OSR Holdings, Inc. Sample Contracts
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 15th, 2023 • Bellevue Life Sciences Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 7, 2023 by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation, (the “Company”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
6,000,000 Units Bellevue Life Sciences Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • February 15th, 2023 • Bellevue Life Sciences Acquisition Corp. • Blank checks • New York
The undersigned, Bellevue Life Sciences Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you,” “Chardan,” 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 15th, 2023 • Bellevue Life Sciences Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 9th day of February, 2023, by and among Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), Bellevue Global Life Sciences Investors LLC, a Delaware limited liability company (the “Sponsor”), Chardan Capital Markets LLC (the “Representative”), and any additional party that holds Registrable Securities (as defined below) and executes joinder to this agreement agreeing to be bound as an Investor hereunder (each, an “Investor” and collectively with the Sponsor and the Representative, the “Investors”).
RIGHTS AGREEMENTRights Agreement • January 20th, 2023 • Bellevue Life Sciences Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [*], 2023 between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as right agent (the “Right Agent”).
COMMON STOCK PURCHASE WARRANT OSR HOLDINGS, INC.Common Stock Purchase Warrant • May 20th, 2025 • OSR Holdings, Inc. • Surgical & medical instruments & apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, WHITE LION CAPITAL, LLC, DBA WHITE LION GBM INNOVATION FUND or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until the earlier of the fifth (5th) anniversary of the Initial Exercise Date or until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from OSR HOLDINGS, INC., a Delaware corporation (the “Company”), up to the Available Share Amount (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Bellevue Life Sciences Acquisition Corp. 10900 NE 4th Street Suite 2300 Bellevue, WA 98004 Chardan Capital Markets LLC Suite 2100 New York, NY 10004Underwriting Agreement • October 7th, 2022 • Bellevue Life Sciences Acquisition Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Chardan Capital Markets LLC, as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), one warrant, each exercisable for one share of Common Stock (each, a “Warrant”), and one right entitling the holder thereof to receive one-tenth (1/10) of one share of Common Stock (each, a “Right”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 20th, 2025 • OSR Holdings, Inc. • Surgical & medical instruments & apparatus • New York
THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of May 6, 2025 (the “Execution Date”), is entered into by and between OSR HOLDINGS, INC., a Delaware corporation (the “Company”), and WHITE LION CAPITAL, LLC, dba White Lion GBM Innovation Fund, a Nevada limited liability company (the “Buyer”). Each capitalized term used herein shall have the meaning ascribed thereto in Section 10 below, or as otherwise defined herein.
RIGHTS AGREEMENTRights Agreement • February 15th, 2023 • Bellevue Life Sciences Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of February 9, 2023 between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as right agent (the “Right Agent”).
Bellevue Life Sciences Acquisition Corp.Administrative Services Agreement • February 15th, 2023 • Bellevue Life Sciences Acquisition Corp. • Blank checks
This letter agreement by and between Bellevue Life Sciences Acquisition Corp. (the “Company”) and Bellevue Capital Management, LLC (“BCM”), an affiliate of our sponsor, Bellevue Global Life Sciences Investors LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on 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”):
WARRANT AGREEMENTWarrant Agreement • February 15th, 2023 • Bellevue Life Sciences Acquisition Corp. • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of February 9, 2023, by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
Bellevue Life Sciences Acquisition Corp. 10900 NE 4th Street Suite 2300 Bellevue, WA 98004 Chardan Capital Markets LLC New York, NY 10004Underwriting Agreement • February 15th, 2023 • Bellevue Life Sciences Acquisition Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Chardan Capital Markets LLC as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), one warrant, exercisable for one share of Common Stock (each, a “Warrant”) and one right entitling the holder thereof to receive one-tenth (1/10) of a share of Common Stock upon the consummation of an initial business combination (each, a “Right”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
COMMON STOCK PURCHASE WARRANT OSR HOLDINGS, INC.Common Stock Purchase Warrant • November 12th, 2025 • OSR Holdings, Inc. • Surgical & medical instruments & apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, WHITE LION CAPITAL, LLC, DBA WHITE LION GBM INNOVATION FUND or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until the earlier of the fifth (5th) anniversary of the Initial Exercise Date or until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from OSR HOLDINGS, INC., a Delaware corporation (the “Company”), up to the Available Share Amount (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Loan Agreement between BCM Europe AG (CHE-350.189.177) “Lender” Acting by Kuk Hyoun Hwang, CEO Gotthardstrasse 26, Zug, Switzerland and OSR Holdings Ltd. “Borrower” Acting by Gihyoun Bang, CFO Hoedong-gil 37-36, B 3FL, Paju, Gyeonggi-do Republic of...Loan Agreement • November 8th, 2024 • Bellevue Life Sciences Acquisition Corp. • Surgical & medical instruments & apparatus
The Lender is a stock corporation (Aktiengesellschaft) under Swiss law with its registered office in Zug, which is entered in the Commercial Register of the Canton of Zug under company number CHE-350.189.177.
