United
States
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 27, 2024
Viveon
Health Acquisition Corp.
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
|
001-39827 |
|
85-2788202 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
3480
Peachtree Road NE
2nd
Floor - Suite #112
Atlanta,
Georgia 30326
(Address
of Principal Executive Offices and Zip Code)
Registrant’s
telephone number, including area code: (404) 861-5393
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| |
|
|
|
|
| Units |
|
VHAQU |
|
NYSE
American, LLC** |
| |
|
|
|
|
| Common
Stock |
|
VHAQ |
|
NYSE
American, LLC** |
| |
|
|
|
|
| Warrants |
|
VHAQW |
|
* |
| |
|
|
|
|
| Rights |
|
VHAQR |
|
NYSE
American, LLC** |
*
The Warrants trade on the OTC Pink Marketplace maintained by the OTC Markets Group, Inc.
**
The Units, Common Stock and Rights remain listed on the NYSE American pending the outcome of an appeal. Although trading has been suspended
on the NYSE American, the securities are currently traded on the OTC Pink Marketplace maintained by the OTC Markets Group, Inc
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item
1.01. |
Entry
into a Material Definitive Agreement |
Non-Redemption
Agreement
Viveon
Health Acquisition Corp. (the “Company”), is holding a Special Meeting of its Shareholders on March 27, 2024 (the
“Special Meeting”), for the purpose of (i) approving an amendment to the Company’s Amended and Restated Certificate
of Incorporation, as amended (the “Charter”), to extend the date by which the Company must consummate a business combination
from March 31, 2024 through and including September 30, 2024 (the “Extension Amendment Proposal”), and (ii) amending
the Investment Management Trust Agreement with Continental Stock Transfer & Trust (the “Trust Amendment Proposal”).
Pursuant to the Company’s Charter, holders of public shares of the Company may redeem such shares (the “Redemption Rights”)
in connection with the Extension Amendment Proposal.
On
March 27, 2024, (the Company, entered into a non-redemption agreement (the
“Non-Redemption Agreement”) with Viveon Health LLC (the “Sponsor”) and certain institutional investors
named therein (the “Investors”). Pursuant to the Non-Redemption Agreement, the Investors have agreed that, in connection
with the Special Meeting, the Investors will not exercise their Redemption Rights, or they will rescind or reverse previously submitted
redemption requests prior to the Special Meeting. Under the terms of the Non-Redemption Agreement, if the Investors do not exercise their
Redemption Rights, or validly rescind previously submitted redemption requests, and the Extension Amendment Proposal and the Trust Amendment
Proposal are approved, then promptly following the consummation of the proposed business combination, the Sponsor shall forfeit 150,000
shares of Company common stock (the “Forfeited Shares”) and the Company shall issue 150,000 shares of Company common
stock, in the aggregate, to the Investors (the “New Shares”), for no additional consideration. The New Shares shall
be issued free and clear of any liens or other encumbrances, other than (x) pursuant to the provisions of the letter agreement, dated
December 22, 2020, by and between the Company and the Sponsor, (y) restrictions on transfer imposed by the securities laws, and (z) any
other agreement relating to the shares held by the Sponsor entered into in connection with the proposed business combination (which shall
be no less favorable or more restrictive than what is agreed to by the Sponsor). At the Investors’ election, in lieu of receiving
the New Shares, following the satisfaction of Redemption Rights in connection with the consummation of the proposed business combination,
the Company shall cause its transfer agent to pay to the Investors directly from the Company’s trust account an amount
in cash equal to the product of (i) 150,000 and (ii) the final per-share redemption price then available to Company stockholder (the
“Share Consideration Payment”). In order to receive the Share Consideration Payment, the Investors shall not redeem
150,000 publicly traded shares of common stock of the Company at the time of the business combination redemption deadline.
The
foregoing description of the Non-Redemption Agreement does not purport to be complete and is qualified in its entirety by the terms and
conditions of the Non-Redemption Agreement, a form of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
| Item
9.01 | Exhibits
and Financial Statements |
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
VIVEON
HEALTH ACQUISITION CORP. |
| |
|
| Date:
March 27, 2024 |
By: |
/s/
Jagi Gill |
| |
Name: |
Jagi
Gill |
| |
Title: |
Chief
Executive Officer |
Exhibit
10.1
NON-REDEMPTION
AGREEMENT
This
Non-Redemption Agreement (this “Agreement”) is entered as of March 27, 2024, by and among Viveon Health Acquisition
Corp., a Delaware corporation (“VHAQ” or the “Company”), Viveon Health LLC, a Delaware limited
liability company (the “Sponsor”), and the undersigned investor (collectively, the “Investor”).
