Exhibit 10.1


 


Execution
Version


 


VOTING AND SUPPORT AGREEMENT


 


This Voting and Support Agreement
(this “Agreement”) is made and entered into as of November 14, 2021 (the “Agreement Date”),
by and among Marlin Parent, Inc., a Delaware corporation (“Parent”), Casper Sleep Inc., a Delaware corporation
(the “Company”), and the stockholder(s) of the Company listed on Schedule A and the signature pages hereto
(each, a “Stockholder” and, collectively, the “Stockholders”). Each of Parent, the Company and the
Stockholders are sometimes referred to as a “Party” and collective as the “Parties”.


 


RECITALS


 


A.            Concurrently
with the execution and delivery of this Agreement, Parent, Merger Sub, and the Company are entering into an Agreement and Plan of Merger
(as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) that, among other
things and subject to the terms and conditions set forth therein, provides for the merger of Merger Sub with and into the Company, with
the Company being the surviving entity in such merger (the “Merger”).


 


B.            As
of the Agreement Date, each Stockholder is the record and/or “beneficial owner” (within the meaning of Rule 13d-3 under
the Exchange Act) of the number of shares of Common Stock, $0.000001 par value per share, of the Company (the “Company Stock”),
such shares being all of the shares of Company Stock owned of record or beneficially by such Stockholder as of the Agreement Date (with
respect to such Stockholder, the “Owned Shares”, and the Owned Shares together with any additional shares of Company
Stock that such Stockholder may acquire record and/or beneficial ownership of after the Agreement Date (including, for the avoidance of
doubt, as a result of the settlement or exercise of any Company Equity Awards), such Stockholder’s “Covered Shares”)
set forth next to such Stockholder’s name on Schedule A hereto.


 


C.            In
connection with Parent’s and Merger Sub’s entry into the Merger Agreement, each Stockholder has agreed to enter into this
Agreement with respect to such Stockholder’s Covered Shares.


 


NOW, THEREFORE, in consideration
of the foregoing and the respective representations, warranties, covenants and agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, do hereby agree
as follows:


 


1.            Definitions.
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
When used in this Agreement, the following terms shall have the meanings assigned to them in this Section 1.


 


1.1.            “Expiration
Time” shall mean the earlier to occur of (a) the time that the Requisite Stockholder Approval has been obtained, (b) the
Effective Time, (c) such date and time as the Merger Agreement shall be validly terminated pursuant to Article VIII thereof,
and (d) any amendment of any term or provision of the original Merger Agreement, dated as of the Agreement Date, that (i) reduces
the Per Share Price or changes the form of consideration payable to the Stockholders pursuant to Section 2.7(a)(ii) of the Merger
Agreement or (ii) extends the Termination Date, in each case without such Stockholder’s prior consent.


 


1.2.            “Transfer”
shall mean (a) any direct or indirect offer, sale, assignment, encumbrance, pledge, hypothecation, disposition, or other transfer
(by operation of Law or otherwise), either voluntary or involuntary, or entry into any option or other Contract, arrangement or understanding
with respect to any offer, sale, assignment, encumbrance, pledge, hypothecation, disposition or other transfer (by operation of Law or
otherwise), of any Covered Shares or any interest in any Covered Shares (in each case other than this Agreement), (b) the deposit
of such Covered Shares into a voting trust, the entry into a voting agreement or arrangement (other than this Agreement) with respect
to such Covered Shares or the grant of any proxy or power of attorney (other than this Agreement) with respect to such Covered Shares,
or (c) any Contract or commitment (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a) or
(b) above.


 






     


     


    

 


2.            Agreement
to Not Transfer the Covered Shares.


 


2.1.            No
Transfer of Covered Shares. Until the Expiration Time, each Stockholder agrees not to Transfer, or cause or permit the Transfer, of
any of such Stockholder’s Covered Shares, other than with the prior written consent of Parent or in accordance with, and subject
to, Section 2.2. Any Transfer or attempted Transfer of any Covered Shares in violation of this Section 2.1
shall be null and void and of no effect whatsoever.


