INDEMNITY AGREEMENTIndemnity Agreement • March 5th, 2021 • DHC Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 4, 2021, by and between DHC Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Christopher Gaertner, Thomas Morgan, Jr., Joseph DePinto, Richard Dauch and Kathleen Hildreth (each, an “Indemnitee”).
DHC Acquisition Corp. 30,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • March 5th, 2021 • DHC Acquisition Corp. • Blank checks • New York
DHC Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 30,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional Units to cover over-allotments, if any (the “Option Securities” and, together with the Underwritten Securities, the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreement and not ot
DHC Acquisition Corp. Suite 100 Southlake, TX 76092DHC Acquisition Corp. • February 9th, 2021 • Blank checks • New York
This agreement (this “Agreement”) is entered into on December 29, 2020 by and between DHC Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and DHC Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to surrender and cancellation 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’s and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 5th, 2021 • DHC Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of March 1, 2021, is entered into by and between DHC Acquisition Corp., a Cayman Islands exempted company (the “Company”), and DHC Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 5th, 2021 • DHC Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of March 4, 2021, is made and entered into by and among DHC Acquisition Corp., a Cayman Islands exempted company (the “Company”), DHC Sponsor, 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
DHC Acquisition Corp. Southlake, TX 76092Letter Agreement • March 5th, 2021 • DHC 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”) entered into by and among DHC Acquisition Corp., a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc., underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 30,000,000 of the Company’s units (including 4,500,000 units that may be purchased pursuant to the Underwriter’s option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) f
WARRANT AGREEMENT DHC ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 4, 2021Warrant Agreement • March 5th, 2021 • DHC Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated March 4, 2021, is by and between DHC Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 20th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of March [__], 2024 between Brand Engagement Network Inc., a Delaware corporation (the “Company”), and the counterparty identified on the signature page hereto (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • March 5th, 2021 • DHC Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 4, 2021 by and between DHC Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • December 7th, 2023 • DHC Acquisition Corp. • Services-computer integrated systems design • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of , 2023 by and among DHC Acquisition Corp, a Cayman Islands exempted company (“DHC”), DHC Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investor (“Investor”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 20th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 14, 2024, is made and entered into by and among Brand Engagement Network Inc., a Delaware corporation (the “Company”) (f/k/a DHC Acquisition Corp., a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation, DHC Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), October 3rd Holdings, LLC, a Wyoming limited liability company (“October 3rd”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, October 3rd 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 20th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design • Maryland
This Employment Agreement (the “Agreement”) is made by and between Brand Engagement Network, Inc. (“Employer”), and Paul Chang (“Executive”), in consideration of the mutual covenants and agreements hereinafter set forth. Employer and Executive are sometimes collectively referred to herein as the “Parties.”
Brand Engagement Network Inc. Jackson, WY 83001Brand Engagement Network Inc. • March 20th, 2024 • Services-computer integrated systems design • Delaware
This agreement (the “Agreement”) is entered into as ________, ________ by and between ________ (the “Subscriber” and “you”), and Brand Engagement Network Inc., 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 ________ shares (the “Shares”) of common stock, $0.001 par value per share of the Company (the “Common Stock”). The terms on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
EXCLUSIVE RESELLER AGREEMENT (SAAS)Exclusive Reseller Agreement • March 20th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design • Texas
Upon the achievement of an Earnout Threshold for the first time, on the day the Board (as defined below) has determined the Earnout Threshold has been achieved (as further described below) for a particular Warrant Tranche, then the corresponding Warrant Tranche shall become exercisable for a three-year period (any three year period, an “Exercise Period”). Any Warrant Tranche that is not exercised, in whole or in part, within the corresponding Exercise Period shall expire and Reseller shall no longer be permitted to exercise such Warrant Tranche.
EMPLOYMENT AGREEMENTEmployment Agreement • March 20th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design • New York
This Employment Agreement (the “Agreement”) is made by and between Brand Engagement Network, Inc. (“Employer’’), and Bill Williams (“Executive”), in consideration of the mutual covenants and agreements hereinafter set forth. Employer and Executive are sometimes collectively referred to herein as the “Parties.”
SUBSCRIPTION AGREEMENT September 7, 2023Subscription Agreement • March 20th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of September 7, 2023 (“Execution Date”), by and between Brand Engagement Network Inc., a Wyoming corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
DHC ACQUISITION CORP.DHC Acquisition Corp. • March 5th, 2021 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of DHC Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), DHC Sponsor, LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 535 Silicon Drive, Suite 100, Southlake, TX 76092 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Te
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • July 25th, 2022 • DHC Acquisition Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of July 25, 2022, by and among DHC Acquisition Corp, a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation) (the “Acquiror”), and each of the stockholder parties identified on Exhibit A hereto (collectively, the “Stockholder Parties”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Business Combination Agreement (as defined below).