RECITALS
WHEREAS,
the Sponsor currently holds shares of VHAQ’S common stock, par value $0.0001 per share (the “Founder Shares”),
which Founder Shares were initially sold in a private placement in connection with VHAQ’S initial public offering;
WHEREAS,
in connection with VHAQ’S initial public offering, (i) the Sponsor became a party to that certain Letter Agreement, dated December
22, 2020, by and among VHAQ, the Sponsor, and VHAQ’S officers and directors (the “Letter Agreement”), and became
bound by all terms, conditions, and covenants thereof, and (ii) the Sponsor became a party to that certain Registration Rights Agreement,
dated as of December 22, 2020, by and among VHAQ, the Sponsor, and Holders ((as such term is used therein) (the “Registration
Rights Agreement”);
WHEREAS,
VHAQ expects to hold a special meeting of stockholders (as adjourned or postponed from time to time, the “Meeting”)
for the purpose of (i) approving an amendment to Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”),
to extend the date by which the Company must consummate a business combination (the “Extension”) from March 31, 2024
(the “Current Outside Date”) through and including September 30, 2024 (the “Extension Amendment Proposal”)
and (ii) amending the Investment Management Trust Account with Continental Stock Transfer & Trust (the “Trust Amendment
Proposal”);
WHEREAS,
the Charter provides that a holder of VHAQ’S common stock, initially sold as part of the units in VHAQ’S initial public offering
(whether they were purchased in VHAQ’S initial public offering or thereafter in the open market) (the “Public Shares”
and, together with the Founder Shares, the “Common Stock”) may redeem its Public Shares for an estimated $11.57 (without
taking into account any allowable liquidation distributions and based upon certain estimates for interest, income taxes, and other factors)
(the “Redemption Price”) in connection with the proposal to amend the Charter to effectuate the Extension upon the
terms and subject to the conditions set forth in the Charter (“Redemption Rights”);
WHEREAS,
as of the date of this Agreement, Investor is the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) of 550,000 Public Shares (the “Investor Shares”);
WHEREAS,
Investor is willing to not exercise its Redemption Rights in connection with the Extension, or to validly rescind any previously submitted
redemption demand, with respect to the Investor Shares, subject to the terms of this Agreement; and
WHEREAS,
subject to the terms and conditions of this Agreement, at the closing of the proposed business combination, the Sponsor desires to forfeit
that number of Founder Shares equal to 150,000 Shares (the “Forfeited Shares”) in consideration of the Extension to
September 30, 2024, and the Company desires to issue to the Investor, and the Investor desires to acquire from the Company, a number
of newly-issued shares of VHAQ Common Stock equal to the Forfeited Shares (the “New Shares”) at the time of the Closing
(as hereinafter defined).
NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Investor, the Company, and the Sponsor, intending to be legally bound,
hereby agree as follows:
1.
Terms of Non-Redemption; Forfeiture; and Issuance.
1.1.
Non-Redemption of Investor Shares; Closing. Upon the terms and subject to the conditions of this Agreement, including the additional
conditions set forth in Section 1.2, if (a) the Investor does not exercise (or exercised and validly rescinds) its Redemption
Rights with respect to all of the Investor Shares in connection with the Meeting and (b) the Extension Amendment Proposal and the Trust
Amendment Proposal are approved at the Meeting and implemented by the Company, then, at the Closing (as defined below) the Sponsor shall
forfeit for no consideration the Forfeited Shares and the Company shall issue to the Investor the New Shares for no additional consideration.
The New Shares shall be issued free and clear of any liens or other encumbrances, other than (x) pursuant to the provisions of the Letter
Agreement, (y) restrictions on transfer imposed by the securities laws, and (z) any other agreement relating to the Founder Shares entered
into in connection with the proposed business combination (which shall be no less favorable or more restrictive than what is agreed to
by the Sponsor). The consummation of the forfeiture of the Forfeited Shares by the Sponsor and the issuance of the New Shares by the
Company (the “Closing”) shall occur promptly following the consummation of the proposed business combination (and
in any event no later than two (2) business days after the satisfaction of the conditions set forth in Section 1.2). Alternatively,
at the Investor’s election, at the closing of the business combination, following the satisfaction of redemption demands validly
submitted by VHAQ’s public shareholders, the Company shall cause its transfer agent pay to Investor directly from the Company’s
trust account an amount in cash equal to the product of (i) 150,000 and (ii) the final per-share redemption price then available to Company
stockholder (the “Share Consideration Payment”). For the avoidance of doubt, in order to receive the Share Consideration
Payment, Investor shall not redeem 150,000 VHAQ publicly traded Class A shares at the time of the business combination redemption deadline.
Should Investor demand and Company transfer the Share Consideration Payment, the Company shall be deemed to have fully satisfied its
obligation to issue New Shares to the Investor.
1.2.
Conditions. The forfeiture of the Forfeited Shares by the Sponsor and the issuance of the New Shares (if applicable) by the Company
shall be subject to the conditions that, and shall not be effected unless and until, (i) the proposed business combination is consummated
and (ii) the Investor (or its permitted transferees (as provided by the provisions of the Letter Agreement, the “Permitted Transferees”))
executes the Joinder (as defined in Section 1.6).
1.3.
Adjustment to Share Amounts; Dividends.
1.3.1.
If, at any time prior to the Closing, the number of outstanding Founder Shares is increased or decreased by a consolidation, combination,
split, or reclassification of the Founder Shares or other similar event, then, as of the effective date of such consolidation, combination,
split, reclassification, or similar event, all share numbers referenced in this Agreement shall be adjusted in proportion to such increase
or decrease in the Founder Shares.
1.3.2.
If, at any time prior to the Closing, any dividends or distributions are paid on the Founder Shares, (i) effective as of the Closing,
the Sponsor hereby forfeits all rights to receive such dividends or other distributions with respect to the Forfeited Shares and (ii)
the Investor shall be issued such dividends or other distributions that Investor would have received if Investor had held a number of
Founder Shares equal to the Forfeited Shares immediately prior to such event.
1.3.3.