 


2.2.            Permitted
Transfers. Notwithstanding anything herein to the contrary, any Stockholder may Transfer any such Covered Shares to (a) any other
Stockholder or any Affiliate of any such Stockholder, (b) any family member (including a trust for such family member’s benefit)
of such Stockholder or (c) any charitable foundation or organization, in the case of each of the foregoing clauses (a)-(c) if
and so long as, prior to and as a condition to effectuating any such Transfer, the assignee or transferee agrees to be bound by the terms
of this Agreement and executes and delivers to the Parties a written consent and joinder memorializing such agreement in form and substance
reasonably satisfactory to Parent.  During the term of this Agreement, the Company will not register or otherwise recognize the transfer
(book-entry or otherwise) of any Covered Shares or any certificate or uncertificated interest representing any of such Stockholder’s
Covered Shares, except as permitted by, and in accordance with, this Section 2.2.


 


3.            Agreement
to Vote the Covered Shares.


 


3.1.            Voting
Agreement. Until the Expiration Time, at every meeting of the Company’s stockholders at which any of the following matters are
to be voted on (including any adjournment or postponement thereof), and on any action or approval of the Company’s stockholders
by written consent with respect to any of the following matters, each Stockholder shall vote (including via proxy) all of such Stockholder’s
Covered Shares (or cause the holder of record on any applicable record date to vote (including via proxy) all of such Stockholder’s
Covered Shares) (a) in favor of adoption of the Merger Agreement and the Transactions (including the Merger); and (b) against
(i) any action or agreement that would reasonably be expected to result in any of the conditions to the Company’s obligations
set forth in Section 7.1 or Section 7.3 under the Merger Agreement not being satisfied and (ii) any Acquisition Proposal,
or any agreement, transaction or other matter that is intended to, or would reasonably be expected to, impede, interfere with or materially
and adversely affect the consummation of the Merger and the other Transactions (clauses (a) and (b), the “Covered Proposals”).


 


3.2.            Quorum.
Until the Expiration Time, at every meeting of the Company’s stockholders (including any adjournment or postponement thereof), each
Stockholder shall be represented in person or by proxy at such meeting (or cause the holders of record on any applicable record date to
be represented in person or by proxy at such meeting) in order for the Covered Shares to be counted as present for purposes of establishing
a quorum.


 


3.3.            Return
of Proxy. Each Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), within 48 hours of receipt,
any proxy card or voting instructions it receives that is sent to stockholders of the Company soliciting proxies with respect to any matter
described in Section 3.1, which shall be voted in the manner described in Section 3.1 (with Parent to be
promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions).


 


4.            Waiver
of Appraisal Rights. Each Stockholder hereby irrevocably waives all appraisal rights under Section 262 of the DGCL with respect
to all of such Stockholder’s Covered Shares owned (beneficially or of record) by such Stockholder, a copy of which is attached hereto
as Schedule B, with respect to the Merger and the other Transactions.


 






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5.            New
Shares. Each Stockholder agrees that any shares of Company Stock that such Stockholder purchases or with respect to which such
Stockholder otherwise acquires record or beneficial ownership (including (a) any shares of Company Stock that such Stockholder
acquires pursuant to the exercise or settlement of any Company Equity Awards or (b) pursuant to a stock split, reverse stock
split, stock dividend or distribution or any change in Company Stock by reason of any recapitalization, reorganization, combination,
reclassification, exchange of shares or similar transaction) after the Agreement Date and prior to the earlier of the Effective Time
and the Expiration Time, shall automatically become, and shall be deemed to be, Covered Shares and will thereafter be subject to the
terms and conditions of this Agreement to the same extent as if they comprised Covered Shares on the date hereof.


 


6.            Fiduciary
Duties; Legal Obligations. Each Stockholder is entering into this Agreement solely in its capacity as the record holder or beneficial
owner of such Stockholder’s Covered Shares. Nothing in this Agreement shall in any way prevent, limit or affect any actions taken
by any such Stockholder in his or her capacity as a director or officer of the Company or any of its Affiliates or from complying with
his or her fiduciary duties or other legal obligations under applicable Law while acting in such capacity as a director or officer of
the Company or any of its Affiliates.


