediately affected thereby will give Immediate written notice to the other Party specifying the Force Majeure and the intended or taken mitigating measures and will use commercially reasonable efforts to resume performance of its obligations promptly.

Confidentiality

Handling of the Confidential Information

keep Confidential Information of the other Party or the other Party’s Affiliates confidential, not make it available to Third Parties except in accordance with this Agreement and protect it from unauthorized access, unauthorized disclosure and unauthorized use;

use Confidential Information of the other Party or the other Party’s Affiliates for the performance of its obligations or exercise of its rights under this Agreement only;

except as set forth in 11.1(f), only make available the Confidential Information of the other Party or the other Party’s Affiliates to its own employees and consultants as well as to the employees and consultants of its Affiliates, provided that these:

require knowledge of the Confidential Information for the performance of the receiving Party’s obligations under this Agreement;

have been informed about the confidentiality of such Confidential Information; and

are bound to keep such Confidential Information confidential in a manner consistent with the receiving Party’s obligation under this Agreement;

inform the other Party if Confidential Information of that Party or that Party’s Affiliates becomes known without authorization or is inappropriately used and take reasonable measures in order to prevent improper distribution and use of such Confidential Information;

upon request and at the option of the disclosing Party, upon expiry of this Agreement at the latest, return the Confidential Information received from the

the secure retention of copies of Confidential Information, to the extent retention is required by law, guidelines from professional or self-regulating organizations or an order of a Governmental Authority or a self-regulating organization;

back-up copies in accordance with customary business practice and by means of an automated, secured data back-up system; and

the Licensed Biotronik Know-How licensed to Acutus under Section 9.4.

Additionally, Acutus has the right to use and disclose the Licensed Biotronik Know-How reasonably for purposes of exercising its rights under Section 9.4.

Notwithstanding anything to the contrary, a Party shall not be considered in breach of any non-use, non-disclosure or other confidentiality restrictions as a result of any use or disclosure for purposes outside of the licenses granted in this Agreement of any ideas and information retained in the unaided memory of any employee of such Party or its Affiliate due to access to the other Party’s Confidential Information; provided that no licenses under Patent Rights are granted in this Section 11.1(g). An employee’s memory will be considered to be unaided if the employee has not intentionally memorized the Confidential Information for the purposes of retaining it and subsequently using or disclosing it.

Exceptions

If a Party is obliged to disclose Confidential Information received from the other Party by law or by order of a Governmental Authority or a self-regulating organization, the following will apply:

the disclosure will be limited to the extent necessary to fulfil such obligation;

the receiving Party will inform the disclosing Party to the extent permitted prior to the disclosure, will coordinate the next steps with the disclosing Party in order to guarantee that Confidential Information received from the other Party is kept confidential to the greatest extent possible.

If a Party is obliged to disclose Confidential Information received from the other Party to internal or external auditors due to compliance regulations, such

Notwithstanding anything to the contrary, this Section 11 shall not limit the rights and licenses of Acutus under Section 9.4.

Data Protection

The Parties acknowledge and agree that procedures have to be agreed and established for the approval of the data processing activities by data subjects (e.g. patients and/or the hospitals) where necessary in order to connect the EP devices of both Parties.

The Parties represent that, regarding any operation or set of operations which is performed under this Agreement upon information relating to identified or identifiable natural persons in relation with this Agreement (Personal Data), each Party determines the purposes and means of the processing of Personal Data under this Agreement individually (Sole Controller) in accordance with the data protection laws applicable to the processing of Personal Data by a Party (Data Protection Legislation). Each Party individually must determine whether it has the lawful basis for any processing of Personal Data and will comply in its activities under this Agreement with its obligations under applicable Data Protection Legislation. Each Party will only share Personal Data with the other Party under the Agreement if necessary, for purposes of this Agreement or for fulfilment of statutory functions, provided such sharing is lawful. Each Party will process Personal Data received under this Agreement from or pertaining to the employees of the other Party and the other Party’s Affiliates, agents, auxiliaries and contractors only for purposes of this Agreement or for fulfilment of statutory functions.

The Parties will ensure that Personal Data exchanged in connection with this Agreement is limited to what is necessary in relation to the purposes they are processed under the Development Program by applying data minimization techniques where possible such as reducing or replacing personal identifiers or aggregating data. Each Party will respond to enquiries from data subjects and supervisory authorities concerning its processing of Personal Data under this Agreement within a reasonable time. Requests concerning the other Party’s processing of Personal Data under this Agreement will be forwarded to the other Party without delay. Each Party will appoint a contact person authorized to receive such forwarded requests.

