COMMON STOCK PURCHASE WARRANT NORTHERN LIGHTS ACQUISITION CORP.Northern Lights Acquisition Corp. • February 16th, 2022 • Blank checks
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] 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 on or prior to 5:00 p.m. (New York City time) on [_____], 20271 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Northern Lights Acquisition Corp., a Delaware corporation (the “Company”), up to [______]2 shares (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).
NORTHERN LIGHTS ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • June 25th, 2021 • Northern Lights Acquisition Corp. • Blank checks • New York
Northern Lights Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments 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 AGREEMENT between NORTHERN LIGHTS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • June 25th, 2021 • Northern Lights Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 23, 2021, is by and between Northern Lights Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 25th, 2021 • Northern Lights Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 23, 2021 by and between Northern Lights Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”).
NORTHERN LIGHTS ACQUISITION CORP.Northern Lights Acquisition Corp. • June 2nd, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on March 19, 2021 by and between 5AK LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Northern Lights 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 2,875,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 375,000 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:
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 2nd, 2021 • Northern Lights Acquisition Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ______________, 2021, between Northern Lights Acquisition Corp., a Delaware corporation (the “Company”), and _____________________________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 2nd, 2021 • Northern Lights Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June , 2021 by and between Northern Lights Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 29th, 2022 • SHF Holdings, Inc. • Finance services • New York
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 27, 2022, is by and among Northern Lights Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned Purchasers (each, a “Purchaser,” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 25th, 2021 • Northern Lights Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 23, 2021, is made and entered into by and among Northern Lights Acquisition Corp., a Delaware corporation (the “Company”), 5AK, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed 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 AGREEMENT between NORTHERN LIGHTS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • June 2nd, 2021 • Northern Lights Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June , 2021, is by and between Northern Lights Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Northern Lights Acquisition Corp. Denver, Colorado 80204 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • June 25th, 2021 • Northern Lights 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 between Northern Lights Acquisition Corp., a Delaware corporation (the “Company”) and Kingswood Capital Markets, division of Benchmark Investments, Inc., as representative of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 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-half 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 shall be sold in the Public
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 29th, 2022 • SHF Holdings, Inc. • Finance services • New York
This Amended and Restated Securities Purchase Agreement (this “Agreement”) is dated as of September 27, 2022, between Northern Lights Acquisition Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
The purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Seller and Counterparty on the Trade Date specified below. Certain terms of the Transaction shall be...Northern Lights Acquisition Corp. • June 17th, 2022 • Finance services
This Confirmation, together with the Pricing Date Notice, evidences a complete binding agreement between Seller, Target and Counterparty as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
VOTING AGREEMENTVoting Agreement • November 16th, 2022 • SHF Holdings, Inc. • Finance services • Delaware
THIS VOTING AGREEMENT (this “Agreement”), dated as of November 14, 2022 (the “Effective Date”), is made by and among SHF Holdings, Inc., a Delaware corporation (“Parent”) and the Stockholders listed on Schedule 1 attached hereto (each individually, a “Stockholder” and collectively, the “Stockholders”).
Northern Lights Acquisition Corp.Letter Agreement • June 25th, 2021 • Northern Lights Acquisition Corp. • Blank checks • New York
This letter agreement by and between Northern Lights Acquisition Corp. (the “Company”) and Luminous Capital Inc. (“Luminous”), 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”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 4th, 2022 • SHF Holdings, Inc. • Finance services • Colorado
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of September 28, 2022, by and among SHF Holdings, Inc. (f/k/a Northern Lights Acquisition Corp.), a Delaware corporation (the “Company”), SHF Holding Co., LLC, a Colorado limited liability company (“SHF Holding”), and Partner Colorado Credit Union, a Colorado corporation (“PCCU”).
AGREEMENT AND PLAN OF MERGER Dated as of October 29, 2022 Among SHF HOLDINGS, INC., SHF MERGER SUB I INC., SHF MERGER SUB II LLC, ROCKVIEW DIGITAL SOLUTIONS, INC. d/b/a ABACA, and THE COMPANY STOCKHOLDERS’ REPRESENTATIVEAgreement and Plan of Merger • October 31st, 2022 • SHF Holdings, Inc. • Finance services • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 29, 2022 (this “Agreement”), is entered into by and among SHF Holdings, Inc., a Delaware corporation (“Parent”), SHF Merger Sub I Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub I”), SHF Merger Sub II LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (“Merger Sub II”), Rockview Digital Solutions, Inc., a Delaware corporation, d/b/a Abaca (the “Company”), and Dan Roda, solely in such individual’s capacity as the representative of the Company Securityholders (the “Company Stockholders’ Representative”). Certain capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE XI of this Agreement.