 


7.            Representations
and Warranties of the Stockholder. Each Stockholder hereby represents and warrants to Parent that:


 


7.1.            Due
Authority. The Stockholder has the full power and capacity to make, enter into and carry out the terms of this Agreement. If the Stockholder
is not a natural person, (a) the Stockholder is duly organized, validly existing and in good standing in accordance with the applicable
Laws of its jurisdiction of formation, as applicable and (b) the execution and delivery of this Agreement, the performance of the
Stockholder’s obligations hereunder, and the consummation of the transactions contemplated hereby have been validly authorized,
and no other consents or authorizations are required to give effect to this Agreement or the transactions contemplated by this Agreement.
This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding obligation of the
Stockholder enforceable against it in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other applicable Laws affecting creditors’ rights generally and general principles of equity).


 


7.2.            Ownership
of the Covered Shares. (a) The Stockholder is, as of the Agreement Date and, with respect to any Covered Shares acquired after
the Agreement Date, will be as of the date of such acquisition, the beneficial or record owner of such Stockholder’s Owned Shares,
free and clear of any and all Liens, other than those (i) created by this Agreement, (ii) arising under applicable securities
laws or (iii) as disclosed on Schedule A hereto, and (b) the Stockholder has sole voting power over all of
such Owned Shares and Covered Shares, respectively, beneficially owned by the Stockholder. The Stockholder has not entered into any agreement
to Transfer any Covered Shares. As of the Agreement Date, the Stockholder does not own, beneficially or of record, any shares of Company
Stock or other voting shares of the Company (or any securities convertible, exercisable or exchangeable for, or rights to purchase or
acquire, any shares of Company Stock or other voting shares of the Company) other than the Owned Shares and the Company Equity Awards
held by the stockholder.


 






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7.3.          No
Conflict; Consents.


 


a.            The
execution and delivery of this Agreement by the Stockholder does not, and the performance by the Stockholder of its obligations under
this Agreement and the compliance by the Stockholder with any provisions hereof does not and will not: (i) conflict with or violate
any applicable Laws, or (ii) result in any breach of or constitute a default (or an event that 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, or result in the
creation of a Lien on any of the Covered Shares beneficially owned by the Stockholder pursuant to any Contract or obligation to which
the Stockholder is a party or by which the Stockholder is subject.


 


b.            No
consent, approval, order or authorization of, or registration, declaration or, except as required by the rules and regulations promulgated
under the Exchange Act, filing with, any Governmental Entity or any other Person, is required by or with respect to the Stockholder in
connection with the execution and delivery of this Agreement or the consummation by them of the transactions contemplated hereby.


 


7.4.          Absence
of Litigation. As of the Agreement Date, there is no legal action pending against, or, to the knowledge of the Stockholder, threatened
against or affecting the Stockholder that would reasonably be expected to materially impair the ability of the Stockholder to perform
its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.


 


8.            Representations
and Warranties of Parent. Parent hereby represents and warrants to the Stockholder that:


 


8.1.          Due
Authority. Parent has the full power and capacity to make, enter into and carry out the terms of this Agreement. Parent is duly organized,
validly existing and in good standing in accordance with the applicable Laws of its jurisdiction of formation. The execution and delivery
of this Agreement, the performance of Parent’s obligations hereunder, and the consummation of the transactions contemplated hereby
has been validly authorized, and no other consents or authorizations are required to give effect to this Agreement or the transactions
contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by Parent and constitutes a valid and
binding obligation of Parent enforceable against it in accordance with its terms, (subject to applicable bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and other applicable Laws affecting creditors’ rights generally and general principles of equity).


 


8.2.          No
Conflict; Consents.


 


a.            The
execution and delivery of this Agreement by Parent does not, and the performance by Parent of its obligations under this Agreement and
the compliance by Parent with the provisions hereof do not and will not: (i) conflict with or violate any applicable Law, or (ii) result
in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a material default) under,
or give to others any rights of termination, amendment, acceleration or cancellation of, pursuant to any Contract or obligation to which
Parent is a party or by which Parent is subject.


 


b.            No
consent, approval, order or authorization of, or registration, declaration or, except as required by the rules and regulations promulgated
under the Exchange Act, filing with, any Governmental Entity or any other Person, is required by or with respect to Parent in connection
with the execution and delivery of this Agreement or the consummation by Parent of the transactions contemplated hereby.


 


8.3.          Absence
of Litigation. As of the Agreement Date, there is no legal action pending against, or, to the knowledge of Parent, threatened against
or affecting Parent that would reasonably be expected to materially impair the ability of Parent to perform its obligations hereunder
or to consummate the transactions contemplated hereby on a timely basis.


