AGREEMENT AND PLAN OF MERGER among VERONICA HOLDINGS, LLC VERONICA INTERMEDIATE HOLDINGS, LLC VERONICA MERGER SUB, INC. and VAPOTHERM, INC. Dated as of June 17, 2024Merger Agreement • June 18th, 2024 • Army Joseph • Surgical & medical instruments & apparatus • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 17, 2024 (this “Agreement”), among Veronica Holdings, LLC, a Delaware limited liability company (“Topco”), Veronica Intermediate Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of Topco (“Parent”), Veronica Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Vapotherm, Inc., a Delaware corporation (the “Company”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 18th, 2024 • Army Joseph • Surgical & medical instruments & apparatus • Delaware
This SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of June 17, 2024, is entered into by and between Veronica Holdings, LLC, a Delaware limited liability company (“Topco”), and the Person identified as Subscriber on the signature pages hereto (“Subscriber”).
ROLLOVER AGREEMENTRollover Agreement • June 18th, 2024 • Army Joseph • Surgical & medical instruments & apparatus • Delaware
This ROLLOVER AGREEMENT (this “Agreement”), dated as of June 17, 2024, is entered into by and among (i) Veronica Holdings, LLC, a Delaware limited liability company (“Topco”), (ii) Vapotherm, Inc., a Delaware corporation (the “Company”), and (iii) the person identified on the signature page hereto as Holder (“Holder”).
June 17, 2024 Joseph Army By Email Delivery Dear Joseph,Separation Pay Agreement • June 18th, 2024 • Army Joseph • Surgical & medical instruments & apparatus
Reference is herein made to (i) the Agreement and Plan of Merger, dated as of the date first written above, by and among Veronica Holdings, LLC, a Delaware limited liability company (“Topco”), Vapotherm, Inc., a Delaware corporation (the “Company”), Veronica Intermediate Holdings, LLC, a Delaware limited liability company (“Parent”), and Veronica Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”) (as amended, restated or otherwise modified pursuant to its terms from time to time, the “Merger Agreement”), pursuant to which, on the terms thereof and subject to the conditions therein, among other matters, Merger Sub shall merge with and into the Company, with the Company surviving such merger (the “Merger”), and (ii) the Separation Pay Agreement, dated as of March 24, 2022, by and between you and the Company (as amended, restated or otherwise modified pursuant to its terms from time to time and this letter agreement, the “Separation Pay Agreement