BELLEVUE LIFE SCIENCES ACQUISITION CORP. SERIES A REDEEMABLE PREFERRED STOCK SUBSCRIPTION AGREEMENTSubscription Agreement • December 27th, 2024 • Bellevue Life Sciences Acquisition Corp. • Surgical & medical instruments & apparatus • Delaware
This agreement (the “Agreement’) is entered into as of the Effective Date set forth on the signature page hereto by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”) and the subscriber identified on the signature page hereto (the “Subscriber”). Pursuant to the terms hereof, the Company hereby agrees to sell to the Subscriber and the Subscriber hereby agrees to purchase the number of shares of the Company’s Series A Preferred Stock, par value $0.0001 per share (the “Shares”) as set forth on the signature page hereto, for a purchase price of $90.00 per share (the “Purchase Price”), subject to the terms and conditions of this Agreement (the “Transaction”).
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • February 21st, 2025 • OSR Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
This DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT (as amended from time to time, this “Agreement”), is made and entered into as of February 14, 2025 (the “Effective Date”), by and between OSR Holdings, Inc., a Delaware corporation, formerly known as “Bellevue Life Sciences Acquisition Corp.” (the “Company”), and the undersigned (“Indemnitee”).
AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT by and among OSR HOLDINGS CO., LTD., BELLEVUE LIFE SCIENCES ACQUISITION CORP. and THE COMPANY STOCKHOLDERS (AS DEFINED HEREIN)Business Combination Agreement • May 30th, 2024 • Bellevue Life Sciences Acquisition Corp. • Surgical & medical instruments & apparatus • Delaware
This Amended and Restated Business Combination Agreement (this “Agreement”) amends and restates the Business Combination Agreement (the “Original Agreement”), dated as of November 16, 2023 (the “Execution Date”), by and among Bellevue Life Sciences Acquisition Corp., a Delaware corporation (“BLAC”), OSR Holdings Co., Ltd., a corporation organized under the laws of the Republic of Korea (the “Company”), each holder of Company Common Stock that executes a Participating Stockholder Joinder to this Agreement on or prior to the Closing (each such Person, a “Participating Company Stockholder”), and each holder of Company Common Stock that executes a Non-Participating Stockholder Joinder on or prior to the Closing (each such Person, a “Non-Participating Company Stockholder”, and together with BLAC, the Company and the Participating Company Stockholders, the “Parties” and each a “Party”). The Participating Company Stockholders and the Non-Participating Stockholders are collectively referred to
BELLEVUE LIFE SCIENCES ACQUISITION CORP. SERIES A PREFERRED STOCK FIRST AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • December 27th, 2024 • Bellevue Life Sciences Acquisition Corp. • Surgical & medical instruments & apparatus
This FIRST AMENDMENT TO THE SUBSCRIPTION AGREEMENT (this “Amendment”) is made as of the date set forth on the signature page hereto, by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Toonon Partners Co., Ltd., a corporation organized under the laws of the Republic of Korea (the “Subscriber” and, together with the Company, the “Parties”), and amends that certain Subscription Agreement (the “Agreement”), dated October 4, 2024, between the Company and the Subscriber. Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the Agreement.
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 15th, 2023 • Bellevue Life Sciences Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of February 9, 2023 (“Agreement”), by and among BELLEVUE LIFE SCIENCES ACQUISITION CORP., a Delaware corporation (“Company”), the stockholder of the Company listed on Exhibit A hereto (the “Sponsor”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (“Escrow Agent”).
AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT BETWEEN OSR HOLDINGS INC. AND WHITE LION CAPITAL, LLC, DBA WHITE LION GBM INNOVATION FUNDCommon Stock Purchase Agreement • May 20th, 2025 • OSR Holdings, Inc. • Surgical & medical instruments & apparatus
THIS AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective May 6, 2025 (the “Amendment Effective Date”), is by and between OSR Holdings, Inc., a Delaware corporation (the “Company”), and White Lion Capital, LLC, dba White Lion GBM Innovation Fund, a Nevada limited liability company (the “Investor”), and amends the Common Stock Purchase Agreement, dated February 25, 2025, by and between the Company and the Investor (the “Agreement”). All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 12th, 2025 • OSR Holdings, Inc. • Surgical & medical instruments & apparatus • New York
THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of May 6, 2025 (the “Execution Date”), is entered into by and between OSR HOLDINGS, INC., a Delaware corporation (the “Company”), and WHITE LION CAPITAL, LLC, dba White Lion GBM Innovation Fund, a Nevada limited liability company (the “Buyer”). Each capitalized term used herein shall have the meaning ascribed thereto in Section 10 below, or as otherwise defined herein.
JOINDER (Non-Participating Stockholder Form)Joinder Agreement • February 21st, 2025 • OSR Holdings, Inc. • Surgical & medical instruments & apparatus
This JOINDER (this “Joinder”) is entered into by and between the undersigned Non-Participating Company Stockholder set forth on the signature page hereto (the “Joined Party”) and Bellevue Life Sciences Acquisition Corp., a Delaware corporation (“BLAC”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement (as defined below).
AMENDMENT TO PROMISSORY NOTEPromissory Note • September 24th, 2024 • Bellevue Life Sciences Acquisition Corp. • Surgical & medical instruments & apparatus
Reference is made to that certain promissory note, dated February 9, 2024 (the “Note”), between Bellevue Life Sciences Acquisition Corp., a Delaware corporation, and Jun Chul Whang. Capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Note.
SECOND AMENDMENT TO PROMISSORY NOTESPromissory Note • January 23rd, 2025 • Bellevue Life Sciences Acquisition Corp. • Surgical & medical instruments & apparatus
Reference is made to those certain promissory notes listed on Exhibit A hereto (each, a “Note” and, collectively, the “Notes”), between Bellevue Life Sciences Acquisition Corp., a Delaware corporation, and Bellevue Global Life Sciences Investors, LLC, a Delaware limited liability company.
NOTE PURCHASE AGREEMENT OSR HOLDINGS, INC.Note Purchase Agreement • August 20th, 2025 • OSR Holdings, Inc. • Surgical & medical instruments & apparatus
This AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (this “Amendment”), effective as of June 30, 2025, amends that certain NOTE PURCHASE AGREEMENT, dated May 6, 2025 (the “Agreement”), by and between OSR HOLDINGS, INC., a Delaware corporation (the “Company”) and WHITE LION CAPITAL, LLC, DBA WHITE LION GBM INNOVATION FUND, a Nevada limited
JOINDER (Non-Participating Stockholder Form)Non-Participating Stockholder Joinder • November 16th, 2023 • Bellevue Life Sciences Acquisition Corp. • Blank checks
This JOINDER (this “Joinder”) is entered into by and between the undersigned Non-Participating Company Stockholder set forth on the signature page hereto (the “Joined Party”) and Bellevue Life Sciences Acquisition Corp., a Delaware corporation (“BLAC”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement (as defined below).