 


9.            Miscellaneous.


 


9.1.          Other
Agreements. Each Stockholder further agrees that, from and after the date hereof until the Expiration Time, such Stockholder will
not, and will not permit any entity under such Stockholder’s control to, (a) solicit proxies or become a “participant”
in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) in opposition to any Covered Proposal,
(b) initiate a stockholders’ vote with respect to an Acquisition Proposal, (c) become a member of a “group”
(as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company with respect
to an Acquisition Proposal, or (d) take any action that the Company is prohibited from taking pursuant to Section 5.3 (No
Solicitation), Section 6.4 (Company Stockholder Meeting) or Section 6.13 (Public Statements and Disclosures)
of the Merger Agreement, subject in each case of this clause (d) to Section 6 of this Agreement in all respects.


 






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9.2.            No
Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence
of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares
shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting
or disposition of any of the Covered Shares, except as otherwise provided herein.


 





9.3.            Certain
Adjustments. In the event of any change in the Company Stock by reason of any split-up, reverse stock split, recapitalization, combination,
reclassification, exchange of shares or the like, the terms “Company Stock” and “Covered Shares” shall be deemed
to refer to and include such shares as well as any securities into which or for which any or all of such shares may be changed or exchanged
or which are received in such transaction.


 


9.4.            Amendments
and Modifications. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of
a written agreement executed by all of the Parties.


 


9.5.            Expenses.
All costs and expenses incurred by any Party in connection with this Agreement shall be paid by the Party incurring such cost or expense.


 


9.6.            Notices.
All notices and other communications hereunder must be in writing and will be deemed to have been duly delivered and received hereunder
(i) four (4) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid; (ii) one
(1) Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service;
or (iii) immediately upon delivery by hand or by email transmission, in each case to the intended recipient as set forth below:


 


a.            if
to the Stockholder, to the address for notice set forth on Schedule A hereto.


 


b.            if
to Parent, to:


 


Marlin Parent, Inc. 


c/o Durational Capital Partners

107 Grand Street, 7th Floor

New York, NY 10013


		Attention:	Eric Sobotka



		Email:	[***]



 


with a copy to:


 


Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022


		Attention:	Jonathan L Davis, P.C.






Joshua Kogan, P.C.





Francisco Morales Barrón





		E-mail:	[***]






[***] 


[***]


 






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c.            if
to Company, to: 


 


Casper Sleep Inc. 


3 World Trade Center 


175 Greenwich Street, 40th Floor 


New
York, NY 10007


		Attention:	Jonathan Truppman



		Email:	[***]



 


with a copy to:


 


Latham & Watkins LLP

1271 Avenue of Americas 


New York, NY 10020


		Attention:	Josh Dubofsky






Justin Hamill


		Email:	[***]






[***]


 


or to such other address or facsimile number as
such Party may hereafter specify in writing for the purpose by notice to the other Parties. Any notice received at the addressee’s
location, or by email at the addressee’s email address on any day that is not a Business Day will be deemed to have been received
at 9:00 a.m., Eastern time, on the next Business Day.


 


9.7.         Jurisdiction;
Waiver of Jury Trial.


 


a.            Each
of the Parties (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside
the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding that may be based upon, arise out of or relate to this Agreement,
or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related
to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement, or the
negotiation, execution or performance of this Agreement, for and on behalf of itself or any of its properties or assets, in accordance
with Section 9.6 or in such other manner as may be permitted by applicable Law, and nothing in this Section 9.7
will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally
consents and submits itself and its properties and assets in any Legal Proceeding described in clause (i) hereto to the exclusive
general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware
(or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within
the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises out of this Agreement
or the transactions contemplated hereby; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion
or other request for leave from any such court; (iv) agrees that any Legal Proceeding described in clause (i) hereto will be
brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue
of any Legal Proceeding described in clause (i) hereto in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient
court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Legal Proceeding described in clause
(i) hereto in any court other than the Chosen Courts. Each Party agrees that a final judgment in any Legal Proceeding described in
clause (i) hereto in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in
any other manner provided by applicable Law.


