Bannix Acquisition Corp. Sample Contracts
INDEMNITY AGREEMENTIndemnification Agreement • August 3rd, 2021 • Bannix Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, 2021, by and between Bannix Acquisition Corp., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 3rd, 2021 • Bannix Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT by and among Bannix Acquisition Corp., a Delaware corporation (the “Company”), Bannix Management LLP, a Delaware limited partnership, and Suresh Yezhuvath (collectively, 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”).
WARRANT AGREEMENTWarrant Agreement • August 3rd, 2021 • Bannix Acquisition Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between Bannix Acquisition Corp., a Delaware corporation, with offices at 300 Tice Boulevard, Suite 315, Woodcliff Lake, New Jersey 07677 (“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 warrant agent (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 3rd, 2021 • Bannix Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Bannix Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
BANNIX ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • August 19th, 2021 • Bannix Acquisition Corp. • Blank checks • New York
Bannix Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with I-Bankers Securities, Inc. (the “Representative”), as representative of the several underwriters set forth on Schedule A (collectively, the “Underwriters” or, each individually, an “Underwriter”) attached to this agreement (this “Agreement”), as follows:
Bannix Acquisition Corp. Woodcliff Lake, New Jersey 07677 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • August 3rd, 2021 • Bannix 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 Bannix Acquisition Corp., a Delaware corporation (the “Company”) and I-Bankers Securities, Inc. (“I-Bankers”) as representative of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 5,750,000 of the Company’s units (including up to 750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.01 per share (the “Common Stock”), one right (the “Rights”) and one redeemable warrant. Each Right entitles the holder to receive one-tenth of one share of Common Stock upon consummation of the initial business combination. Each warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Commo
I-Bankers Securities, Inc. 535 5th Avenue, 4th fl. New York, NY 10017 USAAdvisory Agreement • August 3rd, 2021 • Bannix Acquisition Corp. • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Bannix Acquisition Corp., a Delaware corporation (“Company”), has requested I-Bankers Securities, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-253324) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 11th, 2024 • Bannix Acquisition Corp. • Services-prepackaged software • Delaware
This Indemnification Agreement (this “Agreement”), dated as of April 10th, 2024 is made by and between BANNIX ACQUISITION CORP., a Delaware corporation (the “Company”), and ERIK KLINGER, an officer of the Company (the “Indemnitee”).
PROPOSED FORM OF AMENDMENT NO. 3 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 12th, 2025 • Bannix Acquisition Corp. • Services-prepackaged software • New York
THIS AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of March 10, 2025, by and between Bannix Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
RIGHTS AGREEMENTRights Agreement • August 3rd, 2021 • Bannix Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of __________, 2021 between Bannix Acquisition Corp., a Delaware corporation, with offices at 300 Tice Boulevard, Suite 315, Woodcliff Lake, New Jersey 07677 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).
EXECUTIVE RETENTION AGREEMENTExecutive Retention Agreement • April 11th, 2024 • Bannix Acquisition Corp. • Services-prepackaged software • California
This Executive Retention Agreement (the “Agreement”) is made and entered into as of April 10th, 2024 by and between BANX ACQUISITON CORP, a Delaware corporation (the “Company”), and ERIK KLINGER (the “Executive”).
Loan AgreementLoan Agreement • August 19th, 2021 • Bannix Acquisition Corp. • Blank checks
This Agreement is entered into today, the 12th day of April 2021 by and between Bannix Acquisition Corp., a company duly incorporated under the laws of Delaware with its office at 300 Tice Boulevard Suite 315, Woodcliff Lake, NJ 07677, hereinafter called “Borrower” of the FIRST PART
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • March 27th, 2024 • Bannix Acquisition Corp. • Services-prepackaged software • Delaware
WHEREAS, BNIX, VisionWave Technologies Inc. (the “Company”) and the Shareholders, entered into a business combination agreement (the “Business Combination Agreement”), a copy of which has been provided to the Shareholders, pursuant to which, among other things, (i) BNIX will acquire all of the issued and outstanding Company Common Shares from the shareholder(s) of the Company (the “Company Shareholder”) in exchange for Bannix Shares, and (ii) the Company will become a wholly-owned Subsidiary of BNIX;
SUBSCRIPTION AGREEMENTSubscription Agreement • August 3rd, 2021 • Bannix Acquisition Corp. • Blank checks
This Subscription Agreement entered into today, the 15th of June 2021 sets forth the terms of the agreement between Bannix Acquisition Corp. (the “Company”), a Delaware incorporated blank check Company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), which intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”), Bannix Management LLP and Suresh Yezhuvath (collectively, the “Initial Stockholders”) and Sea Otter Holdings LLC BD Series (the “Investor”).
