ALPINE ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • September 1st, 2021 • Alpine Acquisition Corp. • Blank checks • New York
Alpine Acquisition Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with Maxim Group LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • September 1st, 2021 • Alpine Acquisition Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of August 30, 2021 between Alpine Acquisition Corporation, a Delaware corporation, with offices at 10141 N. Canyon View Lane, Fountain Hills, Arizona 85268 (“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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 1st, 2021 • Alpine Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of August 30, 2021, by and among Alpine Acquisition Corporation, a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 1st, 2021 • Alpine Acquisition Corp. • Blank checks • Delaware
This agreement, made and entered into effective as of August 30, 2021 (“Agreement”), by and between Alpine Acquisition Corporation, a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 1st, 2021 • Alpine Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of August 30, 2021 by and between Alpine Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Alpine Acquisition Corporation 10141 N. Canyon View Lane Fountain Hills, Arizona 85268 Maxim Group LLC New York, NY 10174Letter Agreement • July 21st, 2021 • Alpine Acquisition Corp. • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Alpine Acquisition Corporation, a Delaware corporation (the “Company”), and Maxim Group 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 Unit comprised of one share of common stock, par value $0.0001 (the “Common Stock”), and one-half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 19th, 2022 • Alpine Acquisition Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (as amended, modified or supplemented from time to time, this “Agreement”) is made and entered into as of May 18, 2022, by and among Alpine Acquisition Corporation, a Delaware corporation (“Parent”), AAC Merger Sub Inc. a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Two Bit Circus, Inc., a Delaware corporation (the “Company”). Parent, the Merger Sub and the Company are sometimes referred to individually as a “Party” and collectively as the “Parties”. Except as otherwise indicated, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Exhibit A.
COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • May 19th, 2022 • Alpine Acquisition Corp. • Blank checks
This COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of May 18, 2022 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), Two Bit Circus, Inc., a Delaware corporation (the “Company”), and Alpine Acquisition Corporation, a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 1st, 2022 • Alpine Acquisition Corp. • Services-miscellaneous amusement & recreation • Delaware
This Amendment No. 3 to Agreement and Plan of Merger (this “Amendment”) is entered into as of November 30, 2022, by and among Alpine Acquisition Corporation, a Delaware corporation (“Parent”), and Two Bit Circus, Inc., a Delaware corporation (the “Company”). Parent and the Company are sometimes referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms not otherwise defined in this Amendment have the meanings given to such terms in the Merger Agreement (defined below).
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 6th, 2022 • Alpine Acquisition Corp. • Services-miscellaneous amusement & recreation • Delaware
This Amendment No. 2 to Agreement and Plan of Merger (this “Amendment”) is entered into as of October 4, 2022, by and among Alpine Acquisition Corporation, a Delaware corporation (“Parent”), and Two Bit Circus, Inc., a Delaware corporation (the “Company”). Parent and the Company are sometimes referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms not otherwise defined in this Amendment have the meanings given to such terms in the Merger Agreement (defined below).
Second AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 1st, 2022 • Alpine Acquisition Corp. • Services-miscellaneous amusement & recreation
This Second Amendment to Purchase and Sale Agreement (this “Amendment”) is by and among Alpine Acquisition Corporation, a Delaware corporation (“Purchaser”), Pool IV Finance LLC, a Delaware limited liability company (“Denver PropCo Seller”), Pool IV TRS LLC, a Delaware limited liability company (“Denver OpCo Seller”; Denver PropCo Seller and Denver OpCo Seller are referred to collectively as “Denver Sellers”), PHF II Stamford Hotel, a Delaware limited liability company (“Stamford Seller”) (Denver PropCo Seller, Denver OpCo Seller and Stamford Seller are referred individually as a “Seller” and collectively, as “Sellers”). Sellers and Purchaser are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
Alpine Acquisition Corporation 10141 N. Canyon View Lane Fountain Hills, Arizona 85268Alpine Acquisition Corp. • July 21st, 2021 • Blank checks
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 securities of Alpine Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), ________ shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 10141 N. Canyon View Lane, Fountain Hills, Arizona 85268 (or any successor location) for $10,000 per month. __________ hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies that may be set aside in a trust account (the “Trust Account”) to
Alpine Acquisition Corporation 10141 N. Canyon View Lane Fountain Hills, Arizona 85268Alpine Acquisition Corp. • September 1st, 2021 • Blank checks
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 securities of Alpine Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Alpine Acquisition Sponsor LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 10141 N. Canyon View Lane, Fountain Hills, Arizona 85268 (or any successor location) for $10,000 per month. Alpine Acquisition Sponsor LLC hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies that may be set aside in
PURCHASE AND SALE AGREEMENT between Pool IV Finance LLC, Pool IV TRS LLC, and PHF II Stamford LLC, as Sellers, and Alpine Acquisition Corporation, as Purchaser, dated as of May 18, 2022, for the Hilton Stamford Hotel & Executive Meeting Center Crowne...Purchase and Sale Agreement • May 19th, 2022 • Alpine Acquisition Corp. • Blank checks • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement“) is entered into as of May 18, 2022 (the “Effective Date“), between Pool IV Finance LLC, a Delaware limited liability company (“Denver PropCo Seller”), Pool IV TRS LLC, a Delaware limited liability company (“Denver OpCo Seller”; Denver PropCo Seller and Denver OpCo Seller are referred to collectively as “Denver Sellers”), PHF II Stamford Hotel, a Delaware limited liability company (“Stamford Seller”) (Denver PropCo Seller, Denver OpCo Seller and Stamford Seller are referred individually as a “Seller” and collectively, as “Sellers”), and Alpine Acquisition Corporation, a Delaware corporation (“Purchaser”). Sellers and Purchaser are sometimes referred to individually as a “Party” and collectively as the “Parties”.)
