AGREEMENT AND PLAN OF MERGER By and Among ABBVIE INC., SCOUT MERGER SUB, INC. and SOLITON, INC. Dated as of May 8, 2021Agreement and Plan of Merger • May 10th, 2021 • Soliton, Inc. • Surgical & medical instruments & apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of May 8, 2021 (this “Agreement”), is by and among AbbVie Inc., a Delaware corporation (“Parent”), Scout Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Soliton, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 8.12.
AMENDMENT TO COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • May 10th, 2021 • Soliton, Inc. • Surgical & medical instruments & apparatus • Delaware
This AMENDMENT (this “Amendment”) to that certain Common Stock Purchase Warrant (the “Warrant”), issued [•], 20[•], issued by Soliton, Inc., a Delaware corporation (the “Company”), to [•] (the “Holder”), is made as of [•], 2021, by and between the Company and the Holder. Defined terms used herein but not defined herein shall have the meanings set forth in the Warrant.
SUPPORT AGREEMENTSupport Agreement • May 10th, 2021 • Soliton, Inc. • Surgical & medical instruments & apparatus • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of May 8, 2021, is by and among AbbVie Inc., a Delaware corporation (“Parent”), Scout Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Remeditex Ventures, LLC (the “Stockholder”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2021 • Soliton, Inc. • Surgical & medical instruments & apparatus
THIS AMENDMENT (“Amendment”) is entered into on May 8, 2021 and serves to amend the Employment Agreement entered into by and between Soliton, Inc., a Delaware company (“Company”), and Brad Hauser (“Executive” and, together with the Company, the “Parties”), on October 30, 2020 (the “Agreement”). All capitalized terms not defined herein shall have the meaning set forth in the Agreement.
FORM OF OFFICER SUPPORT AGREEMENTForm of Officer Support Agreement • May 10th, 2021 • Soliton, Inc. • Surgical & medical instruments & apparatus • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of May ___, 2021, is by and among AbbVie Inc., a Delaware corporation (“Parent”), Scout Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and [•] (the “Stockholder”).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • May 10th, 2021 • Soliton, Inc. • Surgical & medical instruments & apparatus • Texas
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (“Agreement”) is entered into on May 8, 2021 by and between Soliton, Inc., a Delaware corporation (“Company”), and Brad Hauser (“Executive” and together with the Company, the “Parties”).
