ARTICLE 1 DEFINITIONS 2 1.01 Definitions 2 1.02 Other Definitional Provisions 13 ARTICLE 2 THE MERGER 13 2.01 The Merger 13 2.02 Closing 13 2.03 Effective Time 14 2.04 Effects of the Merger 14 2.05 Certificate of Incorporation and Bylaws 14 2.06...Merger Agreement • October 1st, 2024 • ReShape Lifesciences Inc. • Surgical & medical instruments & apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated July 8, 2024, by and among ReShape Lifesciences Inc., a Delaware corporation (“ReShape”), Raider Lifesciences Inc., a Delaware corporation and wholly-owned subsidiary of ReShape (“Merger Sub”), and Vyome Therapeutics, Inc., a Delaware corporation (“Vyome”). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE 1 below.
RENT AGREEMENTRent Agreement • October 1st, 2024 • ReShape Lifesciences Inc. • Surgical & medical instruments & apparatus
Mrs. Neeta Jain, w/o Mr. Deepak Jain, r/o C4-201, Akshar Pavilion, Vadodara – 390021, (hereinafter referred to as the “first party” or “landlord) on the First Part.
LEASE DEEDLease Deed • October 1st, 2024 • ReShape Lifesciences Inc. • Surgical & medical instruments & apparatus
This Lease Deed is made at Delhi on this day January, 2024 by SMT. SITA GUPTA (AADHAR: 9442 3186 8849 & PAN: AEJPG9162J) W/O SH. RAJ KUMAR GUPTA, R/O PLOT NO. 1, NEW RAJDHANI ENCLAVE, DELHI-110092, hereinafter referred to the “Lessor”(which expression shall unless it be repugnant to the meaning or context thereof, mean and include her legal heirs, legal representatives, administrators and assigns) of the First Part.
LEASE DEEDLease Deed • October 1st, 2024 • ReShape Lifesciences Inc. • Surgical & medical instruments & apparatus
This Lease Deed is made at Delhi on this 01st day March, 2024 by SMT. SITA GUPTA (AADHAR: 9442 3186 8849 & PAN: AEJPG9162J & D.O.B. 10.5.1967)W/o SH. RAJ KUMAR GUPTA R/O PLOT NO. 1, NEW RAJDHANI ENCLAVE, DELHI-110092, hereinafter referred to the “Lessor” (which expression shall unless it be repugnant to the meaning or context thereof, mean and include her legal heirs, legal representatives, administrators and assigns) of the First Part.
June 27, 2024 Ambassador Frank Wisner Re: Board Member for Vyome Therapeutics, Inc. Dear Frank:Board Member Agreement • October 1st, 2024 • ReShape Lifesciences Inc. • Surgical & medical instruments & apparatus
On behalf of [Vyome Therapeutics, Inc.(“Company”), following the closing of the transactions contemplated by that certain Merger Agreement, expected to be signed on July l, 2025 by and among the Company and a Nasdaq listed Company (“Pubco”), with the majority retained by the Company’s shareholders post-merger, [] (as amended or supplemented from time to time, the “Merger Agreement”)), I would like to extend to you the invitation to join the Pubco’s Board of Directors (the “Board”). Once you accept this invitation, subject to approval by the Board, your appointment to the Board will be effective as of the Closing Date (as defined in the Merger Agreement) (the “Effective Date”).
CONSULTING AGREEMENTConsulting Agreement • October 1st, 2024 • ReShape Lifesciences Inc. • Surgical & medical instruments & apparatus • Delaware
This Consulting Agreement (the “Agreement”) is made effective as of August 26, 2024 (the “Effective Date”), by and between Vyome Therapeutics Inc., a Delaware corporation, with its principal place of business being 100 Overlook Center, 2nd Floor, Princeton, New Jersey 08540 (the “Company”) and Foresite Advisors, LLC, a Pennsylvania limited liability corporation, with its principal place of business being 320 West Mermaid Lane, Philadelphia, PA 19118 (“Foresite”). The Company and Foresite are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • October 1st, 2024 • ReShape Lifesciences Inc. • Surgical & medical instruments & apparatus • New Jersey
VYOME THERAPEUTICS Inc., a Delaware corporation having its office at 100 Overlook Center, 2nd Floor, Princeton – 08540, New Jersey, USA (hereinafter called the “Company”, which expression shall unless repugnant to the context or meaning thereof shall include its successors and assigns) of ONE PART
