17,500,000 Units Viveon Health Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • December 29th, 2020 • Viveon Health Acquisition Corp. • Blank checks • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2023 • Viveon Health Acquisition Corp. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) effective as of [__________], 2023, is made and entered into by and among Clearday, Inc. (formerly known as Viveon Health Acquisition Corp.), a Delaware corporation (the “Company”), each of the undersigned parties that are Pre-BC Investors (as defined below), and each of the former stockholders of Clearday, Inc., a Delaware corporation (“Clearday”), whose names are listed on Exhibit A hereto (each a “Clearday Investor” and collectively the “Clearday Investors”) (each of the foregoing parties (other than the Company) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, an “Investor” and collectively, the “Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 29th, 2020 • Viveon Health Acquisition Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of December 22, 2020, by and between Viveon Health Acquisition Corp., a Delaware corporation (the “Company”), and Brian Cole (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • December 29th, 2020 • Viveon Health Acquisition Corp. • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of December 22, 2020, by and between Viveon Health Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 29th, 2020 • Viveon Health Acquisition Corp. • Blank checks • New York
This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 21st, 2020 • Viveon Health Acquisition Corp. • Blank checks • New York
This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
STOCK ESCROW AGREEMENTStock Escrow Agreement • December 29th, 2020 • Viveon Health Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of December 22, 2020 (“Agreement”), by and among Viveon Health Acquisition Corp., a Delaware corporation (“Company”), the stockholders of the Company listed on Exhibit A hereto (the “Founders”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (“Escrow Agent”).
April 30, 2021Underwriting Agreement • April 30th, 2021 • Viveon Health Acquisition Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Viveon Health Acquisition Corp., a Delaware corporation (the “Company”) and Chardan Capital Markets, LLC, as representative (the “Representative”) of the Underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (“Common Stock”), one redeemable warrant and one right. Each right (“Right”) entitles the holder thereof to receive one-twentieth (1/20) of a share of Common Stock upon consummation of the Company’s initial Business Combination. Each warrant entitles the holder to purchase one-half (1/2) of a share of Common Stock at a price of $11.50 per whole share subject to adjustment Certain capitalized terms used herein are defined in paragraph 14 hereof.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 13th, 2022 • Viveon Health Acquisition Corp. • Blank checks • California
Borrower and Lender have entered or anticipate entering into one or more transactions pursuant to which Lender agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower and Lender which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).
PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENTPrivate Placement Warrants Subscription Agreement • December 29th, 2020 • Viveon Health Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT, dated as of December 22, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Viveon Health Acquisition Corp., a Delaware corporation (the “Company”) and Viveon Health, LLC, a Delaware limited liability company (the “Purchaser”).
MERGER AGREEMENT dated April 5, 2023 by and among Clearday, Inc., Clearday SR LLC, in the capacity as the Company Representative, Viveon Health Acquisition Corp., VHAC2 Merger Sub, Inc. and Viveon Health LLC, in the capacity as the SPAC RepresentativeMerger Agreement • April 11th, 2023 • Viveon Health Acquisition Corp. • Pharmaceutical preparations • Delaware
MERGER AGREEMENT dated as of April 5, 2023 (this “Agreement”), by and among Clearday, Inc., a Delaware corporation (the “Company”), Viveon Health Acquisition Corp., a Delaware corporation (“Parent”), VHAC2 Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Viveon Health LLC, a Delaware limited liability Company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of Parent (other than the Company Stockholders (as defined below)) as of immediately prior to the Effective Time (and their successors and assigns) in accordance with the terms and conditions of this Agreement (the “SPAC Representative”), and Clearday SR LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time for the holders of Company Preferred Stock as of immediately prior to the Effective Time (and their successors and assigns) in accordance with the terms and conditions of this Agreement (the “Compan
RIGHTS AGREEMENTRights Agreement • December 29th, 2020 • Viveon Health Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of December 22, 2020 between Viveon Health Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004 (the “Right Agent”).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • March 27th, 2024 • Viveon Health Acquisition Corp. • Pharmaceutical preparations • New York
This Non-Redemption Agreement (this “Agreement”) is entered as of March 27, 2024, by and among Viveon Health Acquisition Corp., a Delaware corporation (“VHAQ” or the “Company”), Viveon Health LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned investor (collectively, the “Investor”).
LOCK-UP AGREEMENTLock-Up Agreement • April 11th, 2023 • Viveon Health Acquisition Corp. • Pharmaceutical preparations
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [__________], 2023, by and between the undersigned stockholder (the “Holder”) and Viveon Health Acquisition Corp., a Delaware corporation (the “Parent”).
