SECOND SUPPLEMENTAL INDENTURE dated as of September 20, 2023 among ProSomnus, Inc., the Subsidiary Guarantors Party Hereto and Wilmington Trust, National Association, as Trustee and Collateral Agent Senior Secured Convertible Notes due December 6, 2025Second Supplemental Indenture • September 21st, 2023 • ProSomnus, Inc. • Surgical & medical instruments & apparatus • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), entered into as of September 20, 2023, among (i) ProSomnus, Inc., a Delaware corporation (the “Company”), (ii) ProSomnus Holdings, Inc. and ProSomnus Sleep Technologies, Inc. (each, a “Subsidiary Guarantor”), and (iii) Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and collateral agent (“Collateral Agent”).
FORM OF VOTING SUPPORT AGREEMENTVoting Support Agreement • September 21st, 2023 • ProSomnus, Inc. • Surgical & medical instruments & apparatus • Delaware
This Voting Support Agreement (this “Agreement”), dated as of September 20, 2023, is entered into by and between ProSomnus, Inc., a Delaware corporation (the “Company”), and [●] (the “Supporting Stockholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Securities Purchase Agreement (as defined below).
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • September 21st, 2023 • ProSomnus, Inc. • Surgical & medical instruments & apparatus • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 20, 2023, is by and among ProSomnus, Inc., a Delaware corporation (the “Company”), and the investors listed on Annex A-1 attached hereto (each, a “Noteholder Investor”) and the investors listed on Annex A-2 attached hereto (each, a “Non-Noteholder Investor” and, together with the Noteholder Investors, the “Investors” and, each, an “Investor”). Annex A-1 and Annex A-2 are collectively referred to herein as the “Investor Schedules.”
