17,000,000 Units Viveon Health Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • December 21st, 2020 • Viveon Health Acquisition Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 21st, 2020 • Viveon Health Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of December, 2020, by and among Viveon Health Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
FORM OF WARRANT AGREEMENTWarrant Agreement • December 21st, 2020 • Viveon Health Acquisition Corp. • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of December_________, 2020, by and between Viveon Health Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • December 21st, 2020 • Viveon Health Acquisition Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of ______, 2020, by and between Viveon Health Acquisition Corp., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • December 21st, 2020 • Viveon Health Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [●], 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”).
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.
RIGHTS AGREEMENTRights Agreement • December 21st, 2020 • Viveon Health Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [______], 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”).
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 30092Letter 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”):
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.
ContractViveon Health Acquisition Corp. • December 21st, 2020 • 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.
December __, 2020Underwriting Agreement • December 21st, 2020 • Viveon Health Acquisition Corp. • Blank checks
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.
