17,500,000 Units Viveon Health Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • December 29th, 2020 • Viveon Health Acquisition Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 29th, 2020 • Viveon Health Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 22nd 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”).
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.
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”).
Letter AgreementsUnderwriting Agreement • December 29th, 2020 • 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.
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”).
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”).
Viveon Health Acquisition Corp. c/o Gibson, Deal & Fletcher, PC Spalding Exchange 3953 Holcomb Bridge Road Suite 200 Norcross Georgia 30092Administrative Service Agreement • December 29th, 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”):
STOCK TRANSFER AGREEMENTStock Transfer Agreement • December 29th, 2020 • Viveon Health Acquisition Corp. • Blank checks • New York
This Stock Transfer Agreement (this “Agreement”) is entered into as of December 23, 2020 by and between Viveon Health LLC, a Delaware limited liability company (the “Transferor”) and Brian Cole (the “Transferee”).