If, at any time prior to the Closing, there shall occur any reorganization, recapitalization, reclassification, consolidation, or merger
involving VHAQ in which VHAQ’S Common Stock is converted into or exchanged for securities, cash, or other property, then, following
any such reorganization, recapitalization, reclassification, or merger, in lieu of the New Shares, the Company shall issue to the Investor
in lieu of the New Shares the kind and amount of securities, cash, or other property receivable upon such reclassification, reorganization,
merger, or consolidation, that Investor would have received if Investor had held the New Shares immediately prior to such event.
1.4.
Forfeitures; Transfers; etc. The Investor shall not be subject to forfeiture, surrender, claw-back, transfers, disposals, exchanges,
or earn-outs for any reason on the New Shares. The Investor acknowledges that prior to, or at the time of, the proposed business combination,
the Sponsor may subject the Founder Shares to earn-outs, forfeitures, transfers, or other restrictions, or amend the terms under which
the Founder Shares were issued or any restrictions or other provisions relating to the Founder Shares set forth in the instruments establishing
the same (including voting in favor of any such amendment) or enter into any other arrangements with respect to the Founder Shares, and
that the Sponsor may effectuate such earn-outs, forfeitures, transfers, restrictions, amendments, or arrangements, including arrangements
relating to the relaxation or early release of restrictions, in such amounts and pursuant to such terms as the Sponsor determines in
his sole and absolute discretion for any reason. Sponsor acknowledges and agrees that any such earn-outs, forfeitures, transfers, restrictions,
amendments, or arrangements shall not apply to the New Shares and the terms and conditions applicable to the New Shares shall not be
changed or the number or amount reduced as a result of any such earn-outs, forfeitures, transfers, restrictions, amendments, or arrangements.
1.5.
Registration Rights. At the Closing, the Company will grant the Investor registration rights under the Registration Rights Agreement
equivalent to the registration rights that the Sponsor has with respect to the Founder Shares, and hereby represents and confirms to
the Investor that, upon the Investor’s receipt of the New Shares and execution of the Joinder (as defined below), (i) the Investor
shall be a “Holder” under the Registration Rights Agreement and (ii) the New Shares shall be “Registrable Securities”
under the Registration Rights Agreement.
1.6.
Joinder to Letter Agreement and Registration Rights Agreement. At the Closing, the Investor (or its Permitted Transferee) shall
execute a joinder to the Letter Agreement and the Registration Rights Agreement in substantially the form attached hereto as Exhibit
B (the “Joinder”), pursuant to which (i) the Investor shall agree with VHAQ to be bound by the transfer restrictions
set forth in, and to be subject to, the provisions of the Letter Agreement solely with respect to the New Shares and (ii) to be bound
by the terms and provisions of the Registration Rights Agreement as a “Holder” thereunder with respect to the New Shares
(upon acquisition thereof) as “Registrable Securities” thereunder and VHAQ hereby agrees to execute the Joinder contemporaneously
with the Closing. Notwithstanding anything in this Agreement or the Joinder to the contrary, the Investor shall be released with respect
to the New Shares from any transfer or lock-up restrictions under the Letter Agreement or the Registration Rights Agreement to the same
proportional extent as any holder of Founder Shares, including the Sponsor, is released from such restrictions.
1.7.
Termination. This Agreement and each of the obligations of the undersigned shall terminate on the earlier of (a) the failure of
VHAQ’S stockholders to approve the Extension Amendment Proposal and the Trust Amendment Proposal at the Meeting or the determination
of the Company not to proceed to effect the Extension, (b) the fulfillment of all obligations of parties hereto, (c) the liquidation
or dissolution of VHAQ, (d) the mutual written agreement of the parties hereto, or (e) if the Investor exercises its Redemption Rights
with respect to any Investor Shares in connection with the Meeting and such Investor Shares are actually redeemed in connection with
the Meeting. Notwithstanding any provision in this Agreement to the contrary, the Sponsor’s obligation to forfeit the Forfeited
Shares and the Company’s obligation to issue the New Shares shall be conditioned on (i) the satisfaction of the conditions set
forth in Section 1.2, Section 1.5, and Section 1.6 hereof and (ii) the Investor Shares not being redeemed in connection
with the Meeting.
2.
Representations and Warranties of the Investor. The Investor represents and warrants to, and agrees with, the Sponsor and the
Company that:
2.1.
No Government Recommendation or Approval. The Investor understands that no federal or state agency has passed upon or made any
recommendation or endorsement of the offering of the New Shares.
2.2.
Accredited Investor. At the time the Investor was offered the New Shares, it was, and as of the date hereof, the Investor is,
an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3), or (7) under the Securities Act of
1933, as amended (the “Securities Act”), or a “qualified institutional buyer” as defined in Rule 144A
under the Securities Act, and acknowledges that the offer and sale contemplated hereby are being made in reliance, among other things,
on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.
2.3.
Intent. The Investor is acquiring the New Shares solely for investment purposes, for such Investor’s own account (and/or
for the account or benefit of its members or affiliates, as permitted), and not with a view to the distribution thereof in violation
of the Securities Act and the Investor has no present arrangement to sell the New Shares to or through any person or entity except as
may be permitted hereunder.
2.4.
Restrictions on Transfer; Trust Account; Redemption Rights.
2.4.1.
The Investor acknowledges and agrees that, following their issuance, the New Shares will be subject to the transfer restrictions and
certain other restrictions as set forth in the relevant provisions of the Letter Agreement.
