AF Acquisition Corp. Palm Beach, FL 33480AF Acquisition Corp. • February 25th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on January 12, 2021 by and between AF Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and AF 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 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 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:
AF Acquisition Corp. Floor 2, Suite 35 Palm Beach, FL 33480Letter Agreement • March 24th, 2021 • AF Acquisition Corp. • 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 AF Acquisition Corp., a Delaware corporation (the “Company”) and Cowen and Company, LLC (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 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 registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exc
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 24th, 2021 • AF Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 18, 2021, is made and entered into by and among AF Acquisition Corp., a Delaware corporation (the “Company”), AF 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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 24th, 2021 • AF Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 18, 2021 by and between AF Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
AF ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of March 18, 2021Warrant Agreement • March 24th, 2021 • AF Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 18, 2021 is by and between AF Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • March 5th, 2021 • AF Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021 by and between AF Acquisition Corp., a Delaware corporation (the “Company”), and [NAME OF D&O] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement • March 24th, 2021 • AF Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (this “Agreement”), is entered into by and between AF Acquisition Corp., a Delaware corporation (the “Company”), and AF Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
AF Acquisition Corp. 20,000,000 Units Underwriting AgreementAF Acquisition Corp. • March 24th, 2021 • Blank checks • New York
AF Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to you (“you” or the “Underwriter”) an aggregate of 20,000,000 units of the Company (the “Underwritten Units”) and, at your option, up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
AF ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [ ], 2021Warrant Agreement • March 5th, 2021 • AF Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021 is by and between AF Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
AF ACQUISITION CORP.AF Acquisition Corp. • March 5th, 2021 • Blank checks • New York
This letter agreement by and between AF Acquisition Corp. (the “Company”), AF Ventures, LP and Mistral Capital Management, LLC (AF Ventures, LP and Mistral Capital Management, LLC, together, the “Providers”), 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 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”):
AF Acquisition Corp. 20,000,000 Units Underwriting AgreementUnderwriting Agreement • March 5th, 2021 • AF Acquisition Corp. • Blank checks • New York
AF Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to you (“you” or the “Underwriter”) an aggregate of 20,000,000 units of the Company (the “Underwritten Units”) and, at your option, up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
AF ACQUISITION CORP.AF Acquisition Corp. • March 24th, 2021 • Blank checks • New York
This letter agreement by and between AF Acquisition Corp. (the “Company”), AF Ventures, LP and Mistral Capital Management, LLC (AF Ventures, LP and Mistral Capital Management, LLC, together, the “Providers”), 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 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”):
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 23rd, 2022 • AF Acquisition Corp. • Blank checks • New York
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of December 19, 2022, is made by and between AF Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
