AGREEMENT AND PLAN OF MERGER BY AND AMONG VESPER HEALTHCARE ACQUISITION CORP., HYDRATE MERGER SUB I, INC., HYDRATE MERGER SUB II, LLC, LCP EDGE INTERMEDIATE, INC. and LCP EDGE HOLDCO, LLC, as Stockholders’ Representative DATED AS OF DECEMBER 8, 2020Agreement and Plan of Merger • December 9th, 2020 • Vesper Healthcare Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 8, 2020, is made by and among Vesper Healthcare Acquisition Corp., a Delaware corporation (“Parent”), Hydrate Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub I”), Hydrate Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Parent (“Merger Sub II”), LCP Edge Intermediate, Inc., a Delaware corporation (the “Company”), and LCP Edge Holdco, LLC, a Delaware limited liability company (“Holdco” and, in its capacity as the Stockholders’ Representative, the “Stockholders’ Representative”). Parent, Merger Sub I, Merger Sub II, the Company and the Stockholders’ Representative are each referred to herein as a “Party” and, collectively, as the “Parties.”
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • December 9th, 2020 • Vesper Healthcare Acquisition Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Agreement”) is dated as of December 8, 2020, by and among BLS Investor Group, LLC, a Delaware limited liability company (“Sponsor”), Vesper Healthcare Acquisition Corp., a Delaware corporation (“Parent”), and LCP Edge Intermediate, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