2.4.2.
The Investor acknowledges and agrees that the New Shares are not entitled to, and have no right, interest, or claim of any kind in or
to, any monies held in the Trust Account or distributed as a result of any dissolution or liquidation of VHAQ or liquidation of the Trust
Account.
2.4.3.
The Investor agrees only with VHAQ, solely for the benefit of and, notwithstanding anything else herein, enforceable only by VHAQ, to
waive any right that it may have to elect to have VHAQ redeem any Investor Shares and agrees not to redeem or otherwise exercise any
right to redeem, the Investor Shares and to reverse and revoke any prior redemption elections made with respect to the Investor Shares,
in each case, solely in connection with the Extension Amendment Proposal. For the avoidance of doubt, nothing in this Agreement is intended
to restrict or prohibit the Investor’s ability to redeem any Public Shares other than the Investor Shares, or to trade or redeem
any Public Shares (other than the Investor Shares) in its discretion and at any time or trade or redeem any Investor Shares in its discretion
and at any time after the date of the Meeting.
2.4.4.
The Investor acknowledges and understands that (a) the New Shares are being offered in a transaction not involving a public offering
in the United States within the meaning of the Securities Act and have not been registered under the Securities Act and, if in the future
the Investor decides to offer, resell, pledge, or otherwise transfer New Shares, such New Shares may be offered, resold, pledged, or
otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption
from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption
from the registration requirements of the Securities Act, and, in each case in accordance with any applicable securities laws of any
state or any other jurisdiction and (b) the New Shares may be subject to legends and stop transfer instructions consistent with the foregoing.
The Investor agrees that, if any transfer of the New Shares or any interest therein is proposed to be made (other than pursuant to an
effective registration statement or Rule 144 under the Securities Act), as a condition precedent to any such transfer, the Investor may
be required to deliver to VHAQ an opinion of counsel (including internal counsel) satisfactory to VHAQ that registration is not required
with respect to the New Shares to be transferred. Absent registration or another available exemption from registration, the Investor
agrees it will not transfer the New Shares.
2.5.
Sophisticated Investor. The Investor is sophisticated in business and financial matters and able to evaluate the risks and benefits
of the waiver of Redemption Rights on the terms set forth in this Agreement and the investment in the New Shares.
2.6.
Risk of Loss. The Investor is aware that an investment in the New Shares is highly speculative and subject to substantial risks.
The Investor is cognizant of and understands the risks related to the acquisition of the New Shares, including those restrictions described
or provided for in this Agreement and the Letter Agreement pertaining to transferability. The Investor is able to bear the economic risk
of its investment in the New Shares for an indefinite period of time and able to sustain a complete loss of such investment.
2.7.
Independent Investigation. The Investor has relied upon an independent investigation of VHAQ and has not relied upon any information
or representations made by any third parties or upon any oral or written representations or assurances, express or implied, from the
Sponsor or any representatives or agents of the Sponsor, other than as set forth in this Agreement. The Investor is familiar with the
business, operations and financial condition of VHAQ and has had an opportunity to ask questions of, and receive answers from VHAQ’S
management concerning VHAQ and the terms and conditions of the proposed sale of the New Shares and has had full access to such other
information concerning VHAQ as the Investor has requested. The Investor confirms that all documents that it has requested have been made
available and that the Investor has been supplied with all of the additional information concerning this investment which the Investor
has requested.
2.8
Disclosure of Information. The Investor or its advisor has had an opportunity to receive, review, and understand all information
related to the Company requested by it and to ask questions of and receive answers from the Company regarding the Company, its business,
and the terms and conditions of the offering of the New Shares, and has conducted and completed its own independent due diligence. Such
Investor acknowledges that it has had an opportunity to review VHAQ’S filings made with the SEC that are available on the SEC’s
EDGAR system. Based on the information the Investor or its advisor has deemed appropriate, and without reliance on VHAQ or the Sponsor
or their respective advisors, the Investor has independently made its own analysis and decision to enter into this Agreement. The Investor
or its advisor is relying exclusively on its own sources of information, investment analysis and due diligence (including professional
advice it deems appropriate), including, but not limited to, all business, legal, regulatory, accounting, credit, and tax matters.
2.9.
Organization and Authority. If an entity, the Investor is duly organized and existing under the laws of the jurisdiction in which
it was organized and it possesses all requisite power and authority to acquire the New Shares, execute and deliver into this Agreement,
and to perform all the obligations required to be performed by the Investor hereunder. If the Investor is a natural person, he or she
has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform
his or her obligations hereunder, and to consummate the transactions contemplated hereby.
2.10.
Non-U.S. Investor. If the Investor is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue
Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”)), the Investor hereby
represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to
subscribe for the New Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the acquisition
of the New Shares, (ii) any foreign exchange restrictions applicable to such acquisition, (iii) any governmental or other consents that
may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the acquisition, holding,
redemption, sale, or transfer of the New Shares. The Investor’s subscription and payment for and continued beneficial ownership
of the New Shares will not violate any applicable securities or other laws of the Investor’s jurisdiction.
2.11.
Authority. This Agreement has been validly authorized, executed and delivered by the Investor, assuming due authorization, execution,
and delivery by the Company and the Sponsor, is a valid and binding agreement of the Investor enforceable against the Investor in accordance
with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium,
reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies, or by equitable
principles of general application and except as enforcement of rights to indemnity and contribution may be limited by federal and state
securities laws or principles of public policy.