 






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b.            EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY LEGAL PROCEEDING DESCRIBED IN SECTION 9.7(A) IS LIKELY TO INVOLVE COMPLICATED AND
DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE), INCLUDING
ANY SUCH LEGAL PROCEEDING INVOLVING DEBT FINANCING SOURCES IN CONNECTION WITH THE FINANCING DESCRIBED IN THIS AGREEMENT. EACH PARTY
ACKNOWLEDGES AND AGREES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (ii) IT
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (iii) IT MAKES THIS WAIVER VOLUNTARILY; AND (iv) IT HAS
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.7(B).


 


9.8.         Documentation
and Information. Each Stockholder consents to and authorizes the publication and disclosure by Parent and the Company of such Stockholder’s
identity and holding of the Covered Shares, and the terms of this Agreement (including, for the avoidance of doubt, the disclosure of
this Agreement), in any press release, the Proxy Statement and any other disclosure document required in connection with the Merger Agreement,
the Merger and the other Transactions.


 


9.9.          Further
Assurances. Each Stockholder agrees, from time to time, at the reasonable request of Parent and without further consideration, to
execute and deliver such additional documents and take all such further action as may be reasonable required to consummate and make effective,
in the most expeditious manner practicable, the transactions contemplated by this Agreement.


 


9.10.       Stop
Transfer Instructions. At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration
Time, in furtherance of this Agreement, the Stockholder hereby authorizes the Company or its counsel to notify the Company’s transfer
agent that there is a stop transfer order with respect to all of the Covered Shares (and that this Agreement places limits on the voting
and transfer of the Covered Shares), subject to the provisions hereof and provided that any such stop transfer order and notice will
immediately be withdrawn and terminated by the Company following the Expiration Time.


 


9.11.       Enforcement.
The Parties agree that irreparable damage would occur in the event any provision of this Agreement were not performed in accordance with
the terms hereof and that any breach of this Agreement would not be adequately compensated by monetary damages, and that the Parties shall
be entitled to seek an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the
terms and provisions hereof, without proof of actual damages or inadequacy of legal remedy and without bond or other security being required,
in addition to any other remedy to which they are entitled at law or in equity.


 


9.12.        Entire
Agreement. This Agreement, including the schedules and exhibits hereto, constitutes the entire agreement between the Parties with
respect to the subject matter of this Agreement and supersede all prior agreements and understandings, both oral and written, between
the Parties with respect to the subject matter of this Agreement. For the avoidance of doubt, nothing in this Agreement shall be deemed
to amend, alter or modify, in any respect, any of the provisions of the Merger Agreement.


 






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9.13.         Interpretation.
The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for
convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Sections and
Schedules are to Sections and Schedules of this Agreement unless otherwise specified. Any singular term in this Agreement shall be
deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or
 “including” are used in this Agreement, they shall be deemed to be followed by the words “without
limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,”
 “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic
media) in a visible form. References to any statute or applicable Law shall be deemed to refer to such statute or applicable Law as
amended from time to time and to any rules or regulations promulgated thereunder. References to any Person include the
successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and
including or through and including, respectively. References to “law,” “laws” or to a particular statute or
law shall be deemed also to include any applicable Law promulgated under such statute or law. With respect to an action taken or not
taken by any Person, “ordinary course” means an action or inaction that is consistent in nature, scope, frequency,
timing and magnitude with the ordinary course of business and the past practices of such Person. The word “shall” shall
be construed to have the same meaning and effect of the word “will.” The phrase “to the extent” shall mean
the degree to which, and such phrase shall not mean simply “if.” Unless the context otherwise requires,
 “neither,” “nor,” “any,” “either” and “or” shall not be exclusive.


 


9.14.            Assignment.
Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by
operation of Law or otherwise by any of the Parties without the prior written consent of the other Parties. Any purported assignment without
such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable
by, the Parties and their respective successors and assigns.


 


9.15.            Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Entity
to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain
in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the Transactions
is not affected in any manner materially adverse to any Party. Upon such a determination, the Parties shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that
the Transactions be consummated as originally contemplated to the fullest extent possible.