FORM NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE BRAND ENGAGEMENT NETWORK, INC.Nonqualified Stock Option Agreement • March 20th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design
ContractBrand Engagement Network Inc. • April 12th, 2024 • Services-computer integrated systems design • Wyoming
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
Form of Administrative Services Agreement DHC ACQUISITION CORP.Administrative Services Agreement • February 23rd, 2021 • DHC Acquisition Corp. • Blank checks • New York
FIRST AMENDMENT TO EXCLUSIVE RESELLER AGREEMENT (SAAS)Exclusive Reseller Agreement • April 12th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design
* Per Section 4.4 of the Agreement, represents fifty percent (50%) of all amounts collected by Reseller from Customers (as defined in the Agreement)
FORM RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE BRAND ENGAGEMENT NETWORK, INC. 2023 LONG-TERM INCENTIVE PLANRestricted Stock Unit Award Agreement • March 20th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design
FORM INCENTIVE STOCK OPTION AGREEMENT UNDER THE BRAND ENGAGEMENT NETWORK, INC.Incentive Stock Option Agreement • March 20th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design
Form of DHC Acquisition Corp. 25,000,000 Units1 UNDERWRITING AGREEMENTSecurities Subscription Agreement • February 23rd, 2021 • DHC Acquisition Corp. • Blank checks • New York
FORM OF STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • July 25th, 2022 • DHC Acquisition Corp. • Blank checks • Delaware
THIS STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is dated as of July 25, 2022, by and among DHC ACQUISITION CORP, a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing) (“Acquiror”), [COMPANY STOCKHOLDER] (the “Company Stockholder”), and With Purpose, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
FORM OF SPONSOR AGREEMENTSponsor Agreement • July 25th, 2022 • DHC Acquisition Corp. • Blank checks • Delaware
THIS SPONSOR AGREEMENT (this “Sponsor Agreement”) is dated as of July 25, 2022, by and among DHC SPONSOR, LLC, a Delaware limited liability company (“Sponsor”), DHC ACQUISITION CORP, a Cayman Islands exempted company (together with its successors, including after the Domestication) (“Acquiror”), WITH PURPOSE, INC., a Delaware corporation (the “Company”) and, solely for purposes of Section 1.8 hereof, each of the undersigned designated as “Insiders” on the signature pages hereto (the “Insiders”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
BLOCKCHAIN EXCHANGE NETWORK, INC. FORM OF OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION RELATING TO CLASS B COMMON STOCK)Option Agreement • April 12th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design
Pursuant to your Stock Option Grant Notice (“Stock Option Grant Notice”) and this Option Agreement (this “Option Agreement”), Blockchain Exchange Network, Inc. (the “Company”) has granted you an option under its 2021 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Class B Common Stock (the “Common Stock”) indicated in your Stock Option Grant Notice at the exercise price indicated in your Stock Option Grant Notice. The option is granted to you effective as of the date of grant set forth in the Stock Option Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Stock Option Grant Notice but defined in the Plan will have the same definitions as in the Plan.
FORM RESTRICTED STOCK AWARD AGREEMENT UNDER THE BRAND ENGAGEMENT NETWORK, INC.Restricted Stock Award Agreement • March 20th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among DHC ACQUISITION CORP, GLORY MERGER SUBSIDIARY CORP. and WITH PURPOSE, INC. Dated as of July 25, 2022Business Combination Agreement and Plan of Reorganization • July 25th, 2022 • DHC Acquisition Corp. • Blank checks • Delaware
registered in the name of each stockholder; provided, that such list shall not be required to contain the electronic mail address or other electronic contact information of any stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Corporation. If the meeting is to be held at a place, then the list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then such list shall also be open to the examination of any stockholder during the whole time of the meeting o
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among DHC ACQUISITION CORP., BEN MERGER SUBSIDIARY CORP. BRAND ENGAGEMENT NETWORK INC. and, solely with respect to Section 7.21 and Section 9.03, DHC SPONSOR, LLC Dated as of September...Business Combination Agreement and Plan of Reorganization • September 8th, 2023 • DHC Acquisition Corp. • Blank checks • Delaware
This Business Combination Agreement and Plan of Reorganization, dated as of September 7, 2023 (this “Agreement”), is entered into by and among DHC Acquisition Corp., a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing) (“Acquiror”), BEN Merger Subsidiary Corp., a Delaware corporation and a direct wholly owned Subsidiary of Acquiror (“Merger Sub”), Brand Engagement Network Inc., a Wyoming corporation (the “Company”), and, solely with respect to Section 7.21 and Section 9.03, DHC Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). Capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article I or as defined elsewhere in this Agreement.