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • March 27th, 2024 • Bannix Acquisition Corp. • Services-prepackaged software • Nevada
This BUSINESS COMBINATION AGREEMENT (this “Agreement”) as it may be amended, supplemented or otherwise modified from time to time, dated as of March 26, 2024, is made by and among Bannix Acquisition Corp., a Delaware corporation (“Bannix”), VisionWave Technologies Inc., a Nevada corporation (the “Company”) and each of the parties set forth on Exhibit A hereto (each, a “Transferor” and, collectively, the “Transferors”). Bannix, the Company and the Transferors shall be referred to herein from time to time individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
AMENDMENT NO. 1 TO PATENT PURCHASE AGREEMENTPatent Purchase Agreement • December 19th, 2023 • Bannix Acquisition Corp. • Services-prepackaged software
This Amendment No. 1 to the Patent Purchase Agreement (the "Amendment") dated December 18, 2023 is entered into by and between Bannix Acquisition Corp. (the “Purchaser”) and GBT Tokenize Corp. (the "Seller").
PATENT PURCHASE AGREEMENTPatent Purchase Agreement • August 11th, 2023 • Bannix Acquisition Corp. • Blank checks • Nevada
This PATENT PURCHASE AGREEMENT (“Agreement”) effective as of August 8 2023 (the ”Effective Date”) is made and entered into by and between GBT Tokenize Corp. having its principal place of business at c/o GBT Technologies, Inc, 2450 Colorado Ave. Suite 100E Santa Monica, CA 90404 (“Seller”) and Bannix Acquisition Corp. having its principal place of business at 8265 West Sunset Blvd., Suite # 107, West Hollywood, California 90046 (“Purchaser”). Seller and Purchaser may hereinafter be referred to collectively as the “Parties” and individually as a “Party” when convenient.
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • March 27th, 2024 • Bannix Acquisition Corp. • Services-prepackaged software
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of March 26, 2024, is made by and among Instant Fame, LLC, a Nevada limited liability company (the “Sponsor”), Bannix Acquisition Corp., a Delaware company (“BNIX”), and VisionWave Technologies Inc., a Nevada corporation (the “Company”). The Sponsor, BNIX and the Company 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).
AGREEMENT TO DEFER PAYMENT UNDER CONSOLIDATED PROMISSORY NOTESAgreement to Defer Payment • February 27th, 2025 • Bannix Acquisition Corp. • Services-prepackaged software • California
This Agreement (the “Agreement”) is made and entered into as of December 26, 2024 by and between Bannix Acquisition Corp. (“Maker”) and Evie Autonomous Ltd or its successors or assigns (“Payee”), collectively referred to as the “Parties.”
Loan AgreementLoan Agreement • August 31st, 2021 • Bannix Acquisition Corp. • Blank checks
This Agreement is entered into today, the 12th day of April 2021 by and between Bannix Acquisition Corp., a company duly incorporated under the laws of Delaware with its office at 300 Tice Boulevard Suite 315, Woodcliff Lake, NJ 07677, hereinafter called “Borrower” of the FIRST PART
SUBSCRIPTION AGREEMENTSubscription Agreement • August 3rd, 2021 • Bannix Acquisition Corp. • Blank checks
This Subscription Agreement (“Agreement”) entered into today, the 15th day of July 2021 sets forth the terms of the agreement between Bannix Acquisition Corp. (the “Company”), a Delaware incorporated blank check Company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), which intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”), Bannix Management LLP and Suresh Yezhuvath (collectively, the “Initial Stockholders”) and Better Works LLC (the “Investor”).