2.12.
No Conflicts. The execution, delivery, and performance of this Agreement and the consummation by the Investor of the transactions
contemplated hereby do not and will not (i) result in a violation of the Investor’s organizational documents, (ii) violate, conflict
with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration, or cancellation of, any agreement or instrument to which the Investor is a party,
or (iii) result in a violation of any law, statute, rule, or regulation to which the Investor is subject (including federal and state
securities laws), or any order, judgment or decree applicable to Investor, except in the case of clauses (ii) and (iii) above, for such
conflicts, defaults, rights, or violations that would not reasonably be expected to prevent the Investor from fulfilling its obligations
under this Agreement.
2.13.
No Intent to Effect a Change of Control; Ownership. The Investor has no present intent to effect a “change of control”
of VHAQ, as such term is understood under the rules promulgated pursuant to Section 13(d) of the Exchange Act.
2.14.
No Advice from the Sponsor or Company. The Investor has had the opportunity to review this Agreement and the transactions contemplated
by this Agreement and the form of Joinder with the Investor’s own legal counsel and investment and tax advisors. Except for any
statements or representations of the Sponsor and the Company explicitly made in this Agreement, the Investor is relying solely on such
counsel and advisors and not on any statements or representations, express or implied, of the Sponsor or the Company or any of its or
their representatives or agents for any reason whatsoever, including, without limitation, for legal, tax, or investment advice, with
respect to this investment, the Sponsor, VHAQ, the New Shares, the transactions contemplated by this Agreement, or the securities laws
of any jurisdiction.
2.15.
Reliance on Representations and Warranties. The Investor understands that the New Shares are being offered and sold to the Investor
in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations
of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments,
and understandings of the Investor set forth in this Agreement in order to determine the applicability of such provisions.
2.16.
No General Solicitation. Assuming the accuracy of the Company’s representations and warranties in Section 4.3, the
Investor is not subscribing for New Shares as a result of or subsequent to any general solicitation or general advertising within the
meaning of Regulation D under the Securities Act, including, but not limited to, any advertisement, article, notice, or other communication
published in any newspaper, magazine, or similar media or broadcast over television or radio or any seminar or meeting whose attendees
have been invited by any general solicitation or general advertising.
2.17.
Brokers. No broker, finder, or intermediary has been paid or is entitled to a fee or commission from or by the Investor in connection
with the acquisition of the New Shares nor is any person entitled to or will accept any such fee or commission.
2.18.
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this
Section 2 and in any certificate or agreement delivered pursuant hereto, the Investor has not made, does not hereby make, and
shall not be deemed to have made any other express or implied representation or warranty with respect to the Investor, and the Investor
disclaims any such representation or warranty. Except for the specific representations and warranties expressly made by the Sponsor in
Section 3 and by the Company in Section 4 of, and elsewhere in, this Agreement and in any certificate or agreement delivered
pursuant hereto, the Investor specifically disclaims that it is relying upon any other representations or warranties that may have been
made by the Sponsor or the Company.
3.
Representations and Warranties of the Sponsor. The Sponsor represents and warrants to, and agrees with, the Investor that:
3.1.
Organization and Authority. The Sponsor is a limited liability company duly formed and validly existing and in good standing as
a limited liability company under the laws of the State of Delaware and possesses all requisite limited liability company power and authority
to enter into this Agreement and to perform all of the obligations required to be performed by the Sponsor hereunder. All corporate action
on the part of the Sponsor and its officers, directors, and members necessary for the authorization, execution and delivery of this Agreement
and the performance of all obligations of the Sponsor required pursuant hereto has been taken. This Agreement has been duly executed
and delivered by the Sponsor and (assuming due authorization, execution, and delivery by the Company and Investor) constitutes the Sponsor’s
legal, valid, and binding obligation, enforceable against the Sponsor in accordance with its terms, except as such enforceability may
be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws relating to, or affecting
generally the enforcement of, creditors’ rights and remedies or by equitable principles of general application and except as enforcement
of rights to indemnity and contribution may be limited by federal and state securities laws or principles of public policy.
3.2.
Title to Securities. The Sponsor is the record and beneficial owner of, and has good and marketable title to, the Founder Shares
and will, immediately prior to the forfeiture of the Forfeited Shares, be the record and beneficial owner of the Forfeited Shares, in
each case, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts,
proxies and other arrangements or restrictions of any kind (other than transfer restrictions and other terms and conditions that apply
to the Founder Shares generally and applicable securities laws).
3.3.
No Conflicts. The execution, delivery, and performance of this Agreement and the consummation by the Sponsor of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) any agreement or instrument to which the Sponsor
is a party or by which it is bound with respect to the Founder Shares (including the Letter Agreement) or (ii) any law, statute, rule,
or regulation to which the Sponsor is subject or any order, judgment, or decree to which the Sponsor is subject, except, in each case,
for such conflicts, defaults or violations that would not reasonably be expected to prevent the Sponsor from fulfilling its obligations
under this Agreement. The Sponsor is not required under federal, state, or local law, rule, or regulation to obtain any consent, authorization,
or order of, or make any filing or registration with, any court or governmental agency or self-regulatory entity in order for it to perform
any of its obligations under this Agreement, including the forfeiture of the Forfeited Shares, in accordance with the terms hereof.
