INDEMNITY AGREEMENTIndemnity Agreement • October 6th, 2021 • Monterey Bio Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ______________, 2021, by and between Monterey Bio Acquisition Corporation, a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
10,000,000 Units Monterey Bio Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • October 6th, 2021 • Monterey Bio Acquisition Corp • Blank checks • New York
The undersigned, Monterey Bio Acquisition Corporation, a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • October 6th, 2021 • Monterey Bio Acquisition Corp • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of September 30, 2021, by and between Monterey Bio Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • October 6th, 2021 • Monterey Bio Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”) is entered into as of September 30, 2021, by and among Monterey Bio Acquisition Corporation, a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
September 30, 2021Underwriting Agreement • October 6th, 2021 • Monterey Bio Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with (A) the Securities Assignment Agreement entered into by and between Chardan Monterey Investments LLC (the “Chardan Co-Sponsor”), a Delaware limited liability company and NorthStar Bio Ventures LLC, a Delaware limited liability company (the “NorthStar Co-Sponsor” and together with the Chardan Co-Sponsor, the “Co-Sponsors”) and (B) the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Monterey Bio Acquisition Corporation, a Delaware corporation (the “Company”) and Chardan Capital Markets LLC, as representative (the “Representative”) of the Underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of Common Stock of the Company, par value $0.0001 per share (the “Common Stock”) and one warrant, with each warrant being exercisable to purchase one share of Common Stock at
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 6th, 2021 • Monterey Bio Acquisition Corp • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of September 30, 2021 (“Agreement”), by and among MONTEREY BIO ACQUISITION CORPORATION, a Delaware corporation (“Company”), the initial stockholders listed on the signature pages hereto (collectively, the “Initial Stockholders”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (“Escrow Agent”).
September 30, 2021Underwriting Agreement • October 6th, 2021 • Monterey Bio Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Monterey Bio Acquisition Corporation, a Delaware corporation (the “Company”) and Chardan Capital Markets, LLC, as representative (the “Representative”) of the Underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of Common Stock of the Company, par value $0.0001 per share (the “Common Stock”) and one warrant, with each warrant being exercisable to purchase one share of Common Stock at a price of $11.50 per full share (“Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 6th, 2021 • Monterey Bio Acquisition Corp • Blank checks • New York
This Agreement is made as of September 30, 2021 by and between Monterey Bio Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
MONTEREY BIO ACQUISITION CORPORATIONMonterey Bio Acquisition Corp • September 7th, 2021 • Blank checks • New York
This letter agreement by and between Monterey Bio Acquisition Corporation (the “Company”) and [●] (“Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the Company’s initial public offering 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”):
March 9, 2023Letter Agreement • March 10th, 2023 • Monterey Bio Acquisition Corp • Blank checks
This letter agreement (this “Letter Agreement”), is being delivered to you in accordance with (A) the Share Transfer Agreement, dated March 9, 2023, by and between Chardan Monterey Investments LLC (the “Chardan Co-Sponsor”), a Delaware limited liability company, and NorthStar Bio Ventures LLC (the “NorthStar Co-Sponsor”), a Delaware limited liability company, and (B) the Side Letter Agreement, dated March 9, 2023, by and among the Chardan Co-Sponsor and the NorthStar Co-Sponsor. Certain capitalized terms used herein are defined in Section 12 hereof.
ASSIGNMENT AND ASSUMPTION OF ADMINISTRATIVE SERVICES AGREEMENT March 9, 2023Assignment and Assumption • March 10th, 2023 • Monterey Bio Acquisition Corp • Blank checks
This Assignment and Assumption of Administrative Services Agreement (this “Assignment”), between Provider (in such capacity, “Assignor”), Chardan Monterey Investments LLC (“Assignee”) and, solely for purposes of providing the consent to this Assignment required by the Agreement, the Company.
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 10th, 2023 • Monterey Innovation Acquisition Corp • Blank checks • New York
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of July 3, 2023, by and between Monterey Innovation 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 that certain Investment Management Trust Agreement, dated September 30, 2021, by and between the parties hereto (the “Trust Agreement”).
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 30th, 2022 • Monterey Bio Acquisition Corp • Blank checks • New York
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of September 29, 2022, by and between Monterey Bio Acquisition Corporation, 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 that certain Investment Management Trust Agreement, dated September 30, 2021, by and between the parties hereto (the “Trust Agreement”).
SHARE TRANSFER AGREEMENTShare Transfer Agreement • March 10th, 2023 • Monterey Bio Acquisition Corp • Blank checks • Delaware
Whereas, Transferor currently holds [●] shares of common stock, par value $0.0001 per share (the “Founder Shares”), of Monterey Bio Acquisition Corporation (the “Company”), and
March 9, 2023Letter Agreement • March 10th, 2023 • Monterey Bio Acquisition Corp • Blank checks
This letter agreement (this “Letter Agreement”), which amends and restates the Original Letter Agreement in its entirety, is being delivered to you in accordance with (A) the Share Transfer Agreement, dated March 9, 2023, by and between the Chardan Co-Sponsor and the NorthStar Co-Sponsor and (B) the Side Letter Agreement, dated March 9, 2023, by and among the Chardan Co-Sponsor and the NorthStar Co-Sponsor. Certain capitalized terms used herein are defined in Section 15 hereof.
MONTEREY BIO ACQUISITION CORPORATIONMonterey Bio Acquisition Corp • October 6th, 2021 • Blank checks • New York
This letter agreement by and between Monterey Bio Acquisition Corporation (the “Company”) and NorthStar Bio Ventures, LLC (“Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the Company’s initial public offering 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”):
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 7th, 2021 • Monterey Bio Acquisition Corp • Blank checks • New York
This Agreement is made as of [●], 2021 by and between Monterey Bio Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