 


9.16.            Counterparts.
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. Any such counterpart, to the extent delivered by .pdf, .tif, .gif, .jpeg or similar
attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects
as an original counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof
delivered in person. No Party hereto shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature
or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract,
and each such Party forever waives any such defense, except to the extent such defense relates to lack of authenticity. This Agreement
shall become effective when each Party hereto shall have received a counterpart hereof signed by all of the other Parties. Until and unless
each Party has received a counterpart hereof signed by the other Party hereto, this Agreement shall have no effect and no Party shall
have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).


 






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9.17.            Governing
Law. This Agreement and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out
of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action
based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement
to enter into this Agreement, or the negotiation, execution or performance of this Agreement or of the transactions contemplated hereby),
shall be governed by the internal laws of the State of Delaware applicable to agreements made and to be performed entirely within such
state, including its statute of limitations, without giving effect to its principles or rules of conflict of laws to the extent such
principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another
jurisdiction.


 


9.18.            Non-survival
of Representations and Warranties. None of the representations and warranties in this Agreement or in any schedule, instrument or
other document delivered pursuant to this Agreement shall survive the Effective Time or the termination of this Agreement. This Section 9.18
shall not limit any covenant or agreement contained in this Agreement that by its terms is to be performed in whole or in part after the
Effective Time or the termination of this Agreement.


 


9.19.            Termination.
This Agreement shall automatically terminate without further action by any of the Parties and shall have no further force or effect as
of the Expiration Time; provided that the provisions of this Section 9 shall survive any such termination. Notwithstanding
the foregoing, termination of this Agreement shall not prevent any Party from seeking any remedies (at law or in equity) against any other
Party for that Party’s breach of any of the terms of this Agreement prior to the date of termination in accordance with Section 9.11.


 





[Signature page follows]


 






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IN WITNESS WHEREOF, the Parties
have caused this Agreement to be duly executed and delivered on the date and year first above written.


 





	 	MARLIN PARENT, INC.
	 	 
	 	By:	/s/ Eric Sobotka
	 	 	Name:	Eric Sobotka
	 	 	Title:	President



 


[Signature
Page to Voting and Support Agreement]


 








    


     


    

 


IN WITNESS WHEREOF, the Parties have caused this
Agreement to be duly executed and delivered on the date and year first above written.


 





	 	CASPER SLEEP INC.
	 	 
	 	By:	/s/  Philip Krim
	 	 	Name:	Philip Krim
	 	 	Title:	CEO



 





	 	MARLIN PARENT, INC.
	 	 
	 	By:	
	 	 	Name: 
	 	 	Title: 


 


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Page to Voting and Support Agreement]


 








    


     


    

 





	 	New Enterprise Associates 14, L.P.
	 	 
	 	By:	/s/ Louis Citron
	 	 	Name:	LOUIS CITRON
	 	 	Title:	Chief Legal Officer
	 	 	 
	 	 	Address:
	 	 	New Enterprise Associates, Inc., 1954 Greenspring Drive, Suite 600, Timonium, Maryland 21903
	 	 	Email:	[***]



 


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and Support Agreement]


 






    


     


    

 





	 	NEA Ventures 2014, L.P.
	 	 
	 	By:	/s/ Louis Citron
	 	 	Name:	LOUIS CITRON
	 	 	Title:	Chief Legal Officer
	 	 	 
	 	 	Address:
	 	 	New Enterprise Associates, Inc., 1954 Greenspring Drive, Suite 600, Timonium, Maryland 21903
	 	 	Email:	[***]



 


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and Support Agreement]





 






    


     


    

 



 


	 	By:	/s/ Philip Krim
	 	 	Name: Philip Krim
	 	 
	 	 	Address:
	 	 	Three World Trade Center, 175 Greenwich Street,
	 	 	40th Floor, New York, NY 10007
	 	 	Email: [***]






 


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and Support Agreement]


 



     


     


    




 


	 	By:	/s/ Neil Parikh
	 	 	Name: Neil Parikh
	 	 
	 	 	Address:
	 	 	Three
World Trade Center, 175 Greenwich Street,
	 	 	40th Floor, New York, NY 10007
	 	 	Email: [***]






 


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and Support Agreement]


 



     


     


    




 


	 	By:	 /s/ Benjamin Lerer
	 	 	Name: Benjamin Lerer
	 	 
	 	 	Address:
	 	 	Three
World Trade Center, 175 Greenwich Street,
	 	 	40th Floor, New York, NY 10007
	 	 	Email: [***]