3.4.
Transfer Restrictions. Until termination of this Agreement, the Sponsor shall not transfer any of the Forfeited Shares or any
interest therein or right referencing or related thereto other than any transfer in connection with an proposed business combination
as contemplated by this Agreement.
3.5.
Reliance on Representations and Warranties. The Sponsor understands and acknowledges that the Investor is relying upon the truth
and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Sponsor set forth in this Agreement.
3.6.
No Pending Actions. There is no action pending against the Sponsor or, to the Sponsor’s knowledge, threatened against the
Sponsor or, before any court, arbitrator, or governmental authority, that, in any manner, challenges or seeks to prevent, enjoin, or
materially delay the performance by the Sponsor of its obligations under this Agreement.
3.7.
No Other Representations and Warranties. Except for the specific representations and warranties expressly contained in this Section
3 and elsewhere in this Agreement and in any certificate or agreement delivered pursuant hereto, the Sponsor has not made, does not
hereby make and shall not be deemed to make any other express or implied representation or warranty with respect to the Sponsor, the
Meeting, the Extension Amendment Proposal, the forfeiture by the Sponsor of the Forfeited Shares or the issuance by the Company of the
New Shares hereunder, and the Sponsor disclaims any such representation or warranty.
4.
Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, the Investor that:
4.1.
Organization and Authority. The Company is duly organized and existing under the laws of the jurisdiction in which it was organized
and it possesses all requisite power and authority to enter into this Agreement and perform all the obligations required to be performed
by the Company hereunder. This Agreement has been validly authorized, executed, and delivered by the Company, assuming due authorization,
execution, and delivery by the Sponsor and the Investor, is a valid and binding agreement of the Company enforceable against the Company
in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance,
moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies
or by equitable principles of general application and except as enforcement of rights to indemnity and contribution may be limited by
federal and state securities laws or principles of public policy.
4.2.
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not and will not (i) result in a violation of the Company’s organizational documents, (ii) violate, conflict
with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration, or cancellation of, any agreement or instrument to which the Company is a party,
or (iii) result in a violation of any law, statute, rule, or regulation to which the Investor is subject (including federal and state
securities laws), or any order, judgment, or decree applicable to the Company, except in the case of clauses (ii) and (iii) above, for
such conflicts, defaults, rights, or violations that would not reasonably be expected to prevent the Company from fulfilling its obligations
under this Agreement.
4.3.
No General Solicitation. The Company has not offered the New Shares by means of any general solicitation or general advertising
within the meaning of Regulation D under the Securities Act, including, but not limited to, any advertisement, article, notice, or other
communication published in any newspaper, magazine, or similar media or the internet or broadcast over television or radio or the internet
or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
4.4.
Valid Issuance. The New Shares have been or will be duly and validly authorized and, on the date of issuance will be duly and
validly issued, fully paid and non-assessable and free of all preemptive or similar rights, liens or other encumbrances, other than (x)
pursuant to the Letter Agreement, (y) restrictions on transfer imposed by the securities laws, and (z) any other agreement relating to
the Founder Shares entered into in connection with the proposed business combination (which shall be no less favorable or more restrictive
than what is agreed to by the Sponsor).
4.5.
Brokers. No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by the Company in connection
with the sale of the New Shares nor is any person entitled to or will accept any such fee or commission.
4.6.
Reliance on Representations and Warranties. The Company understands and acknowledges that the Investor is relying upon the truth
and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of the Company set forth in this Agreement.
4.7.
No Pending Actions. There is no action pending against the Company or, to the Company’s knowledge, threatened against the
Company, before any court, arbitrator, or governmental authority, that, in any manner, challenges or seeks to prevent, enjoin, or materially
delay the performance by the Company of its obligations under this Agreement.
4.8.
No Other Representations and Warranties. Except for the specific representations and warranties expressly contained in this Section
4 and elsewhere in this Agreement and in any certificate or agreement delivered pursuant hereto, the Company has not made, does not
hereby make, and shall not be deemed to have made any other express or implied representation or warranty with respect to the Company,
the Meeting, the Extension Amendment Proposal, the forfeiture by the Sponsor of the Forfeited Shares or the issuance by the Company of
the New Shares hereunder, and the Company disclaims any such representation or warranty.
5.
Additional Investor Covenants.
5.1.
Voting. The Investor agrees only with VHAQ, solely for the benefit of and, notwithstanding anything else herein, enforceable only
by VHAQ, that, unless otherwise advised, it will vote all Investor Shares owned, as of the applicable record date, by it at the Meeting
in favor of the Extension Amendment Proposal and the Trust Amendment Proposal and cause all such shares to be counted as present at the
Meeting for purposes of establishing a quorum.
5.2.
No Borrowing. The Investor hereby agrees only with VHAQ, solely for the benefit of and, notwithstanding anything else herein,
enforceable only by VHAQ, that it shall not borrow the Investor Shares to satisfy the requirement in Section 1.1(a) to hold the
Investor Shares on the date of the Meeting.
6.
Trust Account. Until the earlier of (a) the consummation of VHAQ’S proposed business combination and (b) the liquidation
of the Trust Account, or such later time the Company may approve in accordance with the Charter, the Company will maintain the investment
of funds held in the Trust Account in cash in an interest-bearing demand deposit account at a bank. VHAQ further confirms that it will
not utilize any funds from its Trust Account to pay any potential excise taxes that may become due pursuant to the Inflation Reduction
Act of 2022 upon a redemption of the Public Shares, including, but not limited to, in connection with the Extension Amendment Proposal
or a liquidation of VHAQ if it does not effect an proposed business combination prior to its termination date.
