Vesper Healthcare Acquisition Corp. Miami Beach, FL 33139Securities Subscription Agreement • September 10th, 2020 • Vesper Healthcare Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on July 23 2020 by and between BLS Investor Group LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Vesper Healthcare Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 11,500,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,500,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2020 • Vesper Healthcare Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 29, 2020, is made and entered into by and among Vesper Healthcare Acquisition Corp., a Delaware corporation (the “Company”), BLS Investor Group LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • September 21st, 2020 • Vesper Healthcare Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Vesper Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and ________ (“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 10th, 2021 • Beauty Health Co • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement (“Agreement”), dated as of [●], 2021 is by and between The Beauty Health Company, Inc., a Delaware corporation (the “Company”) and [●] (the “Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 5th, 2020 • Vesper Healthcare Acquisition Corp. • Blank checks • New York
Vesper Healthcare Acquisition Corp. Bay 2 Miami Beach, FL 33139 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • October 5th, 2020 • Vesper Healthcare Acquisition Corp. • Blank checks
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Vesper Healthcare Acquisition Corp., a Delaware corporation (the “Company”) and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives (the “Representatives”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 5th, 2020 • Vesper Healthcare Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 29, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Vesper Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and BLS Investor Group LLC, a Delaware limited liability company (the “Purchaser”).
THE BEAUTY HEALTH COMPANY and U.S. BANK NATIONAL ASSOCIATION as TrusteeIndenture • September 14th, 2021 • Beauty Health Co • Surgical & medical instruments & apparatus • New York
INDENTURE, dated as of September 14, 2021, between The Beauty Health Company, a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2021 • Beauty Health Co • Surgical & medical instruments & apparatus • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 4, 2021, is made and entered into by and among The Beauty Health Company, a Delaware corporation (the “Company”), BLS Investor Group LLC, a Delaware limited liability company (the “Sponsor”), the undersigned parties listed as Existing Holders on the signature pages hereto (each such party, together with the Sponsor and any person or entity deemed an “Existing Holder” who is a Permitted Transferee (as defined below) of an Existing Holder and hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, an “Existing Holder” and, collectively, the “Existing Holders”) and the undersigned parties listed as New Holders on the signature pages hereto (each such party, together with any Person deemed a “New Holder” who is a Permitted Transferee of a New Holder and hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “New Holder” and, collective
WARRANT AGREEMENT between VESPER HEALTHCARE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated September 29, 2020Warrant Agreement • October 5th, 2020 • Vesper Healthcare Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 29, 2020, is by and between Vesper Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Vesper Healthcare Acquisition Corp. Bay 2 Miami Beach, FL 33139Underwriting Agreement • October 5th, 2020 • Vesper Healthcare Acquisition Corp. • Blank checks
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Vesper Healthcare Acquisition Corp., a Delaware corporation (the “Company”) and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives (the “Representatives”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 10 hereof.
AGREEMENT AND PLAN OF MERGER BY AND AMONG VESPER HEALTHCARE ACQUISITION CORP., HYDRATE MERGER SUB I, INC., HYDRATE MERGER SUB II, LLC, LCP EDGE INTERMEDIATE, INC. and LCP EDGE HOLDCO, LLC, as Stockholders’ Representative DATED AS OF DECEMBER 8, 2020Merger Agreement • December 9th, 2020 • Vesper Healthcare Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 8, 2020, is made by and among Vesper Healthcare Acquisition Corp., a Delaware corporation (“Parent”), Hydrate Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub I”), Hydrate Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Parent (“Merger Sub II”), LCP Edge Intermediate, Inc., a Delaware corporation (the “Company”), and LCP Edge Holdco, LLC, a Delaware limited liability company (“Holdco” and, in its capacity as the Stockholders’ Representative, the “Stockholders’ Representative”). Parent, Merger Sub I, Merger Sub II, the Company and the Stockholders’ Representative are each referred to herein as a “Party” and, collectively, as the “Parties.”
