ContractRegistration Rights Agreement • June 3rd, 2021 • Mercury Ecommerce Acquisition Corp • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 2nd, 2021 • Mercury Ecommerce Acquisition Corp • Blank checks • New York
Continental Stock Transfer & Trust Company 1 State Street, 30th Floor New York, New York 10004 Attn: Francis Wolf and Celeste Gonzalez
Mercury Ecommerce Acqusition Corp. Houston, Texas 770098Mercury Ecommerce Acquisition Corp • March 25th, 2021 • New York
Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company” or “us”), is pleased to accept the offer of Mercury Sponsor Group I LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 5,031,250 shares of Class B common stock (the “Shares”), $0.0001 par value per share, of the Company (the “Class B Shares”), up to 656,250 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Shares and the Company’s shares of Class A common stock, $0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwis
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 2nd, 2021 • Mercury Ecommerce Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 27, 2021, is made and entered into by and among Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company”), Mercury Sponsor Group I LLC, a Delaware limited liability company (the “Sponsor”), the qualified institutional buyers or institutional accredited investors listed under Anchor Investors on the signature pages hereto (the “Anchor Investors”) and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor, the Anchor Investors and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • August 2nd, 2021 • Mercury Ecommerce Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 27, 2021, by and between Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 12th, 2021 • Mercury Ecommerce Acquisition Corp • Blank checks • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • August 2nd, 2021 • Mercury Ecommerce Acquisition Corp • Blank checks • New York
ContractRegistration Rights Agreement • July 12th, 2021 • Mercury Ecommerce Acquisition Corp • Blank checks • New York
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”.
WARRANTS PURCHASE AGREEMENTWarrants Purchase Agreement • August 2nd, 2021 • Mercury Ecommerce Acquisition Corp • Blank checks • Delaware
THIS WARRANTS PURCHASE AGREEMENT, dated as of July 27, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company”), and Mercury Ecommerce Sponsor Group I LLC, a Delaware limited liability company (the “Purchaser”).
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.
FORM OF WARRANTS PURCHASE AGREEMENTForm of Warrants Purchase Agreement • July 12th, 2021 • Mercury Ecommerce Acquisition Corp • Blank checks • Delaware
THIS WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company”), and Mercury Ecommerce Sponsor Group I LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT betweenWarrant Agreement • August 2nd, 2021 • Mercury Ecommerce Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 27, 2021, is by and between Mercury Ecommerce Acquisition Corp., a Delaware corporation (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”).
FORM OF WARRANT AGREEMENTWarrant Agreement • July 12th, 2021 • Mercury Ecommerce Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Mercury Ecommerce Acquisition Corp., a Delaware corporation (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”).
Mercury Ecommerce Acquisition Corp. Houston, TX 77098Letter Agreement • June 3rd, 2021 • Mercury Ecommerce Acquisition Corp • Blank checks
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company”), Needham & Company, LLC (“Needham”) (the “Underwriter”) relating to an underwritten initial public offering (the “Public Offering”), of 17,500,000 of the Company’s units (including up to 2,625,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Compa
Mercury Ecommerce Acquisition Corp. 3737 Buffalo Speedway, Suite 1750 Houston, TX 77098Letter Agreement • August 2nd, 2021 • Mercury Ecommerce Acquisition Corp • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company”), Needham & Company, LLC (the “Underwriter”) relating to an underwritten initial public offering (the “Public Offering”), of 17,500,000 of the Company’s units (including up to 2,625,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the
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.
MERCURY ECOMMERCE ACQUISITION CORP.Mercury Ecommerce Acquisition Corp • August 2nd, 2021 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Mercury Ecommerce Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Mercury Sponsor Group I LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 3737 Buffalo Speedway, Suite 1750, Houston, Texas 77098 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000 per month on the Effective Date and continuing
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”.