7.
Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles
or rules would require or permit the application of the laws of another jurisdiction. The parties hereto hereby waive any right to a
jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby. With respect to any
suit, action, or proceeding relating to the transactions contemplated hereby, the undersigned irrevocably submit to the exclusive jurisdiction
of the United States District Court or, if such court does not have jurisdiction, the New York state courts located in the Borough of
Manhattan, State of New York.
8.
Assignment; Entire Agreement; Amendment.
8.1.
Assignment. Any assignment of this Agreement or any right, remedy, obligation, or liability arising hereunder by any party
hereto to any person that is not an affiliate of such party shall require the prior written consent of the other parties hereto.
8.2.
Entire Agreement. This Agreement sets forth the entire agreement and understanding among the parties hereto as to the subject
matter thereof and merges and supersedes all prior discussions, agreements, and understandings of any and every nature among them relating
to the subject matter hereof.
8.3.
Amendment. Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived,
discharged, or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver,
discharge, or termination is sought.
8.4.
Binding upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective
heirs, legal representatives, successors and permitted assigns.
9.
Notices. Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given
if in writing and personally delivered, sent by email or other electronic transmission, provided that the sender does not receive a bounce-back
reply of non-delivery, sent by courier (which for all purposes of this Agreement shall include Federal Express or another recognized
overnight courier) or mailed to said party by certified mail, return receipt requested, postage prepaid, at its address provided for
herein or such other address as either may designate for itself in such notice to the other. Communications shall be deemed to have been
received when delivered personally, on the scheduled arrival date when sent by next day or second-day courier service, or if sent by
mail, then three days after deposit in the mail. If given by electronic transmission, such notice shall be deemed to be delivered (a)
if by electronic mail, when directed to an electronic mail address at which the party has provided to receive notice and (b) if by any
other form of electronic transmission, when directed to such party.
10.
Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party,
it being understood that both parties need not sign the same counterpart. Counterparts may be delivered via electronic mail (including
any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures
and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
11.
Survival; Severability.
11.1.
Survival. The representations, warranties, covenants, and agreements of the parties hereto shall survive the closing of the transactions
contemplated hereby.
11.2.
Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to
be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision; provided that no such
severability shall be effective if it materially changes the economic benefit of this Agreement to any party.
12.
Headings. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
13.
Disclosure; Waiver. In connection with the entry into this Agreement, VHAQ will file all required disclosures required to comply
with the rules and guidance promulgated by the SEC with respect to the Rule 14e-5 prohibition of purchases outside a tender offer, including,
but not limited to, all requirements set forth in Compliance and Disclosure Interpretation 166.01 and (to the extent that it has not
already filed) a Current Report on Form 8-K under the Exchange Act reporting, to the extent not previously publicly disclosed, the material
terms of this Agreement. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. VHAQ
agrees that the name of the Investor shall not be included in any public disclosures related to this Agreement unless required by applicable
law, rule, regulation, or stock exchange rule. The Investor (i) acknowledges that the Sponsor may possess or have access to material
non-public information which has not been communicated to the Investor; (ii) hereby waives any and all claims, whether at law, in equity
or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against the Sponsor or any
of VHAQ’S officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose
any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination
involving VHAQ, including, without limitation, any claims arising under Rule 10b-5 of the Exchange Act; and (iii) is aware that the Sponsor
and Company are relying on the truth of the representations set forth in Section 2 of this Agreement and the foregoing acknowledgement
and waiver in this Section 13, in connection with the transactions contemplated by this Agreement. VHAQ shall, by 9:30 a.m., New
York City time, no later than the first business day immediately following the execution of this Agreement, issue one or more press releases
or file with the SEC a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent
not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, nonpublic information
that VHAQ has provided to Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document
or the initial Form 8-K referred to in the first sentence of this Section 13, to VHAQ’S knowledge, Investor shall not be
in possession of any material, nonpublic information received from VHAQ or any of its officers, directors, or employees.
14.
Independent Nature of Rights and Obligations. Nothing contained herein, and no action taken by any party pursuant hereto, shall
be deemed to constitute the Investor and the Sponsor as, and the Sponsor acknowledges that the Investor and the Sponsor do not so constitute,
a partnership, a limited partnership, a syndicate, an association, a joint venture or any other kind of entity, including, but not limited
to, for the purpose of acquiring, holding, or disposing of securities of VHAQ, or create a presumption that the Investor and the Sponsor
are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or
any matters, and the Sponsor acknowledges that the Investor and the Sponsor are not acting in concert or as a group, and the Sponsor
shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Agreement.
15.
Most Favored Nation. In the event the Sponsor or VHAQ has entered into or enters one or more other non-redemption agreements before
or after the execution of this Agreement in connection with the Meeting, the Sponsor and VHAQ represent that the terms of such other
agreements are not materially more favorable in the aggregate to such other investors thereunder than the terms of this Agreement are
in respect of the Investor. For the avoidance of doubt, the Sponsor and VHAQ hereby acknowledge and agree that a ratio of Investor Shares
to New Shares in any such other non-redemption agreement that is more favorable to any other investor party to such other agreement than
such ratio in this Agreement is to Investor would be materially more favorable to such other investor. In the event that another investor
is afforded any such more favorable terms than the Investor, the Sponsor shall promptly inform the Investor of such more favorable terms
in writing (email being sufficient), and the Investor shall have the right to elect to have such more favorable terms included herein,
in which case the parties hereto shall promptly amend this Agreement to effect the same.