FIRST AMENDMENT TO MERGER AGREEMENTMerger Agreement • August 29th, 2023 • Viveon Health Acquisition Corp. • Pharmaceutical preparations • Delaware
This First Amendment to Merger Agreement (this “Amendment”), dated as of August 28, 2023 is entered into by and among Clearday, Inc., a Delaware corporation (the “Company”), Viveon Health Acquisition Corp., a Delaware corporation (“Parent”), VHAC2 Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Viveon Health LLC, a Delaware limited liability Company, in the capacity as the representative from and after the Effective Time for the stockholders of Parent (other than the Company Stockholders) as of immediately prior to the Effective Time (and their successors and assigns) in accordance with the terms and conditions of the Original Merger Agreement (as defined below) (the “SPAC Representative”), and Clearday SR LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time for the holders of Company Preferred Stock as of immediately prior to the Effective Time (and their successors and assigns) in accordance with the terms and con
SUNEVA MEDICAL, INC. EMPLOYMENT AGREEMENTEmployment Agreement • July 13th, 2022 • Viveon Health Acquisition Corp. • Blank checks • California
THE EMPLOYMENT AGREEMENT (the “Agreement”) is made as of January ___, 2019 (the “Effective Date”), between Suneva Medical, Inc., a Delaware corporation (the “Company”), and Pamela Misajon (the “Employee”). The Company and Employee are sometimes hereinafter referred to individually as a “Party” and together as “Parties.”
SUPPLY AGREEMENTSupply Agreement • July 13th, 2022 • Viveon Health Acquisition Corp. • Blank checks • California
THIS SUPPLY AGREEMENT (this “Agreement” or “Supply Agreement”) is made and entered effective as of the Effective Date (defined in the License Agreement) by and between Suneva Medical, Inc., a corporation organized under the laws of the State of Delaware, having a place of business at 5870 Pacific Center Boulevard, San Diego, California 92121 (“Suneva”) and Healeon Medical, Inc., a corporation organized under the laws of the State of Delaware, having a place of business at 1111 Rancho Conejo Blvd. #204, Newbury Park, CA 91320 (“Healeon”) (each individually, a “Party” and jointly the “Parties”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 21st, 2020 • Viveon Health Acquisition Corp. • Blank checks
The undersigned hereby subscribes for 3,593,750 shares of common stock, par value $0.0001 per share (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $25,000 to the Company.
SECOND AMENDMENT TO MERGER AGREEMENTMerger Agreement • July 13th, 2022 • Viveon Health Acquisition Corp. • Blank checks • Delaware
This Second Amendment to Merger Agreement (this “Amendment”), dated as of July 13, 2022 is entered into by and among Suneva Medical, Inc., a Delaware corporation (the “Company”), Viveon Health Acquisition Corp., a Delaware corporation (“Parent”), and VHAC Merger Sub, Inc., a Delaware corporation (“Merger Sub”).
To: Viveon Health Acquisition Corp. LLC (the “Company”)Senior Notes Subscription Agreement • March 24th, 2022 • Viveon Health Acquisition Corp. • Blank checks • Delaware
The undersigned (the “Subscriber”), intending to be legally bound, hereby subscribes for up to $_____________ principal amount of Senior Notes due December 31, 2022, in the form of Exhibit A hereto (the “Notes”), together with a common stock purchase warrant to acquire one share of common stock, par value $0.001 per share (the “Common Stock”), of the Company for each $2.00 of the funded principal amount of Notes subscribed for hereby, in the form of Exhibit B hereto (the “Warrants”, and, together with the Notes and including the shares of Common Stock issuable upon the exercise of the Warrants, the “Securities”). Warrants shall be issued proportionally with the drawn upon under the Notes by the Company.
Suneva Confidential AMENDED & RESTATED DISTRIBUTION AND SUPPLY AGREEMENT BETWEEN SUNEVA MEDICAL, INC. AND HANGZHOU ST. NOVA TRADE CO., LTD Suneva ConfidentialDistribution Agreement • July 13th, 2022 • Viveon Health Acquisition Corp. • Blank checks
THIS AMENDED & RESTATED DISTRIBUTION AND SUPPLY AGREEMENT (“Agreement”) is made as of this 6th day of June, 2017 (“Effective Date”) between
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 24th, 2023 • Viveon Health Acquisition Corp. • Pharmaceutical preparations
This Amendment No. 3 (this “Amendment”), dated as of June 27, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Viveon Health Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
COMPANY STOCKHOLDER SUPPORT AGREEMENT 1Company Stockholder Support Agreement • January 13th, 2022 • Viveon Health Acquisition Corp. • Blank checks
This COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of January 12, 2022 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), Suneva Medical, Inc., a Delaware corporation (the “Company”), and Viveon Health Acquisition Corp., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • April 11th, 2023 • Viveon Health Acquisition Corp. • Pharmaceutical preparations
This COMPANY SUPPORT AGREEMENT, dated as of April 5, 2023 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), Clearday, Inc., a Delaware corporation (the “Company”), and Viveon Health Acquisition Corp., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
ContractSecurities Agreement • March 24th, 2022 • Viveon Health Acquisition Corp. • Blank checks
THESE SECURITIES AND ANY SECURITIES ISSUABLE UPON THE EXERCISE OF THIS SECURITY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • July 13th, 2022 • Viveon Health Acquisition Corp. • Blank checks
This FIRST AMENDMENT TO LICENSE AGREEMENT (the “Amendment”) is entered into as of March 20, 2020 (the “Amendment Date”), by and among Suneva Medical, Inc., a Dela ware corporation (“Suneva”) and Healeon Medical, Inc., a California corporation (“Healeon”). Capitalized terms used in this Amendment and not otherwise defined in this Amendment have the respective meanings ascribed to them in the Prior Agreement (as defined below).
