ROLLOVER AGREEMENTRollover Agreement • June 20th, 2024 • Vapotherm Inc • 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”).
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 20th, 2024 • Vapotherm Inc • 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 20th, 2024 • Vapotherm Inc • 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”).
OMNIBUS WARRANT AMENDMENT AGREEMENTOmnibus Warrant Amendment Agreement • June 20th, 2024 • Vapotherm Inc • Surgical & medical instruments & apparatus • New York
THIS OMNIBUS WARRANT AMENDMENT AGREEMENT (this “Agreement”), dated as of June 17, 2024, is entered into by and among (i) Vapotherm, Inc., a Delaware corporation (the “Company”), and (ii) each of the persons identified as a Holder on the signature pages hereto (each, a “Holder” and collectively, the “Holders”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • June 20th, 2024 • Vapotherm Inc • Surgical & medical instruments & apparatus • Delaware
THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 17, 2024, by and between (i) Veronica Intermediate Holdings, LLC, a Delaware limited liability company (“Parent”), and (ii) the person identified on the signature page hereto as Stockholder (“Stockholder”).
ROLLOVER AGREEMENTRollover Agreement • June 20th, 2024 • Vapotherm Inc • 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) Veronica Intermediate Holdings, LLC, a Delaware limited liability company (“Parent” and together with Topco, each a “Parent Party” and, collectively, the “Parent Parties”) and (iii) each of the Persons identified as a Holder on the signature pages hereto (each, a “Holder” and collectively, the “Holders”). Each of Topco, Parent and the Holders are referred to herein collectively as the “Parties.”
AMENDMENT NO. 8 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 20th, 2024 • Vapotherm Inc • Surgical & medical instruments & apparatus • New York
THIS AMENDMENT NO. 8 TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of June 17, 2024 (“Amendment No. 8 Execution Date”), is made among Vapotherm, Inc., a Delaware corporation with offices located at 100 Domain Drive, Exeter, NH 03833 (the “Borrower”), the other Loan Parties party hereto, SLR Investment Corp., a Maryland corporation with an office located at 500 Park Avenue, 3rd Floor, New York, NY 10022 (“SLR”), in its capacity as collateral agent (in such capacity, “Collateral Agent”) and the Lenders listed on Schedule 1.1 of the Loan and Security Agreement (as defined below) or otherwise a party hereto from time to time including SLR in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”).