16.
ROFR. In the event the Company seeks any future equity or debt offerings (the “Future Financings”), it acknowledges
and agrees that it shall first offer Investor the ability to participate in up to $20,000,000 of any such Future Financings prior to
the execution of any agreements governing the Future Financings. Investor shall have fifteen (15) calendar days (unless such period of
time is waived by the Investor) to elect to participate in such Future Financing by delivering written notice to the Company. If Investor
does not exercise its right to participate in a Future Financing within such fifteen (15) calendar day period, Investor shall be deemed
to have waived such rights, and the Company may complete such Future Financing on terms no more favorable to the investors therein than
those specified in the offer to Investor.
[signature
page follows]
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
INVESTOR:
METEORA
SPECIAL OPPORTUNITY FUND I, LP;
METEORA
CAPITAL PARTNERS, LP; and
METEORA
SELECT TRADING OPPORTUNITIES MASTER, LP
| By: |
/s/
Vikas Mittal |
|
| |
Vikas
Mittal, Managing Member |
|
| COMPANY: |
|
| VIVEON HEALTH LLC |
|
| |
|
|
| By: |
/s/
Jagi Gill |
|
| |
Jagi Gill, CEO |
|
| SPONSOR: |
|
| VIVEON HEALTH LLC |
|
| |
|
|
| By: |
/s/
Jagi Gill |
|
| |
Jagi Gill, CEO |
|
| Fund |
|
Investor
Shares |
|
New
Shares |
| Meteora
Special Opportunity Fund I, LP |
|
20,950 |
|
5,714 |
| Meteora
Capital Partners, LP |
|
49,855 |
|
13,597 |
| Meteora
Select Trading Opportunities Master, LP |
|
479,195 |
|
130,689 |
| Total |
|
550,000 |
|
150,000 |
[Signature
Page to Non-Redemption Agreement]
Exhibit
A
[Exhibit
Internationally Omitted]
[Exhibit
A to Non-Redemption Agreement]
Exhibit
B
FORM
OF JOINDER
TO
LETTER
AGREEMENT
AND
REGISTRATION
RIGHTS AGREEMENT
_______, 2024
Reference
is made to that certain Non-Redemption Agreement, dated as of ______, 2024 (the “Agreement”), by and among
Meteora Special Opportunity Fund I, LP, LLC, Meteora Capital Partners, LP, and Meteora Select Trading Opportunities Master, LP (“Investor”),
Viveon Health Acquisition Corp. (the “Company”), and Viveon Health LLC (the “Sponsor”), pursuant
to which Investor agreed not to exercise Redemption Rights with respect to certain Investor Shares and, in consideration therefor, acquired
securities of the Company upon the consummation of the Company’s proposed business combination. Capitalized terms used and not
otherwise defined herein shall have the meanings given to such terms in the Agreement.
By
executing this Joinder, Investor hereby agrees, as of the date first set forth above, that Investor (i) shall become a party to that
certain Letter Agreement, dated December 22, 2020, by and among VHAQ, the Sponsor, and VHAQ’S officers and directors (as it may
be amended from time to time, the “Letter Agreement”), in accordance with the relevant provisions of the Letter Agreement,
and shall be bound by, and shall, subject to the acknowledgment below, be subject to the transfer restrictions set forth under the relevant
provisions of the Letter Agreement solely with respect to its New Shares in the same manner as if Investor were a “Sponsor”
original signatory to the Letter Agreement; provided, however, that the Investor shall be permitted to transfer its New
Shares to its affiliates in accordance with the relevant provisions of the Letter Agreement; and (ii) shall become a party to that certain
Registration Rights Agreement, dated December 22, 2020, by and among the Company, its officers and directors, and the Sponsor (as it
may be amended from time to time, including in connection with the proposed business combination, the “Registration Rights Agreement”),
and shall be bound by the terms and provisions of the Registration Rights Agreement as a Holder (as defined therein) and entitled to
the rights of a Holder under the Registration Rights Agreement and the New Shares (together with any other equity security of the Company
issued or issuable with respect to any such New Shares by way of a share dividend or share subdivision or in connection with a combination
of shares, recapitalization, merger, consolidation, or reorganization) shall be “Registrable Securities” thereunder.
For
the purposes of clarity, it is expressly understood and agreed that each provision contained herein, in the Letter Agreement (to the
extent applicable to the Investor) and the Registration Rights Agreement is between the Company and Investor, solely, and not between
and among Investor and the other stockholders of the Company signatory thereto.
This
joinder may be executed in two or more counterparts, and by electronic mail (including any electronic signature covered by the U.S. federal
ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g.,
www.docusign.com) or other transmission method, all of which shall be deemed an original and all of which together shall constitute
one instrument.
[signature
page follows]
INVESTOR:
[ ]
COMPANY:
VIVEON
HEALTH ACQUISITION CORP.
SPONSOR:
VIVEON
HEALTH LLC
[Signature
Page to Joinder to Letter Agreement and Registration Rights Agreement]
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