supply and distribution agreementSupply and Distribution Agreement • July 13th, 2022 • Viveon Health Acquisition Corp. • Blank checks • New York
EXCLUSIVE DISTRIBUTION AGREEMENTExclusive Distribution Agreement • July 13th, 2022 • Viveon Health Acquisition Corp. • Blank checks • California
THIS EXCLUSIVE DISTRIBUTION AGREEMENT (“Agreement”) is made and entered into effective as of the date the last party hereto signs as shown on the signature page (“Effective Date”), and Is by and between Aurastem Technologies, LLC., a Delaware company having its primary office and place of business at 420 Stevens Avenue, Suite 220, Solana Beach, CA 92075 and any of its Affiliates who now hold or hereafter will hold any rights related to these Products with in the Territory in Field of Use (“Aurastem”), and Suneva Medical, Inc., a Delaware corporation having Its primary office and place of business at 5870 Pacific Center Blvd, San Diego, CA 92121(“Distributor”).
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 24th, 2022 • Viveon Health Acquisition Corp. • Blank checks • New York
This Amendment No. 1 (this “Amendment”), dated as of March 23, 2022, to the Investment Management Trust Agreement (as defined below) is made by and between Viveon Health Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
PARENT STOCKHOLDER SUPPORT AGREEMENTParent Stockholder Support Agreement • January 13th, 2022 • Viveon Health Acquisition Corp. • Blank checks
This PARENT STOCKHOLDER SUPPORT AGREEMENT, dated as of January 12, 2022 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), Suneva Medical, Inc., a Delaware corporation (the “Company”), and Viveon Health Acquisition Corp., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
ContractSenior Note • March 24th, 2022 • Viveon Health Acquisition Corp. • Blank checks
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
Form of Administrative Services Agreement] Viveon Health Acquisition Corp. c/o Gibson, Deal & Fletcher, PC Spalding Exchange 3953 Holcomb Bridge Road Suite 200 Norcross Georgia 30092Administrative Services Agreement • December 21st, 2020 • Viveon Health Acquisition Corp. • Blank checks • New York
This letter agreement by and between Viveon Health Acquisition Corp., a Delaware corporation (the “Company”) and Viveon Health LLC, a Delaware limited liability company (“Viveon Health LLC”) will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NYSE American Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (Registration No. 333-251112) and related 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 (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SUNEVA MEDICAL, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 13th, 2022 • Viveon Health Acquisition Corp. • Blank checks • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of (the “Effective Date”), between Suneva Medical, Inc., a Delaware corporation (the “Company”), and Patricia Altavilla (the “Employee”). This Agreement amends and restates in its entirety that certain EMPLOYMENT AGREEMENT dated September 19, 2016 between the Company and the Employee (the “Prior Agreement”). The Company and Employee are sometimes hereinafter referred to individually as a “Party” and together as “Parties.”
SUPPLY AGREEMENTSupply Agreement • July 13th, 2022 • Viveon Health Acquisition Corp. • Blank checks • Utah
This Supply Agreement (the “Agreement”) is made and entered into this 17“day of November, 2015 (the “Effective Date”) by and between Merit Medical Systems, Inc., a Utah corporation with its principal place of business at 1600 West Merit Parkway, South Jordan, Utah 84095 (“Merit”) and Suneva Medical, Inc., a Delaware corporation with offices at 5780 Pacific Center Blvd., San Diego, CA 92121 (“Customer”). Merit and Customer are collectively referred to herein as the “Parties” and each individually as a “Party.”
DISTRIBUTION AND SUPPLY AGREEMENTDistribution Agreement • July 13th, 2022 • Viveon Health Acquisition Corp. • Blank checks
SUNEVA MEDICAL, INC., a Delaware corporation with its principal office at 5870 Pacific Center Blvd, San Diego, CA 92121 (hereinafter called “SUNEVA”) and