 


[Signature Page to Voting
and Support Agreement]


 



     


     


    




 


	 	By:	/s/ Emilie Arel
	 	 	Name: Emilie Arel
	 	 
	 	 	Address:
	 	 	Three World Trade Center, 175 Greenwich Street, 
	 	 	40th Floor, New York, NY 10007
	 	 	Email: [***]



 


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and Support Agreement]


 



     


     


    




 


Schedule A


 



     


     


    

 





Schedule B


 


General Corporation Law of the State of Delaware,
Section 262


 


§ 262. Appraisal rights
[For application of this section, see § 17; 82 Del. Laws, c. 45, § 23; and 82 Del. Laws, c. 256, § 24].


 


(a) Any stockholder
of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this
section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who
has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor
consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of
the fair value of the stockholder’s shares of stock under the circumstances described in subsections (b) and (c) of this
section. As used in this section, the word “stockholder” means a holder of record of stock in a corporation; the words “stock”
and “share” mean and include what is ordinarily meant by those words; and the words “depository receipt” mean
a receipt or other instrument issued by a depository representing an interest in 1 or more shares, or fractions thereof, solely of stock
of a corporation, which stock is deposited with the depository.


 


(b) Appraisal
rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to
be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254,
 § 255, § 256, § 257, § 258, § 263 or § 264 of this title:


 


(1) Provided,
however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or
depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of the meeting
of stockholders to act upon the agreement of merger or consolidation (or, in the case of a merger pursuant to § 251(h), as of immediately
prior to the execution of the agreement of merger), were either: (i) listed on a national securities exchange or (ii) held of
record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent
corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation
as provided in § 251(f) of this title.


 


(2) Notwithstanding
paragraph (b)(1) of this section, appraisal rights under this section shall be available for the shares of any class or series of
stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant
to §§ 251, 252, 254, 255, 256, 257, 258, 263 and 264 of this title to accept for such stock anything except:


 


a. Shares of stock
of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof;


 


b. Shares of stock
of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof)
or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or
held of record by more than 2,000 holders;


 


c. Cash in lieu
of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a. and b. of this section; or


 


d. Any combination
of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing
paragraphs (b)(2)a., b. and c. of this section.


 


(3) In the
event all of the stock of a subsidiary Delaware corporation party to a merger effected under § 253 or § 267 of this title is
not owned by the parent immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware
corporation.


 


(4) [Repealed.]


 






     


     


    

 


(c) Any corporation
may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class
or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation
is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation
contains such a provision, the provisions of this section, including those set forth in subsections (d),(e), and (g) of this section,
shall apply as nearly as is practicable.


 


(d) Appraisal
rights shall be perfected as follows:


 


(1) If a proposed
merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders,
the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for
notice of such meeting (or such members who received notice in accordance with § 255(c) of this title) with respect to
shares for which appraisal rights are available pursuant to subsection (b) or (c) of this section that appraisal rights are
available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section and, if
1 of the constituent corporations is a nonstock corporation, a copy of § 114 of this title. Each stockholder electing to demand
the appraisal of such stockholder’s shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation,
a written demand for appraisal of such stockholder’s shares; provided that a demand may be delivered to the corporation by electronic
transmission if directed to an information processing system (if any) expressly designated for that purpose in such notice. Such demand
will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby
to demand the appraisal of such stockholder’s shares. A proxy or vote against the merger or consolidation shall not constitute such
a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after
the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent
corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date
that the merger or consolidation has become effective; or


 


(2) If
the merger or consolidation was approved pursuant to § 228, § 251(h), § 253, or § 267 of this title, then either
a constituent corporation before the effective date of the merger or consolidation or the surviving or resulting corporation within
10 days thereafter shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled
to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of
such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section and, if 1 of
the constituent corporations is a nonstock corporation, a copy of § 114 of this title. Such notice may, and, if given on or
after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or
consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of giving such notice or, in the case
of a merger approved pursuant to § 251(h) of this title, within the later of the consummation of the offer contemplated by
 § 251(h) of this title and 20 days after the date of giving such notice, demand in writing from the surviving or resulting
corporation the appraisal of such holder’s shares; provided that a demand may be delivered to the corporation by electronic
transmission if directed to an information processing system (if any) expressly designated for that purpose in such notice. Such
demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder
intends thereby to demand the appraisal of such holder’s shares. If such notice did not notify stockholders of the effective
date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the
effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent
corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or
resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided,
however, that if such second notice is sent more than 20 days following the sending of the first notice or, in the case of a merger
approved pursuant to § 251(h) of this title, later than the later of the consummation of the offer contemplated by §
251(h) of this title and 20 days following the sending of the first notice, such second notice need only be sent to each
stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder’s shares in accordance with this
subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to
give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated
therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in
advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is
given on or after the effective date of the merger or consolidation, the record date shall be such effective date. If no record date
is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next
preceding the day on which the notice is given.