Marla Beck CEO Employment Agreement 1 ACTIVE/128259303.13 CERTAIN INFORMATION, IDENTIFIED BY [*****], HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY...Employment Agreement • April 8th, 2024 • Beauty Health Co • Surgical & medical instruments & apparatus • Maryland
Underwriting AgreementUnderwriting Agreement • October 5th, 2020 • Vesper Healthcare Acquisition Corp. • Blank checks • New York
Vesper Healthcare Acquisition Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC (the “Representatives” or “you”) are acting as representatives, an aggregate of 40,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 6,000,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
Vesper Healthcare Acquisition Corp.Administrative Support Agreement • October 5th, 2020 • Vesper Healthcare Acquisition Corp. • Blank checks • New York
This letter agreement by and between Vesper Healthcare Acquisition Corp. (the “Company”) and BLS Advisors LLC (“BLSA”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
DC - 71532/300 - #1291878 v5 PURCHASE AGREEMENT Purchase Agreement, dated April 1, 2024 (the “Purchase Agreement”), between The Beauty Health Company (the “Purchaser”) and Goldman Sachs & Co. LLC (the “Dealer”). WHEREAS, Purchaser desires that Dealer...Purchase Agreement • May 9th, 2024 • Beauty Health Co • Surgical & medical instruments & apparatus
Underwriting AgreementUnderwriting Agreement • September 21st, 2020 • Vesper Healthcare Acquisition Corp. • Blank checks • New York
Vesper Healthcare Acquisition Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC (the “Representatives” or “you”) are acting as representatives, an aggregate of 40,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 6,000,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
Form of SUBSCRIPTION AGREEMENTSubscription Agreement • December 9th, 2020 • Vesper Healthcare Acquisition Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT is entered into this 8th day of December, 2020 (this “Subscription Agreement”), by and between Vesper Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned (“Subscriber”).
April 29, 2021 Daniel Watson dwatson@hydrafacial.com Dear Dan, As you know, on December 8, 2020, The Beauty Health Company (formerly known as Vesper Healthcare Acquisition Corp.) (as may be referred to herein together with its subsidiaries, the...Employment Agreement • May 10th, 2021 • Beauty Health Co • Surgical & medical instruments & apparatus • Delaware
In connection with the Transaction, the Company desires to employ you under the following terms, subject to the consummation of the Transaction, effective as of the date on which the Transaction is consummated (the “Effective Date”):
ContractStock Purchase Agreement • February 28th, 2023 • Beauty Health Co • Surgical & medical instruments & apparatus • Delaware
CERTAIN INFORMATION, IDENTIFIED BY [*****], HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • December 9th, 2020 • Vesper Healthcare Acquisition Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Agreement”) is dated as of December 8, 2020, by and among BLS Investor Group, LLC, a Delaware limited liability company (“Sponsor”), Vesper Healthcare Acquisition Corp., a Delaware corporation (“Parent”), and LCP Edge Intermediate, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 10th, 2021 • Beauty Health Co • Surgical & medical instruments & apparatus • Delaware
This Investor Rights Agreement (this “Agreement”) is entered into as of May 4, 2021 (the “Effective Date”), by and between The Beauty Health Company, a Delaware corporation (the “Company”), and LCP Edge Holdco, LLC, a Delaware limited liability company (“LCP”). Capitalized terms used but not otherwise defined in this Agreement have the respective meanings given to them in the Merger Agreement (as defined below).
AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • May 10th, 2021 • Beauty Health Co • Surgical & medical instruments & apparatus • Delaware
THIS AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made as of May 4, 2021 (the “Effective Date”) between Edge Systems, LLC, a California limited liability company (the “Company”), The Beauty Health Company (f/k/a Vesper Healthcare Acquisition Corp.), a Delaware corporation (“New Parent”) and Linden Manager III LP, a Delaware limited partnership (“Linden”). Certain defined terms shall have the meanings set forth in Section 11.
SEPARATION, TRANSITION AND GENERAL RELEASE AGREEMENTSeparation Agreement • May 2nd, 2024 • Beauty Health Co • Surgical & medical instruments & apparatus
This Separation, Transition and General Release Agreement (“Agreement”) made this 26th day of April 2024 (the “Effective Date”), by and between Brad Hauser, an individual (“Employee”), and Hydrafacial LLC, a California limited liability company (the "Company") (together, the "Parties"), is a separation agreement which includes a general release of claims.
