LIMITED GUARANTYLimited Guaranty • September 14th, 2023 • Healthspan Merger Sub, Inc. • Pharmaceutical preparations • Delaware
This Limited Guaranty, dated as of August 27, 2023 (this “Limited Guaranty”), by L Catterton X, L.P., a Delaware limited partnership, and L Catterton X Offshore, L.P., a Cayman Islands exempted limited partnership (each, a “Guarantor” and, collectively, the “Guarantors”), is in favor of Thorne HealthTech, Inc., a Delaware corporation (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Guaranteed Party, Healthspan Merger Sub, Inc., a Delaware corporation (“Purchaser”) and Healthspan Buyer, LLC, a Delaware limited liability company (“Parent”). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to them in the Merger Agreement.
August 27, 2023Letter Agreement • September 14th, 2023 • Healthspan Merger Sub, Inc. • Pharmaceutical preparations
This letter agreement (this “Agreement”) sets forth the commitment of L Catterton X, L.P., a Delaware limited partnership, and L Catterton X Offshore, L.P., a Cayman Islands exempted limited partnership (each, together with their successors, an “Investor” and, collectively, the “Investors”), on the terms, and subject to the conditions, set forth herein, to purchase, or cause to be purchased, directly or indirectly, equity or debt securities of Healthspan Buyer, LLC, a Delaware limited liability company (“Parent”), at or immediately prior to the Closing. It is contemplated that pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Thorne HealthTech, Inc., a Delaware corporation (the “Company”), Parent and Healthspan Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”), Purchaser
Exclusivity AgreementHealthspan Merger Sub, Inc. • September 14th, 2023 • Pharmaceutical preparations
In connection with ongoing discussions regarding a potential acquisition of Thorne HealthTech, Inc. (the “Company”) by Catterton Management Company, L.L.C. (“Buyer”) or one of Buyer’s affiliates (such potential acquisition, a “Transaction”), and in consideration for the time and expense to be incurred by Buyer in connection with the Transaction and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
June 6, 2023Healthspan Merger Sub, Inc. • September 14th, 2023 • Pharmaceutical preparations
