8,700,000 Units Financial Strategies Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 24th, 2021 • Financial Strategies Acquisition Corp. • Blank checks • New York
The undersigned, Financial Strategies Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with I-Bankers Securities, Inc. (hereinafter referred to as “you”, “I-Bankers”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • December 22nd, 2021 • Financial Strategies Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 9, 2021, is by and between Financial Strategies 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”).
Financial Strategies Acquisition Corp. c/o Celtic Asset & Equity Partners, Ltd. Dallas, Texas 75204Financial Strategies Acquisition Corp. • October 22nd, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on October 23, 2020 by and between FSC Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Financial Strategies 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 2,371,875 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 309,375 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:
INDEMNITY AGREEMENTIndemnity Agreement • November 24th, 2021 • Financial Strategies Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _________, 2021, by and between Financial Strategies, Acquisition Corp., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 24th, 2021 • Financial Strategies Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [____], 2021, is made and entered into by and among Financial Strategies Acquisition Corp., a Delaware corporation (the “Company”), I-Bankers Securities, Inc. (the “Representative”) and the undersigned parties listed under “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors,” and, together with the Representative and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, each a “Holder” and collectively the “Holders”).
RIGHTS AGREEMENTRights Agreement • November 24th, 2021 • Financial Strategies Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of __________, 2021, by and between Financial Strategies Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 24th, 2021 • Financial Strategies Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made as of [●], 2021 by and between Financial Strategies Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 17th, 2023 • Financial Strategies Acquisition Corp. • Blank checks
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 13, 2023 by and among (i) Financial Strategies Acquisition Corp., a Delaware corporation (“Purchaser”), and (ii) the undersigned parties listed under Investor on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, an “Investor” and collectively the “Investors”).
December [__], 2021Letter Agreement • December 6th, 2021 • Financial Strategies Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Financial Strategies Acquisition Corp., a Delaware corporation (the “Company”), and I-Bankers Securities, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 10,005,000 of the Company’s units (including up to 1,305,000 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”), one redeemable warrant and one right. Each warrant (a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. Each right (a “Right”) entitles the holder to receive one-tenth of o
BUSINESS COMBINATION AGREEMENT by and among FINANCIAL STRATEGIES ACQUISITION CORP., as SPAC, FXCO MERGER SUB I, CORP. as Merger Sub, and AUSTIN BIOSCIENCES CORP., as the Company Dated as of February 13, 2023Business Combination Agreement • February 17th, 2023 • Financial Strategies Acquisition Corp. • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of February 13, 2023 by and among (i) Financial Strategies Acquisition Corp., a Delaware corporation (together with its successors, “SPAC”), (ii) FXCO Merger Sub I, Corp., a Delaware corporation and wholly owned subsidiary of the SPAC (“Merger Sub”), and (iii) Austin Biosciences Corp., a Delaware corporation (the “Company”). SPAC, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • November 24th, 2021 • Financial Strategies Acquisition Corp. • Blank checks
This Securities Assignment Agreement is dated as of November [●], 2021 (this “Assignment”), by and among FSC Sponsor LLC, a Delaware limited liability company (the “Seller”), and the other parties identified on the signature page(s) hereto (each a “Buyer” and collectively, the “Buyers”).
Celtic Asset & Equity Partners Ltd. 9 Cherrywood Park Tallanstown Republic of Ireland Administrative Services Agreement Ladies and Gentlemen:Financial Strategies Acquisition Corp. • November 24th, 2021 • Blank checks
This letter agreement by and between Financial Strategies Acquisition Corporation (the “Company”) and Celtic Asset & Equity Partners Ltd. (“Celtic”), 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 NYSE Capital Market or Nasdaq (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • February 17th, 2023 • Financial Strategies Acquisition Corp. • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of February 13, 2023, by and between the undersigned: Celtic Asset & Equity Partners, Ltd., an Irish limited liability company, Austin Biosciences Sponsor I LLC, a Delaware limited liability company, James D. Story, Dr. Ramachandran Burgi-Krishnamurthy, and Raymond L. Brewer M.D., (collectively the “Holders”) and Financial Strategies Acquisition Corp., a Delaware corporation (“Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Business Combination Agreement (the “BC Agreement”) entered into by and among (i) Purchaser, (ii) FXCO Merger Sub I Corp., a Delaware corporation and wholly owned subsidiary of Purchaser, and (iii) Austin Biosciences Corp., a Delaware corporation (the “Company”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • November 24th, 2021 • Financial Strategies Acquisition Corp. • Blank checks • New York
This Private Placement Units Purchase Agreement (this “Agreement”) is made as of the [_] day of November, 2021, by and among Financial Strategies Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 2626 Cole Avenue, Suite 300, Dallas, Texas 75204, FSC Sponsor LLC, a Delaware limited liability company and the Subscribers identified on Schedule I attached hereto (each a “Subscriber and collectively the “Subscribers”).
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT OF FINANCIAL STRATEGIES ACQUISITION CORP.Investment Management Trust Agreement • December 13th, 2022 • Financial Strategies Acquisition Corp. • Blank checks • New York
This Amendment No. 1 (this “Amendment”), dated as of December 9, 2022, to the Investment Management Trust Agreement (as defined below), is made by and between Financial Strategies Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as trustee (the “Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 17th, 2022 • Financial Strategies Acquisition Corp. • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”) is made as of August 17, 2022, by and among Financial Strategies Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 2626 Cole Avenue, Suite 300, Dallas, Texas 75204, and the undersigned subscriber (the “Subscriber”).
Re: Securities Purchase AgreementLetter Agreement • August 17th, 2022 • Financial Strategies Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in connection with the Securities Purchase Agreement, dated as of August 17, 2022 (the “Securities Purchase Agreement”), entered into by and between Gregory A. Gaylor, not in his individual capacity but solely as trustee of the William C Gaylor and Dorothy J Gaylor Rev. Trust (the “Trust”), and Financial Strategies Acquisition Corp., a Delaware corporation (the “Company”), pursuant to which the Company issued to you, as trustee of the Trust, (i) a promissory note in the principal amount of $200,000, (ii) 20,000 shares (the “SPA Shares”) of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), and (iii) warrants (“SPA Warrants”) to purchase 2,000 shares of Common Stock at a price of $11.50 per share, subject to adjustment (such shares, the “SPA Warrant Shares”). Certain capitalized terms used herein are defined in paragraph 8 hereof.
