AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2023 • Viveon Health Acquisition Corp. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) effective as of [__________], 2023, is made and entered into by and among Clearday, Inc. (formerly known as Viveon Health Acquisition Corp.), a Delaware corporation (the “Company”), each of the undersigned parties that are Pre-BC Investors (as defined below), and each of the former stockholders of Clearday, Inc., a Delaware corporation (“Clearday”), whose names are listed on Exhibit A hereto (each a “Clearday Investor” and collectively the “Clearday Investors”) (each of the foregoing parties (other than the Company) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, an “Investor” and collectively, the “Investors”).
MERGER AGREEMENT dated April 5, 2023 by and among Clearday, Inc., Clearday SR LLC, in the capacity as the Company Representative, Viveon Health Acquisition Corp., VHAC2 Merger Sub, Inc. and Viveon Health LLC, in the capacity as the SPAC RepresentativeMerger Agreement • April 11th, 2023 • Viveon Health Acquisition Corp. • Pharmaceutical preparations • Delaware
MERGER AGREEMENT dated as of April 5, 2023 (this “Agreement”), by and among Clearday, Inc., a Delaware corporation (the “Company”), Viveon Health Acquisition Corp., a Delaware corporation (“Parent”), VHAC2 Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Viveon Health LLC, a Delaware limited liability Company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of Parent (other than the Company Stockholders (as defined below)) as of immediately prior to the Effective Time (and their successors and assigns) in accordance with the terms and conditions of this Agreement (the “SPAC Representative”), and Clearday SR LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time for the holders of Company Preferred Stock as of immediately prior to the Effective Time (and their successors and assigns) in accordance with the terms and conditions of this Agreement (the “Compan
LOCK-UP AGREEMENTLock-Up Agreement • April 11th, 2023 • Viveon Health Acquisition Corp. • Pharmaceutical preparations
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [__________], 2023, by and between the undersigned stockholder (the “Holder”) and Viveon Health Acquisition Corp., a Delaware corporation (the “Parent”).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • April 11th, 2023 • Viveon Health Acquisition Corp. • Pharmaceutical preparations
This COMPANY SUPPORT AGREEMENT, dated as of April 5, 2023 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), Clearday, Inc., a Delaware corporation (the “Company”), and Viveon Health Acquisition Corp., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
PARENT SUPPORT AGREEMENTParent Support Agreement • April 11th, 2023 • Viveon Health Acquisition Corp. • Pharmaceutical preparations
This PARENT SUPPORT AGREEMENT, dated as of April 5, 2023 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), Clearday, Inc., a Delaware corporation (the “Company”), and Viveon Health Acquisition Corp., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
