AGREEMENT AND PLAN OF MERGER by and among SEP ACQUISITION CORP., as the Purchaser, SEP ACQUISITION HOLDINGS INC., as Merger Sub, and SANUWAVE HEALTH, INC., as the Company Dated as of August 23, 2023Agreement and Plan of Merger • August 23rd, 2023 • SEP Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of August 23, 2023 by and among (i) SEP Acquisition Corp., a Delaware corporation (the “Purchaser”), (ii) SEP Acquisition Holdings Inc., a Nevada corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), and (iii) SANUWAVE Health, Inc., a Nevada corporation (the “Company”). The Purchaser, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
FORM OF VOTING AGREEMENTForm of Voting Agreement • August 23rd, 2023 • SEP Acquisition Corp. • Blank checks • Delaware
This Voting Agreement (this “Agreement”) is made as of August 23, 2023, by and among (i) SEP Acquisition Corp., a Delaware corporation (the “Purchaser”), (ii) SANUWAVE Health, Inc., a Nevada corporation (the “Company”), and (iii) the undersigned holder (“Holder”) of capital stock and/or securities convertible into capital stock of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
SPONSOR VOTING AGREEMENTSponsor Voting Agreement • August 23rd, 2023 • SEP Acquisition Corp. • Blank checks • Delaware
This Voting Agreement (this “Agreement”) is made as of August 23, 2023, by and among (i) Mercury Sponsor Group I LLC, a Delaware limited liability company (the “Sponsor”), (ii) SEP Acquisition Corp., a Delaware corporation (the “Purchaser”), and (iii) SANUWAVE Health, Inc., a Nevada corporation (the “Company”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
LOCK-UP AGREEMENT (Company)Lock-Up Agreement • August 23rd, 2023 • SEP Acquisition Corp. • Blank checks • Delaware
This Lock-Up Agreement (this “Agreement”) is made and entered into as of August 23, 2023 by and among (i) SEP Acquisition Corp., a Delaware corporation (the “Purchaser”), and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
AMENDMENT NUMBER ONE to WARRANT AGREEMENT between SEP ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • August 23rd, 2023 • SEP Acquisition Corp. • Blank checks • New York
THIS AMENDMENT NUMBER ONE TO WARRANT AGREEMENT (this “Amendment”), dated as of _____________, 2023, is by and between SEP Acquisition Corp., a Delaware corporation formerly known as “Mercury Ecommerce Acquisition Corp.” (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). Defined terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Original Warrant Agreement (defined below).
VOTING AND NON-REDEMPTION AGREEMENTVoting and Non-Redemption Agreement • August 23rd, 2023 • SEP Acquisition Corp. • Blank checks
This VOTING AND NON-REDEMPTION AGREEMENT (this “Agreement”) is entered into as of August 23, 2023 (the “Agreement Date”) by and among SEP Acquisition Corp., a Delaware corporation (the “SPAC”), Sanuwave Health, Inc., a Nevada corporation (the “Company”), and the undersigned stockholder of SPAC (“Stockholder”). The Stockholder, the SPAC and the Company are collectively referred to herein as the “Parties” and individually as a “Party”.
AMENDMENT NUMBER ONE TO LETTER AGREEMENTLetter Agreement • August 23rd, 2023 • SEP Acquisition Corp. • Blank checks • New York
THIS AMENDMENT NUMBER ONE TO LETTER AGREEMENT (this “Amendment”), dated as of _____________, 2023, is by and between SEP Acquisition Corp., a Delaware corporation formerly known as “Mercury Ecommerce Acquisition Corp.” (the “Company”), Mercury Sponsor Group I LLC, a Delaware limited liability company (“Sponsor”) and each of the undersigned individuals, each of whom is a member of the Company’s board of directors, management team and/or advisory board (each, an “Insider” and collectively, the “Insiders”), and the other persons party hereto (the “Other Investors” and, together with Sponsor and each Insider, the “Holders” and each, a “Holder”). Defined terms used herein but not otherwise defined herein shall have the meanings assigned to them in that certain Letter Agreement, dated July 27, 2021, among the Company, Sponsor, the Insiders and the Other Investors (the “Original Letter Agreement”).