 






     


     


    

 


(e) Within
120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied
with subsections (a) and (d) of this section hereof and who is otherwise entitled to appraisal rights, may commence an appraisal
proceeding by filing a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders.
Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder who
has not commenced an appraisal proceeding or joined that proceeding as a named party shall have the right to withdraw such stockholder’s
demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the
merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) of this section hereof,
upon request given in writing (or by electronic transmission directed to an information processing system (if any) expressly designated
for that purpose in the notice of appraisal), shall be entitled to receive from the corporation surviving the merger or resulting from
the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation (or, in the
case of a merger approved pursuant to § 251(h) of this title, the aggregate number of shares (other than any excluded stock
(as defined in § 251(h)(6)d. of this title)) that were the subject of, and were not tendered into, and accepted for purchase or exchange
in, the offer referred to in § 251(h)(2)), and, in either case, with respect to which demands for appraisal have been received and
the aggregate number of holders of such shares. Such statement shall be given to the stockholder within 10 days after such stockholder’s
request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for
delivery of demands for appraisal under subsection (d) of this section hereof, whichever is later. Notwithstanding subsection (a) of
this section, a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of
such person may, in such person’s own name, file a petition or request from the corporation the statement described in this subsection.


 


(f) Upon
the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting
corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was
filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and
with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the
petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list.
The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition
by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses
therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a
newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The
forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the
surviving or resulting corporation.


 


(g) At the
hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled
to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented
by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal
proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder.
If immediately before the merger or consolidation the shares of the class or series of stock of the constituent corporation as to which
appraisal rights are available were listed on a national securities exchange, the Court shall dismiss the proceedings as to all holders
of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds
1% of the outstanding shares of the class or series eligible for appraisal, (2) the value of the consideration provided in the merger
or consolidation for such total number of shares exceeds $1 million, or (3) the merger was approved pursuant to § 253 or §
267 of this title.


 






     


     


    

 


(h) After
the Court determines the stockholders entitled to an appraisal, the appraisal proceeding shall be conducted in accordance with the rules of
the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Court shall
determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger
or consolidation, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair
value, the Court shall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause
shown, and except as provided in this subsection, interest from the effective date of the merger through the date of payment of the judgment
shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from
time to time during the period between the effective date of the merger and the date of payment of the judgment. At any time before the
entry of judgment in the proceedings, the surviving corporation may pay to each stockholder entitled to appraisal an amount in cash, in
which case interest shall accrue thereafter as provided herein only upon the sum of (1) the difference, if any, between the amount
so paid and the fair value of the shares as determined by the Court, and (2) interest theretofore accrued, unless paid at that time.
Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding,
the Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to
an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of
this section and who has submitted such stockholder’s certificates of stock to the Register in Chancery, if such is required, may
participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this
section.


 


(i) The Court
shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to
the stockholders entitled thereto. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith,
and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such
stock. The Court’s decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting
corporation be a corporation of this State or of any state.


 


(j) The costs
of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application
of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding,
including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, to be charged pro rata against the
value of all the shares entitled to an appraisal.


 






     


     


    

 


(k) From and
after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of
this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock
(except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger
or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of
this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder’s
demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger
or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the
right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery
shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the
Court deems just; provided, however that this provision shall not affect the right of any stockholder who has not commenced an appraisal
proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms
offered upon the merger or consolidation within 60 days after the effective date of the merger or consolidation, as set forth in subsection
(e) of this section.


 


(l) The shares
of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented
to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation.