REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 4th, 2021 • Anzu Special Acquisition Corp I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 1, 2021, is made and entered into by and among Anzu Special Acquisition Corp I, a Delaware corporation (the “Company”), Anzu SPAC GP 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 4th, 2021 • Anzu Special Acquisition Corp I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 1, 2021 by and between Anzu Special Acquisition Corp I, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC a New York limited liability company (the “Trustee”).
ContractEnvoy Medical, Inc. • February 15th, 2024 • Orthopedic, prosthetic & surgical appliances & supplies
THIS ISSUANCE AND SALE OF THIS SECURITY AND THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
WARRANT AGREEMENT between ANZU SPECIAL ACQUISITION CORP I and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCWarrant Agreement • February 19th, 2021 • Anzu Special Acquisition Corp I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Anzu Special Acquisition Corp I, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 19th, 2021 • Anzu Special Acquisition Corp I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Anzu Special Acquisition Corp I, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC a New York limited liability company (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • March 4th, 2021 • Anzu Special Acquisition Corp I • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as __, 2021 by and between Anzu Special Acquisition Corp I, a Delaware corporation (the “Company”), and [D&O] (“Indemnitee”).
ANZU SPECIAL ACQUISITION CORP I a Delaware corporation 35,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • February 19th, 2021 • Anzu Special Acquisition Corp I • Blank checks • New York
Anzu Special Acquisition Corp I (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”), Barclays Capital Inc. (“Barclays”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA and Barclays are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of units of the Company. Each unit (“Unit(s)”) consists of one share of Class A common stock, par value $0.0001 (“Class A Common Stock”) and one-third of one redeemable warrant of the Company (“Warrant(s)”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 5,250,0
Anzu Special Acquisition Corp I 12610 Race Track Road, Suite 250 Tampa, FL 33626 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 4th, 2021 • Anzu Special Acquisition Corp I • Blank checks
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 Anzu Special Acquisition Corp I, a Delaware corporation (the “Company”), and BofA Securities, Inc. and Barclays Capital Inc., as representatives (“the Representatives”) of the several underwriters (the “Underwriters”) named therein, relating to an underwritten initial public offering (the “Public Offering”) of 48,300,000 of the Company’s units (including up to 6,300,000 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”), and one-third 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
WARRANT AGREEMENT between ANZU SPECIAL ACQUISITION CORP I and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCWarrant Agreement • March 4th, 2021 • Anzu Special Acquisition Corp I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 1, 2021, is by and between Anzu Special Acquisition Corp I, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • March 4th, 2021 • Anzu Special Acquisition Corp I • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of March 1, 2021 (this “Agreement”), is entered into by and between Anzu Special Acquisition Corp I, a Delaware corporation (the “Company”), and Anzu SPAC GP I LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • October 5th, 2023 • Envoy Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2023 by and between Envoy Medical, Inc. a Delaware corporation (the “Company”), and [D&O] (“Indemnitee”).
Anzu Special Acquisition Corp I 12610 Race Track Road, Suite 250 Tampa, FL 33626Anzu Special Acquisition Corp I • February 8th, 2021 • Blank checks • New York
Anzu Special Acquisition Corp I, a Delaware corporation (the “Company”), is pleased to accept the offer Anzu SPAC GP I LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 7,187,500 of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”), up to 937,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock,” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will convert into shares of Class A Common Stock on a one-for-one basis, subject to
ANZU SPECIAL ACQUISITION CORP I a Delaware corporation 42,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • March 4th, 2021 • Anzu Special Acquisition Corp I • Blank checks • New York
Anzu Special Acquisition Corp I (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”), Barclays Capital Inc. (“Barclays”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA and Barclays are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of units of the Company. Each unit (“Unit(s)”) consists of one share of Class A common stock, par value $0.0001 (“Class A Common Stock”) and one-third of one redeemable warrant of the Company (“Warrant(s)”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 6,300,0
EMPLOYMENT AGREEMENTEmployment Agreement • November 17th, 2023 • Envoy Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This Employment Agreement (“Agreement”) is made and entered into effective as of August 15, 2023 (the “Effective Date”) by and between Envoy Medical Corporation, a Minnesota corporation (the “Company”), and David R. Wells, an individual resident of the State of Arizona (the “Executive”).
AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • October 5th, 2023 • Envoy Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Amended and Restated Registration Rights and Lock-Up Agreement (this “Agreement”) dated as of September 29, 2023 is among Anzu Special Acquisition Corp I, a Delaware corporation (the “Company”), and the Holders (as defined below). Capitalized terms used but not defined herein have the meanings assigned to them in the Business Combination Agreement dated as of April 17, 2023, as amended by Amendment No. 1, dated as of May 12, 2023 and Amendment No. 2, dated as of August 31, 2023 (collectively, the “Business Combination Agreement”), among the Company, Envoy Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Envoy Medical Corporation, a Minnesota corporation (“Envoy”).
CONVERTIBLE NOTE AMENDMENT AGREEMENTConvertible Note Amendment Agreement • June 30th, 2023 • Anzu Special Acquisition Corp I • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This CONVERTIBLE NOTE AMENDMENT AGREEMENT (this “Agreement”) is entered into as of April 17, 2023, by and between Envoy Medical Corporation, a Minnesota corporation (the “Company”) and the Person listed on the signature page hereto under the heading “Note Holder” (the “Note Holder”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the BCA (as defined below).
EXTENSION SUPPORT AGREEMENTExtension Support Agreement • February 24th, 2023 • Anzu Special Acquisition Corp I • Blank checks • New York
This EXTENSION SUPPORT AGREEMENT (this “Agreement”), dated as of [●], 2023 is made by and between Anzu Special Acquisition Corp I, a Delaware corporation (“Anzu”), Anzu SPAC GP I LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned holders (collectively, the “Holder”).
Anzu Special Acquisition Corp I 12610 Race Track Road, Suite 250 Tampa, FL 33626Anzu Special Acquisition Corp I • March 4th, 2021 • Blank checks • New York
This letter agreement by and between Anzu Special Acquisition Corp I, a Delaware corporation (the “Company”) and Anzu Partners, LLC, a Florida limited liability company (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”) 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 on Form S-1 (File No. 333-252861) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
Envoy Medical, Inc.Envoy Medical, Inc. • April 1st, 2024 • Orthopedic, prosthetic & surgical appliances & supplies
This letter agreement sets forth the terms of your service as a member of the Board of Directors (the “Board”) of Envoy Medical, Inc. (“Envoy” or the “Company”). You have been designated as an “independent director” under the rules of the Nasdaq Stock Market. You will be appointed to the Audit Committee and the Compensation Committee of the Board.
ENVOY MEDICAL CORPORATION THIRD AMENDED AND RESTATED SECURED CONVERTIBLE PROMISSORY NOTEIntercreditor Agreement • June 30th, 2023 • Anzu Special Acquisition Corp I • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
This amended and restated secured convertible promissory note (“Note”) is issued to CBR HOLDINGS, LLC (“Investor”) by Envoy Medical Corporation, a Minnesota corporation (the “Company”) and replaces the second amended and restated secured convertible promissory note dated February 9, 2017, issued to Investor by the Company, whereby the Company agreed to pay Investor the principal sum of Two Hundred Thousand and No/100 Dollars ($200,000.00) (the “Previous Note”). Upon the execution of this Note, the Previous Note shall be deemed cancelled and not outstanding.
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • December 7th, 2021 • Anzu Special Acquisition Corp I • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [·], 2021, by and among Anzu Strategic Acquisition Corp I., a Delaware corporation (the “Company”), Anzu SPAC GP I LLC, a Delaware limited liability company (the “Sponsor”), and ________________, a ________________ (the “Purchaser”).
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • April 18th, 2023 • Anzu Special Acquisition Corp I • Blank checks
This SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of April 17, 2023, is made by and among Anzu Special Acquisition Corp I, a Delaware corporation (“SPAC”), Envoy Medical Corporation, a Minnesota corporation (the “Company”), and the holder of Company Capital Stock listed on Schedule A hereto (each, a “Holder” and, collectively, the “Holders”). SPAC, the Company, and the Holders shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 18th, 2023 • Anzu Special Acquisition Corp I • Blank checks
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Anzu Special Acquisition Corp I, a Delaware corporation (“Anzu”), and the undersigned investor (the “Investor”) in connection with the Business Combination Agreement, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Anzu, Envoy Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Anzu (“Merger Sub”), and Envoy Medical Corporation, a Minnesota corporation (the “Company”), pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company surviving the merger and becoming a wholly owned direct subsidiary of Anzu, on the terms and subject to the conditions therein (the “Merger”).
AMENDMENT NO. 1 TO SPONSOR SUPPORT AND FORFEITURE AGREEMENTSupport and Forfeiture Agreement • September 5th, 2023 • Anzu Special Acquisition Corp I • Orthopedic, prosthetic & surgical appliances & supplies
This AMENDMENT NO. 1 TO SPONSOR SUPPORT AND FORFEITURE AGREEMENT (this “Amendment”) is entered into as of August 31, 2023, by and among Anzu SPAC GP I LLC, a Delaware limited liability company (the “Sponsor”), Anzu Special Acquisition Corp I, a Delaware corporation (the “SPAC”), and Envoy Medical Corporation, a Minnesota corporation (the “Company”). The Sponsor, the SPAC and the Company are sometimes referred to herein individually as a “party” and, collectively, as the “parties.” Capitalized terms used but not defined elsewhere herein shall have the meanings assigned to them in the Support Agreement (as defined below).
AMENDMENT TO LETTER AGREEMENTLetter Agreement • May 15th, 2023 • Anzu Special Acquisition Corp I • Blank checks
This Amendment (this “Amendment”), dated as of ______, 2023, by and among Anzu Special Acquisition Corp I, a Delaware corporation (the “Company”), Anzu SPAC GP I LLC, a Delaware limited liability company (“Sponsor”) and each of the undersigned (each, an “Insider” and, collectively, the “Insiders”) is to that certain Letter Agreement, dated as of March 1, 2021 (the “Letter Agreement”), by and among the Company, the Sponsor and the Insiders. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Letter Agreement.
AMENDMENT TO LETTER AGREEMENTLetter Agreement • October 5th, 2023 • Envoy Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This Amendment (this “Amendment”), dated as of September 29, 2023, by and among Anzu Special Acquisition Corp I, a Delaware corporation (the “Company”), Anzu SPAC GP I LLC, a Delaware limited liability company (“Sponsor”) and each of the undersigned (each, an “Insider” and, collectively, the “Insiders”) is to that certain Letter Agreement, dated as of March 1, 2021 (the “Letter Agreement”), by and among the Company, the Sponsor and the Insiders. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Letter Agreement.
AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENTSubscription Agreement • May 15th, 2023 • Anzu Special Acquisition Corp I • Blank checks
This AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT (this “Amendment”) is entered into as of May 12, 2023, by and between Anzu Special Acquisition Corp I, a Delaware corporation (“Anzu”) and Anzu SPAC GP I LLC (“Sponsor”). The SPAC and Sponsor are sometimes referred to herein individually as a “party” and, collectively, as the “parties.” Capitalized terms used but not defined elsewhere herein shall have the meanings assigned to them in the Subscription Agreement (as defined below).
Envoy Medical, Inc.Envoy Medical, Inc. • April 1st, 2024 • Orthopedic, prosthetic & surgical appliances & supplies
This letter agreement sets forth the terms of your service as a member of the Board of Directors (the “Board”) of Envoy Medical, Inc. (“Envoy” or the “Company”). You have been designated as an “independent director” under the rules of the Nasdaq Stock Market. You will be appointed to the Compensation Committee and the Nominating and Corporate Governance Committee of the Board, as well will be named the Chairman of the Board.
AMENDMENT NO. 2 TO SUBSCRIPTION AGREEMENTSubscription Agreement • September 5th, 2023 • Anzu Special Acquisition Corp I • Orthopedic, prosthetic & surgical appliances & supplies
This AMENDMENT NO. 2 TO SUBSCRIPTION AGREEMENT (this “Amendment”) is entered into as of August 23, 2023, by and between Anzu Special Acquisition Corp I, a Delaware corporation (“Anzu”), and Anzu SPAC GP I LLC (“Sponsor”). The SPAC and Sponsor are sometimes referred to herein individually as a “party” and, collectively, as the “parties.” Capitalized terms used but not defined elsewhere herein shall have the meanings assigned to them in the Subscription Agreement (as defined below).
FORWARD PURCHASE AGREEMENT (Convertible Notes)Forward Purchase Agreement • December 7th, 2021 • Anzu Special Acquisition Corp I • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [·], 2021, by and among Anzu Special Acquisition Corp I., a Delaware corporation (the “Company”), and [•], a [•] (the “Purchaser”).
SPONSOR SUPPORT AND FORFEITURE AGREEMENTSponsor Support and Forfeiture Agreement • April 18th, 2023 • Anzu Special Acquisition Corp I • Blank checks
This Sponsor Support and Forfeiture Agreement (this “Agreement”), dated as of April 17, 2023, is entered into by and among Anzu SPAC GP I LLC, a Delaware limited liability company (the “Sponsor”), Anzu Special Acquisition Corp I, a Delaware corporation (the “SPAC”), and Envoy Medical Corporation, a Minnesota corporation (the “Company”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 30th, 2023 • Anzu Special Acquisition Corp I • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
This Third Amended and Restated Credit Agreement (this “Agreement”) is entered into between Envoy Medical Corporation, a Minnesota corporation (the “Company”), and GAT Funding, LLC, a Minnesota limited liability company (the “Investor”), effective as of July 15, 2022. The Company and Investor may be referred to herein individually as a “Party” or collectively as the “Parties.”
ENVOY MEDICAL CORPORATION AMENDMENT NO. 1 TO THE Promissory NOTEAnzu Special Acquisition Corp I • September 5th, 2023 • Orthopedic, prosthetic & surgical appliances & supplies
This Amendment No. 1 to Promissory Note (this “Amendment”) is entered into by and between GAT Funding, LLC, a Minnesota limited liability company, or its successors or assigns (“Investor”), and Envoy Medical Corporation, a Minnesota corporation (the “Company”) and amends that certain Promissory Note, dated April 14, 2023, issued by the Company to Investor (the “Note”) to increase the maximum principal amount that the Company may borrow from $10,000,000 up to a maximum of $15,000,000 (as further described in the amended Section 2 hereof).
ENVOY MEDICAL, INC.Stock Option Agreement • April 1st, 2024 • Envoy Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
Unless otherwise defined herein, the terms defined in the Envoy Medical, Inc. (the “Company”) 2023 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement, which includes the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, the Exercise Notice, attached hereto as Exhibit B, and all other exhibits, appendices, and addenda attached hereto (the “Option Agreement”).
Envoy Medical, Inc.Envoy Medical, Inc. • April 1st, 2024 • Orthopedic, prosthetic & surgical appliances & supplies
This letter agreement sets forth the terms of your service as a member of the Board of Directors (the “Board”) of Envoy Medical, Inc. (“Envoy” or the “Company”). You have been designated as an “independent director” under the rules of the Nasdaq Stock Market. You will be appointed to the Audit Committee and the Nominating and Corporate Governance Committee of the Board.
