To: Viveon Health Acquisition Corp. LLC (the “Company”)Senior Notes Subscription Agreement • March 24th, 2022 • Viveon Health Acquisition Corp. • Blank checks • Delaware
The undersigned (the “Subscriber”), intending to be legally bound, hereby subscribes for up to $_____________ principal amount of Senior Notes due December 31, 2022, in the form of Exhibit A hereto (the “Notes”), together with a common stock purchase warrant to acquire one share of common stock, par value $0.001 per share (the “Common Stock”), of the Company for each $2.00 of the funded principal amount of Notes subscribed for hereby, in the form of Exhibit B hereto (the “Warrants”, and, together with the Notes and including the shares of Common Stock issuable upon the exercise of the Warrants, the “Securities”). Warrants shall be issued proportionally with the drawn upon under the Notes by the Company.
ContractSecurities Agreement • March 24th, 2022 • Viveon Health Acquisition Corp. • Blank checks
THESE SECURITIES AND ANY SECURITIES ISSUABLE UPON THE EXERCISE OF THIS SECURITY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 24th, 2022 • Viveon Health Acquisition Corp. • Blank checks • New York
This Amendment No. 1 (this “Amendment”), dated as of March 23, 2022, to the Investment Management Trust Agreement (as defined below) is made by and between Viveon Health Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
ContractSenior Note • March 24th, 2022 • Viveon Health Acquisition Corp. • 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.