MERCURY ECOMMERCE ACQUISITION CORP.Mercury Ecommerce Acquisition Corp • June 3rd, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Mercury Ecommerce Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Mercury Sponsor Group I LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 3737 Buffalo Speedway, Suite 1750, Houston, Texas 77098 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000 per month on the Effective Date and continuing
Amendment to Agreement for Purchase and Sale, Limited Exclusive Distribution and Royalties, and Servicing and Repairs of dermaPACE®System and EquipmentSEP Acquisition Corp. • December 8th, 2023 • Surgical & medical instruments & apparatus
This Amendment (this “Amendment”) to Agreement for Purchase and Sale, Limited Exclusive Distribution and Royalties, and Servicing and Repairs of dermaPACE®System and Equipment, effective as of November 1, 2023 (the “Effective Date”), is entered into by and among SANUWAVE Health, Inc., a Nevada corporation (“SNWV”), Premier Shockwave Wound Care, Inc., a Georgia corporation (“PSWC”), and Premier Shockwave, Inc., a Georgia corporation (“PS”), pursuant to Section 21 of the Agreement (as defined below). Unless otherwise defined in this Amendment, capitalized terms used in this Amendment shall have the respective meanings assigned to them in the Agreement.
FORFEITURE AND REDEMPTION AGREEMENTForfeiture and Redemption Agreement • October 3rd, 2023 • SEP Acquisition Corp. • Surgical & medical instruments & apparatus
This FORFEITURE AND REDEMPTION AGREEMENT (this “Agreement”) is entered into as of October 2, 2023 (the “Agreement Date”) by and among SEP Acquisition Corp., a Delaware corporation (“SEPA”), Mercury Sponsor Group I LLC, a Delaware limited liability company (the “Sponsor”), and SANUWAVE Health, Inc., a Nevada corporation (“SANUWAVE”). SEPA the Sponsor and SANUWAVE are collectively referred to herein as the “Parties” and individually as a “Party”. All capitalized terms used but not defined herein shall have the respective meanings specified in the Merger Agreement (as defined herein).
Mercury Ecommerce Acquisition Corp. Houston, TX 77098Letter Agreement • July 12th, 2021 • Mercury Ecommerce Acquisition Corp • Blank checks
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company”), Needham & Company, LLC (the “Underwriter”) relating to an underwritten initial public offering (the “Public Offering”), of 17,500,000 of the Company’s units (including up to 2,625,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the
INVESTMENT AGREEMENTInvestment Agreement • July 12th, 2021 • Mercury Ecommerce Acquisition Corp • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of [_______], 2021, is by and among (i) Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “SPAC”), (ii) Mercury Sponsor Group I LLC, a Delaware limited liability company (the “Sponsor”), and (iii) the party or each of the parties named on the signature page hereto as Investor (referred to individually and collectively below as “Investor”, provided, to the extent there are more than one Investor referenced below, all representations, warranties and obligations hereunder by Investor are made severally and not jointly).
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”).
AMENDMENT NUMBER ONE to WARRANT AGREEMENT between SEP ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • January 30th, 2024 • SEP Acquisition Corp. • Surgical & medical instruments & apparatus • New York
THIS AMENDMENT NUMBER ONE TO WARRANT AGREEMENT (this “Amendment”), dated as of January 29, 2024, 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).
ContractSponsor Debt Conversion Agreement • September 22nd, 2023 • SEP Acquisition Corp. • Blank checks • Delaware
AMENDMENT NUMBER ONE TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 28th, 2024 • SEP Acquisition Corp. • Surgical & medical instruments & apparatus • Delaware
THIS AMENDMENT NUMBER ONE TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of February 27, 2024, is by and between (i) SEP Acquisition Corp., a Delaware corporation (the “Purchaser”), and (ii) SANUWAVE Health, Inc., a Nevada corporation (the “Company”).
AMENDMENT NUMBER TWO TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 26th, 2024 • SEP Acquisition Corp. • Surgical & medical instruments & apparatus • Delaware
THIS AMENDMENT NUMBER TWO TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of April 25, 2024, is by and between (i) SEP Acquisition Corp., a Delaware corporation (the “Purchaser”), and (ii) SANUWAVE Health, Inc., a Nevada corporation (the “Company”).