EXECUTION COPY REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “ Agreement ”) is entered into effective as February 25 , 2025 (the “ Execution Date ”), by and between OSR Holdings Inc . , a corporation organized under the laws...Registration Rights Agreement • February 28th, 2025 • OSR Holdings, Inc. • Surgical & medical instruments & apparatus
AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 15th, 2023 • Bellevue Life Sciences Acquisition Corp. • Blank checks
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of November 10, 2023, by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated February 7, 2023, by and between the parties hereto (the “Trust Agreement”).
AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT BETWEEN OSR HOLDINGS INC. AND WHITE LION CAPITAL, LLC, DBA WHITE LION GBM INNOVATION FUNDCommon Stock Purchase Agreement • November 12th, 2025 • OSR Holdings, Inc. • Surgical & medical instruments & apparatus
THIS AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective May 6, 2025 (the “Amendment Effective Date”), is by and between OSR Holdings, Inc., a Delaware corporation (the “Company”), and White Lion Capital, LLC, dba White Lion GBM Innovation Fund, a Nevada limited liability company (the “Investor”), and amends the Common Stock Purchase Agreement, dated February 25, 2025, by and between the Company and the Investor (the “Agreement”). All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.
EXECUTION COPY COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this “ Agreement ”) is entered into effective as February 25 , 2025 (the “ Execution Date ”), by and between OSR Holdings Inc . , a Delaware corporation (the “...Common Stock Purchase Agreement • February 28th, 2025 • OSR Holdings, Inc. • Surgical & medical instruments & apparatus • New York
JOINDER (Participating Stockholder Form)Joinder Agreement • February 21st, 2025 • OSR Holdings, Inc. • Surgical & medical instruments & apparatus
This JOINDER (this “Joinder”) is entered into by and between the undersigned Participating Company Stockholder set forth on the signature page hereto (the “Joined Party”) and Bellevue Life Sciences Acquisition Corp., a Delaware corporation (“BLAC”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement (as defined below).
AMENDMENT TO PROMISSORY NOTEPromissory Note • September 24th, 2024 • Bellevue Life Sciences Acquisition Corp. • Surgical & medical instruments & apparatus
Reference is made to that certain promissory note, dated March 8, 2024 (the “Note”), between Bellevue Life Sciences Acquisition Corp., a Delaware corporation, and Josh Pan. Capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Note.
Loan AgreementLoan Agreement • November 8th, 2024 • Bellevue Life Sciences Acquisition Corp. • Surgical & medical instruments & apparatus
Distribution AgreementDistribution Agreement • November 8th, 2024 • Bellevue Life Sciences Acquisition Corp. • Surgical & medical instruments & apparatus
MicroPort NeuroTech(Shanghai) Co., Ltd., a corporation duly organized and existing under the laws of the People’s Republic of China (“P. R. China”) with its principal office at No. 1661 Zhangdong Road, Pudong New Area, Shanghai 201318 P.R.C, (“MPNT”), and
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 10th, 2022 • Bellevue Life Sciences Acquisition Corp. • Blank checks • Delaware
This Amended and Restated Securities Purchase Agreement (this “Agreement”), effective as of April 22, 2022, is made and entered into by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Bellevue Global Life Sciences Investors LLC, a Delaware limited liability company (the “Buyer”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 12th, 2025 • OSR Holdings, Inc. • Surgical & medical instruments & apparatus • New York
THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of May 6, 2025 (the “Execution Date”), is entered into by and between OSR HOLDINGS, INC., a Delaware corporation (the “Company”), and WHITE LION CAPITAL, LLC, dba White Lion GBM Innovation Fund, a Nevada limited liability company (the “Buyer”). Each capitalized term used herein shall have the meaning ascribed thereto in Section 10 below, or as otherwise defined herein.