LOCK-UP AGREEMENTLock-Up Agreement • October 4th, 2022 • SHF Holdings, Inc. • Finance services • Colorado
THIS LOCK-UP AGREEMENT (this “Agreement”) has been executed and is effective as of the Closing Date (as defined in the Purchase Agreement, as defined below) by and between (i) SHF Holdings, Inc. (f/k/a Northern Lights Acquisition Corp.), a Delaware corporation (including any successor entity thereto, the “Purchaser”), and (ii) Partner Colorado Credit Union, a Colorado-chartered credit union (“PCCU”) and SHF Holding Co, LLC, a Colorado limited liability company (“Holding”). PCCU and Holding are referred to herein individual as a “Subject Party” and collectively as the “Subject Parties.” Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Purchase Agreement.
AMENDMENT TO UNIT PURCHASE AGREEMENTUnit Purchase Agreement • September 19th, 2022 • Northern Lights Acquisition Corp. • Finance services
This Amendment to Unit Purchase Agreement (the “Amendment”) is entered into as of September 19, 2022, with respect to that Unit Purchase Agreement dated as of February 11, 2022 (the “Purchase Agreement”) among (i) Northern Lights Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) 5AK, LLC, a Delaware limited liability company, in the capacity as the representative from and after the Closing (as defined below) for the stockholders of the Purchaser (other than the Seller (as defined below) as of immediately prior to the Closing and its successors and assignees) in accordance with the terms and conditions of the Purchase Agreement (the “Purchaser Representative”), (iii) SHF Holding Co, LLC, a Colorado limited liability company (the “Seller”), (iv) Partner Colorado Credit Union, a Colorado corporation (the “Seller Parent”), and (v) SHF, LLC d/b/a Safe Harbor Financial, a Colorado limited liability company (the “Company”).
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • February 14th, 2022 • Northern Lights Acquisition Corp. • Blank checks • Colorado
This Unit Purchase Agreement (this “Agreement”) is made and entered into as of February 11, 2022 by and among (i) Northern Lights Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) 5AK, LLC, a Delaware limited liability company, in the capacity as the representative from and after the Closing (as defined below) for the stockholders of the Purchaser (other than the Seller (as defined below) as of immediately prior to the Closing and its successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iii) SHF Holding Co, LLC, a Colorado limited liability company (the “Seller”), (iv) Partner Colorado Credit Union, a Colorado corporation (the “Seller Parent”), and (v) SHF, LLC d/b/a Safe Harbor Financial, a Colorado limited liability company (the “Company”). The Purchaser, the Purchaser Representative, the Seller, the Seller Parent, and the Company are sometimes referred to herein indivi
AMENDED AND RESTATED LOAN SERVICING AGREEMENTLoan Servicing Agreement • September 21st, 2022 • Northern Lights Acquisition Corp. • Finance services • Colorado
THIS AMENDED AND RESTATED LOAN SERVICING AGREEMENT (the “Agreement”) is between SHF, LLC, a Colorado limited liability company (hereinafter referred to as (“CUSO”), and Partner Colorado Credit Union, a Colorado-chartered credit union (hereinafter referred to as “Credit Union”), dated September 21, 2022 and is effective as of February 11, 2022 (the “Effective Date”). The parties agree as follows:
VOTING AGREEMENTVoting Agreement • September 29th, 2022 • SHF Holdings, Inc. • Finance services • New York
This VOTING AGREEMENT, dated as of September 28, 2022 (this “Agreement”), is entered into by and between SHF Holdings, Inc. (f/k/a Northern Lights Acquisition Corp.), a Delaware corporation (the “Company”), and _____________________ (the “Stockholder”). All capitalized terms not defined herein shall have the meanings given to them in the Purchase Agreement, as defined below.
COMMON STOCK PURCHASE WARRANT SHF HOLDINGS, INC.SHF Holdings, Inc. • September 29th, 2022 • Finance services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] 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 on or prior to 5:00 p.m. (New York City time) on September 28, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SHF Holdings, Inc. (f/k/a Northern Lights Acquisition Corp.), a Delaware corporation (the “Company”), up to [______] shares (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).
Northern Lights Acquisition Corp. Denver, Colorado 80204 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • June 2nd, 2021 • Northern Lights 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 between Northern Lights Acquisition Corp., a Delaware corporation (the “Company”) and Kingswood Capital Markets, division of Benchmark Investments, Inc., as representative of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 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-half 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 shall be sold in the Public
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 16th, 2022 • SHF Holdings, Inc. • Finance services
This AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of November 11, 2022, is made and entered into by and among SHF Holdings, Inc., a Delaware corporation (“Parent”), SHF Merger Sub I Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub I”), SHF Merger Sub II LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (“Merger Sub II”), Rockview Digital Solutions, Inc., a Delaware corporation, d/b/a Abaca (the “Company”), and Dan Roda, solely in such individual’s capacity as the representative of the Company Securityholders (the “Company Stockholders’ Representative” and together with Parent, Merger Sub I, Merger Sub II and the Company, collectively, the “Parties”).
