INDEMNITY AGREEMENTIndemnity Agreement • December 7th, 2021 • NorthView Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between NorthView Acquisition Corp., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
NORTHVIEW ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • December 23rd, 2021 • NorthView Acquisition Corp • Blank checks • New York
Northview Acquisition Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with I-Bankers Securities, Inc. (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 NORTHVIEW ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • December 23rd, 2021 • NorthView Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 20, 2021, is by and between NorthView 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 • December 23rd, 2021 • NorthView Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 20, 2021 by and between NorthView Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2021 • NorthView Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 20, 2021, is made and entered into by and among NorthView Acquisition Corp., a Delaware corporation (the “Company”), NorthView Sponsor 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”).
RIGHTS AGREEMENTRights Agreement • December 23rd, 2021 • NorthView Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of December 20, 2021 between NorthView Acquisition Corp., a Delaware corporation, with offices at 207 West 25th Street, 9th Floor, New York, NY 10001 (“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”).
NorthView Acquisition Corp. New York, NY 10001 Re: Initial Public Offering Gentlemen:Letter Agreement • December 23rd, 2021 • NorthView 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 NorthView Acquisition Corp., a Delaware corporation (the “Company”) and I-Bankers Securities, Inc. 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 18,975,000 of the Company’s units (including up to 2,475,000 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 $0.0001 per share (the “Common Stock”), one right (a "Right"), and one-half of one redeemable warrant. Each right entitles the holder thereof to receive one-tenth (1/10) of one share of common stock. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50
NorthView Acquisition Corporation New York, NY 10001Letter Agreement • July 1st, 2021 • NorthView 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 NorthView Acquisition Corporation, a Delaware corporation (the “Company”) and I-Bankers Securities, Inc. 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 20,700,000 of the Company’s units (including up to 2,700,000 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 $0.0001 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 will be sold in the Public Offering pursuant to a registration stateme
I-Bankers Securities, Inc. 535 5th Avenue, 4th fl. New York, NY 10017 USANorthView Acquisition Corp • July 21st, 2023 • Surgical & medical instruments & apparatus • New York
This is to confirm our agreement whereby NorthView Acquisition Corp., a Delaware corporation (“Company”), has requested I-Bankers Securities, Inc. and Dawson James Securities, Inc. (the “Advisors”) 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. 333-257156) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
NorthView Acquisition Corp. New York, NY 10001NorthView Acquisition Corp • June 17th, 2021 • New York
This agreement (the “Agreement”) is entered into on April 22, 2021 by and between NorthView Sponosr I, LLC, a limited liability company (the “Subscriber” or “you”), and NorthView 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 5,175,000 shares of the Company’s common stock, $0.0001 par value per share (the “Shares”), up to 675,000 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:
FORM OF AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 28th, 2023 • NorthView Acquisition Corp • Surgical & medical instruments & apparatus
This Amendment No. 1 (this “Amendment”), dated as of [ ], 2023, to the Investment Management Trust Agreement (the “Trust Agreement”) is made by and between NorthView Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
NorthView Acquisition Corp.Administrative Services Agreement • December 7th, 2021 • NorthView Acquisition Corp • Blank checks • Delaware
This letter agreement by and between NorthView Acquisition Corp. (the “Company”) and [●] (the “[●]”), 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 (i) the consummation by the Company of an initial business combination, (ii) the Company’s liquidation, or (iii) 15 months (or up to 21 months if we extend the period of time to consummate a business combination) after the Listing Date (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 7th, 2021 • NorthView Acquisition Corp • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among NorthView Acquisition Corp., a Delaware corporation (the “Company”) and, I-Bankers Securities, Inc. and Dawson James Securities, Inc. (the “Purchasers”).
NorthView Acquisition Corp. New York, NY 10001 Re: Initial Public Offering Gentlemen:Letter Agreement • December 7th, 2021 • NorthView 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 NorthView Acquisition Corp., a Delaware corporation (the “Company”) and I-Bankers Securities, Inc. 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 17,250,000 of the Company’s units (including up to 2,250,000 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 $0.0001 per share (the “Common Stock”), one right (a “Right”), and one-half of one redeemable warrant. Each right entitles the holder thereof to receive one-tenth (1/10) of one share of common stock. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50
AMENDMENT NO. 1 TO MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement and Plan of Reorganization • September 13th, 2023 • NorthView Acquisition Corp • Surgical & medical instruments & apparatus
THIS AMENDMENT to the Merger Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of November 7, 2022, by and among NorthView Acquisition Corp., a Delaware corporation (“Parent”), NV Profusa Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), and Profusa, Inc., a California corporation (the “Company”), is effective as of this 12th day of September, 2023 (this “Amendment”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
FORM OF SPONSOR SUPPORT AGREEMENTForm of Sponsor Support Agreement • January 25th, 2023 • NorthView Acquisition Corp • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of [_], 2022, is made by and among NorthView Acquisition Corp., a Delaware corporation (“Parent”), and Profusa, Inc., a California corporation (the “Company”), and NorthView Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”). Parent, the Company and the Sponsor 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 Merger Agreement (as defined below).