FUNDING SUPPORT AGREEMENTFunding Support Agreement • April 18th, 2025 • Bannix Acquisition Corp. • Services-prepackaged software • Delaware
This FUNDING SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 8, 2025, and made effective as of March 31, 2025, by and among Stanley Hills, LLC, a Delaware limited liability company (“Stanley Hills”), VisionWave Technologies, Inc., a Nevada corporation (“VW Technologies”), and VisionWave Holdings, Inc., a Delaware corporation (“VW Holdings,” and together with VW Technologies, the “Companies,” and each a “Company”).
AGREEMENT TO DEFER TRANSACTION COSTSAgreement to Defer Transaction Costs • February 27th, 2025 • Bannix Acquisition Corp. • Services-prepackaged software • New York
This Agreement (the “Agreement”) is made and entered into as of December 26, 2024, by and between Bannix Acquisition Corp. (“Bannix”) and Fleming PLLC (“Fleming”), collectively referred to as the “Parties.”
AFFILATE DEFERMENT AGREEMENTDeferment Agreement • February 27th, 2025 • Bannix Acquisition Corp. • Services-prepackaged software • Delaware
This Deferment Agreement (the “Agreement”) is entered into as of December 26, 2024, by and between Bannix Acquisition Corp. (“Bannix”), a Delaware corporation, and InstantFame, LLC (“InstantFame”), a Delaware limited liability company (collectively, the “Parties”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 3rd, 2021 • Bannix Acquisition Corp. • Blank checks
The undersigned hereby subscribes for ______ shares of common stock, par value $0.01 per share (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $________ to the Company.
AMENDMENT TO AFFILIATE DEFERMENT AGREEMENTAffiliate Deferment Agreement • February 27th, 2025 • Bannix Acquisition Corp. • Services-prepackaged software
This Amendment (the “Amendment”) to the Affiliate Deferment Agreement dated December 26, 2024 (the “Agreement”) is entered into as of February 4, 2025, by and between Bannix Acquisition Corp. (“Bannix”) and InstantFame, LLC (“InstantFame”) (collectively, the “Parties”), with acknowledgment and consent from Stanley Hills, LLC and LaRocca Construction LLC.
AGREEMENT TO DEFER TRANSACTION COSTSAgreement to Defer Transaction Costs • February 27th, 2025 • Bannix Acquisition Corp. • Services-prepackaged software • California
This Agreement (the “Agreement”) is made and entered into as of December 26, 2024, by and between Bannix Acquisition Corp. (“Bannix”) and Marula Capital Group LLC (“Marula”), collectively referred to as the “Parties.”
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • August 9th, 2023 • Bannix Acquisition Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of August 7, 2023, is made by and among Instant Fame, LLC, a Nevada limited liability company (the “Sponsor”), Bannix Acquisition Corp., a Delaware company (“BNIX”), and EVIE Autonomous Group Ltd, a corporation existing under the laws of England and Wales (the “Company”). The Sponsor, BNIX and the Company 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).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • August 3rd, 2021 • Bannix Acquisition Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Bannix Acquisition Corp., a Delaware corporation (the “Company” and, Suresh Yezhuvath, a resident of ________ (“Purchaser”).
AGREEMENT TO DEFER PAYMENT OF CREDIT BALANCEAgreement to Defer Payment of Credit Balance • February 27th, 2025 • Bannix Acquisition Corp. • Services-prepackaged software • California
This Agreement (the “Agreement”) is entered into as of January 19, 2025, by and between Bannix Acquisition Corp. (“Company”) and Douglas Davis (“CEO”), collectively referred to as the “Parties.”
Bannix Acquisition Corp.Administrative Services Agreement • July 16th, 2021 • Bannix Acquisition Corp. • Blank checks • Delaware
This letter agreement by and between Bannix Acquisition Corp. (the “Company”) and Bannix Management LLP (“Partnership”), 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”):