SHARE ESCROW AGREEMENTShare Escrow Agreement • May 19th, 2022 • Alpine Acquisition Corp. • Blank checks • New York
THIS SHARE ESCROW AGREEMENT (“Agreement”) is made and entered into as of [●], 2022, by and among Alpine Acquisition Corporation (to be renamed Two Bit Entertainment Corp.), a Delaware corporation (“Parent”), [●], an individual (the “Company Representative”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 2nd, 2023 • Alpine Acquisition Corp. • Services-miscellaneous amusement & recreation
This Third Amendment to Purchase and Sale Agreement, dated as of March 2, 2023 (this “Amendment”), is by and among Alpine Acquisition Corporation, a Delaware corporation (“Purchaser”), Pool IV Finance LLC, a Delaware limited liability company (“Denver PropCo Seller”), Pool IV TRS LLC, a Delaware limited liability company (“Denver OpCo Seller”; Denver PropCo Seller and Denver OpCo Seller are referred to collectively as “Denver Sellers”), PHF II Stamford Hotel, a Delaware limited liability company (“Stamford Seller”) (Denver PropCo Seller, Denver OpCo Seller and Stamford Seller are referred individually as a “Seller” and collectively, as “Sellers”). Sellers and Purchaser are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 29th, 2022 • Alpine Acquisition Corp. • Services-miscellaneous amusement & recreation
This Amendment to Purchase and Sale Agreement (this “Amendment”), dated as of August 26, 2022, is by and among Alpine Acquisition Corporation, a Delaware corporation (“Purchaser”), Pool IV Finance LLC, a Delaware limited liability company (“Denver PropCo Seller”), Pool IV TRS LLC, a Delaware limited liability company (“Denver OpCo Seller”; Denver PropCo Seller and Denver OpCo Seller are referred to collectively as “Denver Sellers”), PHF II Stamford Hotel, a Delaware limited liability company (“Stamford Seller”) (Denver PropCo Seller, Denver OpCo Seller and Stamford Seller are referred individually as a “Seller” and collectively, as “Sellers”). Sellers and Purchaser are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
FORM OF LOCK-UP AGREEMENTForm of Lock-Up Agreement • May 19th, 2022 • Alpine Acquisition Corp. • Blank checks • Delaware
This LOCK-UP AGREEMENT (this “Agreement”) is made as of May 18, 2022 by and among Alpine Acquisition Corporation, a Delaware corporation (the “Company”), and each other Person identified on Schedule A attached hereto (the “Schedule of Holders”) as of the date hereof.
AMENDMENT NO. 4 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 2nd, 2023 • Alpine Acquisition Corp. • Services-miscellaneous amusement & recreation • Delaware
This Amendment No. 4 to Agreement and Plan of Merger (this “Amendment”) is entered into as of March 2, 2023, by and among Alpine Acquisition Corporation, a Delaware corporation (“Parent”), and Two Bit Circus, Inc., a Delaware corporation (the “Company”). Parent and the Company are sometimes referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms not otherwise defined in this Amendment have the meanings given to such terms in the Merger Agreement (defined below).
SHAREHOLDER AND REGISTRATION RIGHTS AGREEMENTShareholder and Registration Rights Agreement • May 19th, 2022 • Alpine Acquisition Corp. • Blank checks • New York
This Shareholder and Registration Rights Agreement (this “Agreement”), dated as of [●], 2022 (the “Effective Time”), is entered into by and among Alpine Acquisition Corporation, a Delaware corporation (“Alpine” or the “Purchaser”), and PHF II Stamford LLC (the “Seller”). The Purchaser and the Seller are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties”. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement (defined below).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 29th, 2022 • Alpine Acquisition Corp. • Services-miscellaneous amusement & recreation • Delaware
This Amendment to Agreement and Plan of Merger (this “Amendment”) is entered into as of August __, 2022, by and among Alpine Acquisition Corporation, a Delaware corporation (“Parent”), and Two Bit Circus, Inc., a Delaware corporation (the “Company”). Parent and the Company are sometimes referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms not otherwise defined in this Amendment have the meanings given to such terms in the Merger Agreement (defined below).
