AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 23rd, 2023 • SANUWAVE Health, Inc. • Surgical & medical instruments & apparatus • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of August 23, 2023 by and among (i) SEP Acquisition Corp., a Delaware corporation (the “Purchaser”), (ii) SEP Acquisition Holdings Inc., a Nevada corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), and (iii) SANUWAVE Health, Inc., a Nevada corporation (the “Company”). The Purchaser, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
FORM OF VOTING AGREEMENTForm of Voting Agreement • August 23rd, 2023 • SANUWAVE Health, Inc. • Surgical & medical instruments & apparatus • Delaware
This Voting Agreement (this “Agreement”) is made as of August [●], 2023, by and among (i) SEP Acquisition Corp., a Delaware corporation (the “Purchaser”), (ii) SANUWAVE Health, Inc., a Nevada corporation (the “Company”), and (iii) the undersigned holder (“Holder”) of capital stock and/or securities convertible into capital stock of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
SPONSOR VOTING AGREEMENTSponsor Voting Agreement • August 23rd, 2023 • SANUWAVE Health, Inc. • Surgical & medical instruments & apparatus • Delaware
This Voting Agreement (this “Agreement”) is made as of August 23, 2023, by and among (i) Mercury Sponsor Group I LLC, a Delaware limited liability company (the “Sponsor”), (ii) SEP Acquisition Corp., a Delaware corporation (the “Purchaser”), and (iii) SANUWAVE Health, Inc., a Nevada corporation (the “Company”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
LOCK-UP AGREEMENTLock-Up Agreement • August 23rd, 2023 • SANUWAVE Health, Inc. • Surgical & medical instruments & apparatus • Delaware
This Lock-Up Agreement (this “Agreement”) is made and entered into as of August [●], 2023 by and among (i) SEP Acquisition Corp., a Delaware corporation (the “Purchaser”), and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
