INDEMNITY AGREEMENTIndemnity Agreement • February 19th, 2021 • Isleworth Healthcare Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [__], 2021, by and between Isleworth Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
ISLEWORTH HEALTHCARE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 2nd, 2021 • Isleworth Healthcare Acquisition Corp. • Blank checks • New York
Isleworth Healthcare Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with I-Bankers Securities, Inc. (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
WARRANT AGREEMENT between ISLEWORTH HEALTHCARE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 2nd, 2021 • Isleworth Healthcare Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 24, 2021, is by and between Isleworth Healthcare 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 2nd, 2021 • Isleworth Healthcare Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 24, 2021 by and between Isleworth Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 2nd, 2021 • Isleworth Healthcare Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 24, 2021, is made and entered into by and among Isleworth Healthcare Acquisition Corp., a Delaware corporation (the “Company”), Isleworth Healthcare Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
I-Bankers Securities, Inc. New York, NY 10017 USAIsleworth Healthcare Acquisition Corp. • March 2nd, 2021 • Blank checks • New York
This is to confirm our agreement whereby Isleworth Healthcare Acquisition Corp., a Delaware corporation (“Company”), has requested I-Bankers Securities, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-252308) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 2nd, 2021 • Isleworth Healthcare Acquisition Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 24, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Isleworth Healthcare Acquisition Corp., a Delaware corporation (the “Company”) and Isleworth Healthcare Sponsor I, LLC, a Delaware limited liability company (“Purchaser”).
Isleworth Healthcare Acquisition Corp. St. Petersburg, Florida 33716 Re: Initial Public Offering Gentlemen:Letter Agreement • March 2nd, 2021 • Isleworth Healthcare Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Isleworth Healthcare Acquisition Corp., a Delaware corporation (the “Company”) and I-Bankers Securities, Inc. (“I-Bankers”) as representative of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 20,700,000 of the Company’s units (including up to 2,700,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s 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 will be sold in the Public Offering pursuant to a r
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • April 26th, 2022 • Isleworth Healthcare Acquisition Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this [●] day of April, 2022, by and among Isleworth Healthcare Acquisition Corp., a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 19th, 2021 • Isleworth Healthcare Acquisition Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [__], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Isleworth Healthcare Acquisition Corp., a Delaware corporation (the “Company”) and, I-Bankers Securities, Inc. (“Purchaser”).
Isleworth Healthcare Acquisition Corp. Tierra Verde, FL 33715Isleworth Healthcare Acquisition Corp. • January 21st, 2021 • New York
This agreement (the “Agreement”) is entered into on December 29, 2020 by and between Isleworth Healthcare Sponsor I, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Isleworth Healthcare Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 4,312,500 shares of the Company’s common stock, $0.0001 par value per share (the “Shares”), up to 562,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
Isleworth Healthcare Acquisition Corp.Isleworth Healthcare Acquisition Corp. • February 19th, 2021 • Blank checks • Delaware
This letter agreement by and between Isleworth Healthcare Acquisition Corp. (the “Company”) and RSW Consultants, LLC (the “Consultant”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination, (ii) the Company’s liquidation, or (iii) 18 months after the Listing Date (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Isleworth Healthcare Acquisition Corp.Isleworth Healthcare Acquisition Corp. • March 2nd, 2021 • Blank checks • Delaware
This letter agreement by and between Isleworth Healthcare Acquisition Corp. (the “Company”) and RSW Consultants, LLC (the “Consultant”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination, (ii) the Company’s liquidation, or (iii) 18 months after the Listing Date (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FORM OF SPONSOR SUPPORT AGREEMENTForm of Sponsor Support Agreement • April 26th, 2022 • Isleworth Healthcare Acquisition Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of April 26, 2022, by and among Isleworth Healthcare Sponsor I, LLC, a Delaware limited liability company (the “Sponsor Holdco”), the persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), Isleworth Healthcare Acquisition Corp., a Delaware corporation (“Parent”), and Cytovia Holdings, 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).
FIRST AMENDMENT TO MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement and Plan of Reorganization • June 10th, 2022 • Isleworth Healthcare Acquisition Corp. • Blank checks
This FIRST AMENDMENT TO MERGER AGREEMENT AND PLAN OF REORGANIZATION dated as of June 7, 2022 (this “First Amendment”) is made by and among Isleworth Healthcare Acquisition Corp., a Delaware corporation (“Parent”), IHAC First Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“First Merger Sub”), IHAC Second Merger Sub LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Parent (“Second Merger Sub”), Isleworth Healthcare Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”) and Cytovia Holdings, Inc., a Delaware corporation (the “Company”). Parent, First Merger Sub, Second Merger Sub, the Sponsor (solely with respect to Section 2(d)) and the Company are each referred to in this First Amendment as a “Party” and collectively in this Agreement as the “Parties.”
FORM OF STOCKHOLDER SUPPORT AGREEMENTForm of Stockholder Support Agreement • April 26th, 2022 • Isleworth Healthcare Acquisition Corp. • Blank checks • Delaware
This Stockholder Support Agreement (this “Agreement”) is dated as of April 26, 2022, by and among Isleworth Healthcare Acquisition Corp., a Delaware corporation (“Parent”), the persons set forth on Schedule I hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), and Cytovia Holdings, 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 10th, 2022 • Isleworth Healthcare Acquisition Corp. • Blank checks • Delaware
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the ___ day of May, 2022, by and among Cytovia Holdings, Inc., a Delaware corporation (“Cytovia” or the “Company”), and the investors listed on the Schedule of Investors attached hereto (each an “Investor” and collectively, the “Investors”).
MUTUAL TERMINATION AGREEMENTMutual Termination Agreement • June 30th, 2022 • Isleworth Healthcare Acquisition Corp. • Blank checks
This MUTUAL TERMINATION AGREEMENT (this “Agreement”), dated as of June 30, 2022, is by and between Isleworth Healthcare Acquisition Corp., a Delaware corporation (“Isleworth”), and Cytovia Holdings, Inc., a Delaware corporation (“Cytovia”).
MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG ISLEWORTH HEALTHCARE ACQUISITION CORP., IHAC FIRST MERGER SUB INC., IHAC SECOND MERGER SUB LLC, ISLEWORTH HEALTHCARE SPONSOR I, LLC (SOLELY WITH RESPECT TO SECTION 7.20(C)) AND CYTOVIA HOLDINGS,...Merger Agreement and Plan of Reorganization • April 26th, 2022 • Isleworth Healthcare Acquisition Corp. • Blank checks • Delaware
This MERGER AGREEMENT AND PLAN OF REORGANIZATION, dated as of April 26, 2022 (this “Agreement”), is made by and among Isleworth Healthcare Acquisition Corp., a Delaware corporation (“Parent”), IHAC First Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“First Merger Sub”), IHAC Second Merger Sub LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Parent (“Second Merger Sub”), Isleworth Healthcare Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”) (solely with respect to Section 7.20(c)) and Cytovia Holdings, Inc., a Delaware corporation (the “Company”). Certain terms used herein are defined in Article I.