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 9th, 2024 • NorthView Acquisition Corp • Surgical & medical instruments & apparatus
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of January 2, 2024, by and between NorthView 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).
PROFUSA, INC. AMENDMENT NUMBER ONE TO BINDING TERM SHEET FOR APAC JOINT VENTURENorthView Acquisition Corp • March 5th, 2024 • Surgical & medical instruments & apparatus
This Amendment Number One to the prior Binding Term Sheet for APAC Joint Venture (this “Amendment No.1”) is made and entered into as of [ ], 2023 (the “Effective Date”) by and among PROFUSA, Inc, a California Corporation (“Company”), Carbis Bay Limited (or its Affiliates) (“Carbis Bay”), BC hSensor Limited (or its Affiliates) (“BC”) and Tasly Holding Group Co. Ltd (or its wholly owned Affiliates) (“Tasly”), and together with Carbis Bay and BC, the “Investors”). The Company, Carbis Bay, BC and Tasly are hereinafter referred to individually as a “Party” or collectively as the “Parties”.
I-Bankers Securities, Inc. 535 5th Avenue, 4th fl. New York, NY 10017 USANorthView Acquisition Corp • July 21st, 2023 • Surgical & medical instruments & apparatus
Reference is made to (i) that certain Engagement Letter, dated as of October 4, 2021, by and between I-Bankers Securities, Inc. (“I-Bankers”), Dawson James Securities, Inc. (“Dawson James”) and NorthView Acquisition Corp. (“NorthView”) (the “Engagement Letter”) and (ii) that certain letter agreement, dated as of December 20, 2021, by and between I-Bankers, Dawson James, and NorthView (the “Business Combination Marketing Agreement”). This letter agreement serves to memorialize certain amendments to the Engagement Letter and the Business Combination Marketing Agreement (this “Omnibus Amendment”). In consideration of the mutual promises and agreements made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
PROPOSED AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 26th, 2024 • NorthView Acquisition Corp • Surgical & medical instruments & apparatus
This Amendment No. 1 (this “Amendment”), dated as of [ ], 2023, to the Investment Management Trust Agreement (the “Trust Agreement”) is made by and between NorthView Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
AMENDMENT NO. 3 TO MERGER AGREEMENT AND PLAN OF REORGANIZATION March 4, 2024Merger Agreement • March 14th, 2024 • NorthView Acquisition Corp • Surgical & medical instruments & apparatus
THIS AMENDMENT No. 3 to the Merger Agreement and Plan of Reorganization, dated as of November 7, 2022 (as amended by Amendment No. 1 to the Merger Agreement and Plan of Reorganization, dated September 12, 2023, and by Amendment No. 2 to the Merger Agreement and Plan of Reorganization, dated January 12, 2024, and as may be further amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among NorthView Acquisition Corp., a Delaware corporation (“Parent”), NV Profusa Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), and Profusa, Inc., a California corporation (the “Company”), is effective as of the date first written above (this “Amendment”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
FORM OF COMPANY SUPPORT AGREEMENTCompany Support Agreement • January 25th, 2023 • NorthView Acquisition Corp • Blank checks
This COMPANY SUPPORT AGREEMENT (this “Agreement”), dated as of [●], 2022, is made by and among, NorthView Acquisition Corporation, a Delaware corporation (“Parent”), [●], a [●] (the “Stockholder”), and Profusa, Inc., a California corporation (the “Company”). Each of Parent, the Stockholder and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (defined below).
PROFUSA, INC. SENIOR CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENTNote Purchase Agreement • January 16th, 2024 • NorthView Acquisition Corp • Surgical & medical instruments & apparatus • Delaware
This Senior Convertible Promissory Note Purchase Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of [●], 2023 (the “Effective Date”) by and among (i) PROFUSA, Inc., a California corporation (the “Company”), (ii) the persons and entities named on the Schedule of Purchasers attached hereto (individually, a “Purchaser,” and collectively, the “Purchasers”), and (iii) solely for purposes of Section 6, [●] and [●] (collectively, the “SPAC Sponsors,” and together with the Company and the Purchasers, the “Parties”).
AMENDMENT NO. 2 TO MERGER AGREEMENT AND PLAN OF REORGANIZATION January 12, 2024Merger Agreement • January 22nd, 2024 • NorthView Acquisition Corp • Surgical & medical instruments & apparatus
THIS AMENDMENT No. 2 to the Merger Agreement and Plan of Reorganization (as amended by Amendment No. 1 to the Merger Agreement and Plan of Reorganization, dated September 12, 2023, and as may be further amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), dated as of November 7, 2022, by and among NorthView Acquisition Corp., a Delaware corporation (“Parent”), NV Profusa Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), and Profusa, Inc., a California corporation (the “Company”), is effective as of the date first written above (this “Amendment”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