If the transfer or disclosure of Personal Data by a Party to recipients in the receiving Party’s jurisdiction under this Agreement is restricted under the Data Protection Legislation, the Parties will, on either Party’s request, take appropriate measures in the performance of the Development Program as may be required or permitted by the Data Protection Legislation for the lawful transfer of Personal Data to the receiving Party, including, in particular, the Set II controller –

Notwithstanding anything to the contrary, without limiting the rights that either Party may have with respect to Personal Data under any other Agreement between the Parties independent of the Qubic Connect System, neither Party shall use or Process any Personal Data, or other data or information concerning any patient, in each case obtained from the products of the other Party using functionality like the Qubic Connect Device, or a system such as the Qubic Connect System, outside of, or after termination or expiration of, the Development Program or this Agreement except in accordance with the Ancillary Agreement(s) that have been entered into between the Parties. Additionally, neither Party shall collect any such Personal Data under the Development Program except to the extent expressly authorized in the Statement of Work.

Term and Termination of this Agreement

Term

Termination for Convenience; Acutus Elections to Not Proceed

Termination for Cause

Each Party may terminate this Agreement with immediate effect if it is clear that no feasibility of the connection of any electrophysiology (EP) devices of both Parties based upon the existing Home Monitoring^® infrastructure of Biotronik can be achieved.

Each Party will have the right to terminate this Agreement with immediate effect by written notice for good cause (aus wichtigem Grund), provided that the other Party has failed to cure such good cause within thirty (30) days of being informed by the terminating Party in writing of the good cause, unless such cure can reasonably be excluded. Good cause is deemed to mean any material failure to comply with any term of this Agreement or an Ancillary Agreement. For the avoidance of doubt, a Party enforcing the obligations under this Agreement will not constitute good cause entitling the other Party to terminate the Agreement.

Each Party will have the right to terminate this Agreement with immediate effect by written notice in case of insolvency, moratorium, receivership or liquidation with regard to the other Party, or any similar circumstances that are likely to substantially affect the other Party’s ability to carry out that Party’s material obligations under this Agreement, provided that the Party that is subject to the insolvency, moratorium, receivership, liquidation, or similar circumstances has failed to provide adequate assurances of continued performance within thirty (30) days of the terminating Party requesting such assurances in writing, unless it can reasonably be excluded that the other Party will provide such assurances.

Effects of Termination

Access to Documentation on Shared Drive

No additional payments

Surviving Obligations

Miscellaneous

No Set-Off

Entire Agreement and Annexes

This Agreement including all Annexes, which are an integral part of this Agreement, and those portions of the License and Distribution Agreement (if any) which are incorporated by reference, constitutes the complete agreement between the Parties regarding its subject matter and supersedes all other prior and contemporaneous oral and/or written agreements, representations and/or communications, concerning the subject matter hereof. For clarity, this Agreement does not amend or modify the License and Distribution Agreement, the ACM Products Distribution Agreement, or the Bio Products Distribution Agreement.

To the extent of any conflict between any provision of the body of this Agreement and any provision of an Annex, the provision of the body of this Agreement will prevail.

Written Notices

Severability

Amendments

No Waiver

Assignment

Neither Party may assign or otherwise transfer this Agreement or its rights or obligations under this Agreement, in whole or in part, to any Third Party except with the prior written consent of the other Party; except that, without amending

Each Party has the right to assign this Agreement as a whole to any of its Affiliates; provided that such Party shall remain responsible for it’s Affiliate’s performance and non-performance of this Agreement.

Applicable Law and Jurisdiction

This Agreement will be governed by the substantive laws of Germany, to the exclusion of the UN Convention on Contracts for International Sale of Goods (CISG).

In the event of any dispute arising out of or in relation to this Agreement, the Parties will refer the dispute to senior executive officers and such senior executive officers will attempt in good faith to resolve such dispute. If the Parties are unable to resolve a given dispute according to this Section 14.8(b) within thirty (30) days of referring such dispute to senior executive officers, and in case of urgency, any such dispute will be resolved pursuant to Section14.8 (c).

Any dispute, controversy or claim arising out of or in relation to this Agreement, or the validity, invalidity, breach, or termination thereof, as well as pre-contractual and extra-contractual related issues, will be resolved by arbitration in accordance with the Arbitration Rules of the German Arbitration Institute (DIS) without recourse to the ordinary courts of law. The number of arbitrators will be three (3). The seat of the arbitration is Berlin. The arbitral proceedings and all pleadings, filings, written evidence, decisions and other relevant documents shall be in English and any written evidence in a language other than English shall be submitted with an English translation. All and any awards will be final and binding on the Parties, but subject to any rights of appeal and rights of revision from all and any awards insofar allowed under applicable law. All and any awards may be entered as final judgment in any court of competent jurisdiction as necessary to enforce the award.

/s/ Dr. Daniel Bühler

/s/ Vince Burgess

1(a) – Definitions