SECOND AMENDMENT TO UNIT PURCHASE AGREEMENTTo Unit Purchase Agreement • September 23rd, 2022 • Northern Lights Acquisition Corp. • Finance services
This Second Amendment to Unit Purchase Agreement (the “Second Amendment”) is entered into as of September 22, 2022, with respect to that Unit Purchase Agreement dated as of February 11, 2022 (the “Purchase Agreement”) among (i) Northern Lights Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) 5AK, LLC, a Delaware limited liability company, in the capacity as the representative from and after the Closing (as defined below) for the stockholders of the Purchaser (other than the Seller (as defined below) as of immediately prior to the Closing and its successors and assignees) in accordance with the terms and conditions of the Purchase Agreement (the “Purchaser Representative”), (iii) SHF Holding Co, LLC, a Colorado limited liability company (the “Seller”), (iv) Partner Colorado Credit Union, a Colorado corporation (the “Seller Parent”), and (v) SHF, LLC d/b/a Safe Harbor Financial, a Colorado limited liability company (the “Company”).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • October 4th, 2022 • SHF Holdings, Inc. • Finance services • Colorado
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) has been executed, and is effective as of the Closing Date, by Partner Colorado Credit Union, a Colorado-chartered credit union (“PCCU”) and the sole member of SHF Holding Co., LLC, a Colorado limited liability company (“Holding”) and the sole member of the Company (defined below) (PCCU and Holding are referred to herein individually as a “Subject Party” and collectively as the “Subject Parties”), in favor of and for the benefit of Northern Lights Acquisition Corp., a Delaware corporation (including any successor entity thereto, the “Purchaser”), SHF, LLC d/b/a Safe Harbor Financial, a Colorado limited liability company (the “Company”), and each of the Purchaser’s and/or the Company’s respective Affiliates (as defined in the Purchase Agreement (as defined below)), successors, and direct and indirect Subsidiaries (as defined in the Purchase Agreement) (collectively with the Purchaser and the Company, the “Covered Par
FIRST AMENDMENT TO SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER WARRANT AGREEMENT AND LOCK-UP AGREEMENTAgreement and Plan of Merger • March 4th, 2024 • SHF Holdings, Inc. • Finance services • Delaware
This FIRST AMENDMENT TO SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER, WARRANT AGREEMENT, AND LOCK-UP AGREEMENT (this “Amendment”) is dated effective as of February 27, 2024, and is made and entered into by and among SHF Holdings, Inc., a Delaware corporation (“Parent”), SHF Merger Sub I Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub I”), SHF Merger Sub II LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (“Merger Sub II”), Rockview Digital Solutions, Inc., a Delaware corporation, d/b/a Abaca (the “Company”), and Dan Roda, solely in such individual’s capacity as the representative of the Company Securityholders (the “Company Stockholders’ Representative” and together with Parent, Merger Sub I, Merger Sub II and the Company, collectively, the “Parties”).
THIRD AMENDMENT TO UNIT PURCHASE AGREEMENTUnit Purchase Agreement • September 29th, 2022 • SHF Holdings, Inc. • Finance services
This Third Amendment to Unit Purchase Agreement (the “Third Amendment”) is effective as of September 28, 2022 (the “Effective Date”), with respect to that Unit Purchase Agreement dated as of February 11, 2022 (the “Purchase Agreement”) among (i) Northern Lights Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) 5AK, LLC, a Delaware limited liability company, in the capacity as the representative from and after the Closing (as defined below) for the stockholders of the Purchaser (other than the Seller (as defined below) as of immediately prior to the Closing and its successors and assignees) in accordance with the terms and conditions of the Purchase Agreement (the “Purchaser Representative”), (iii) SHF Holding Co, LLC, a Colorado limited liability company (the “Seller”), (iv) Partner Colorado Credit Union, a Colorado corporation (the “Seller Parent”), and (v) SHF, LLC d/b/a Safe Harbor Financial, a Colorado limited liability company (the “Co
SHF Holdings, Inc. AMENDED AND RESTATED - 2022 EQUITY INCENTIVE PLAN OPTION AGREEMENTOption Agreement • April 1st, 2024 • SHF Holdings, Inc. • Finance services • Delaware
THIS OPTION AGREEMENT (this “Agreement”) is made and effective as of January 31, 2023 (the “Grant Date”), by and between SHF Holdings, Inc. (the “Company”), and __________________ (“Optionee”).
