ARRANGEMENT AGREEMENTJANUARY 16, 2023Arrangement Agreement • January 17th, 2023 • Shockwave Medical, Inc. • Surgical & medical instruments & apparatus • British Columbia
Schedule A Plan of Arrangement Schedule B Arrangement Resolution Schedule C Representations and Warranties of Corporation Schedule D Representations and Warranties of Purchaser Schedule E CVR Agreement
FORM OF SUPPORT AND VOTING AGREEMENTSupport and Voting Agreement • January 17th, 2023 • Shockwave Medical, Inc. • Surgical & medical instruments & apparatus • British Columbia
WHEREAS Shareholder is the beneficial owner of [[●] common shares, [●] options to acquire common shares and [●] restricted share units] (the "Subject Securities") in the share capital of Neovasc Inc., a corporation incorporated under the Canada Business Corporations Act ("Corporation");
FORM OF CONVERSION, SUPPORT AND VOTING AGREEMENTAnd Voting Agreement • January 17th, 2023 • Shockwave Medical, Inc. • Surgical & medical instruments & apparatus • British Columbia
WHEREAS SMG is (i) the holder of the Restated Senior Secured Convertible Note issued by Corporation, on March 23, 2022, to SMG in the initial principal amount of US$13,000,000 (the "Convertible Note") (which amended and restated that certain prior senior secured convertible note dated as of May 28, 2020 issued by the Corporation to SMG), with the Convertible Note being convertible into Shares (and, in the event that the Convertible Note Conversion (as defined herein) occurs prior to the record date for purposes of determining the Shareholders entitled to notice of and to vote at the Meeting, such shares shall be deemed to be the “Conversion Shares”), (ii) the beneficial owner of [●] Shares (the “Owned Shares” and, together with the Conversion Shares, the “Subject Securities”) and (iii) the holder of the warrants set forth on Exhibit A (collectively, the “Warrants”);
