PHP VENTURES ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • August 20th, 2021 • PHP Ventures Acquisition Corp. • Blank checks • New York
PHP Ventures 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 PHP VENTURES ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • August 20th, 2021 • PHP Ventures Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”), is made as of August 16, 2021, between PHP Ventures Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 4th, 2021 • PHP Ventures Acquisition Corp. • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between PHP Ventures Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”).
PHP Ventures Acquisition Corp.PHP Ventures Acquisition Corp. • June 4th, 2021 • New York
This agreement (the “Agreement”) is entered into on May 3, 2021 by and between Global Link Investment LLC, a Delaware limited liability company (the “Subscriber” or “you”), and PHP Ventures 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 1,437,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 187,500 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 • August 20th, 2021 • PHP Ventures Acquisition Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ______________, 2021, between PHP Ventures Acquisition Corp., a Delaware corporation (the “Company”), and _____________________________ (“Indemnitee”).
PHP Ventures Acquisition Corp. Suite 500 Miami, Florida 33130 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • June 4th, 2021 • PHP Ventures Acquisition Corp.
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 PHP Ventures 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 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 Class A common stock, par value $0.0001 per share (the “Common Stock”), one-half of one redeemable warrant and one right. Each redeemable 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. Each right (each, a “Right”)
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 20th, 2021 • PHP Ventures Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 16, 2021, is made and entered into by and among PHP Ventures Acquisition Corp., a Delaware corporation (the “Company”), Global Link Investment 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 20th, 2021 • PHP Ventures Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 16, 2021 by and between PHP Ventures Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”).
PHP Ventures Acquisition Corp. Suite 500 Miami, Florida 33130 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 14th, 2021 • PHP Ventures 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 PHP Ventures Acquisition Corp., a Delaware corporation (the “Company”) and EF Hutton, division of Benchmark Investments, LLC, 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 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 Class A common stock, par value $0.0001 per share (the “Common Stock”), one-half of one redeemable warrant and one right. Each redeemable 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. Each right (each, a “Right”) entitles the hol
RIGHTS AGREEMENTRights Agreement • August 20th, 2021 • PHP Ventures Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of August 16, 2021 between PHP Ventures Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (the “Right Agent”).
PHP Ventures Acquisition Corp. Suite 500 Miami, Florida 33130 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • August 20th, 2021 • PHP Ventures 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 PHP Ventures Acquisition Corp., a Delaware corporation (the “Company”) and EF Hutton, division of Benchmark Investments, LLC, 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 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 Class A common stock, par value $0.0001 per share (the “Common Stock”), one-half of one redeemable warrant and one right. Each redeemable 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. Each right (each, a “Right”) entitles the hol
RIGHTS AGREEMENTRights Agreement • July 28th, 2021 • PHP Ventures Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of , 2021 between PHP Ventures Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (the “Right Agent”).
PHP Ventures Acquisition Corp.PHP Ventures Acquisition Corp. • August 20th, 2021 • Blank checks • New York
This letter agreement by and between PHP Ventures Acquisition Corp. (the “Company”) and ARC Group Limited (“ARC”), 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”):
SECOND AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 17th, 2023 • PHP Ventures Acquisition Corp. • Blank checks
THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of August 15, 2023, by and between PHP Ventures Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee” and together with the Company, the “Parties”). 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).
BUSINESS COMBINATION AGREEMENT by and amongRegistration Rights Agreement • December 8th, 2022 • PHP Ventures Acquisition Corp. • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of December 8, 2022 by and among (i) Modulex Modular Buildings Plc, a company registered in England and Wales with company number 07291662 (the “Company” or “Modulex”), (ii) Modulex Merger Sub, upon execution of a joinder agreement to become party to this Agreement (a “Joinder”), a to-be-formed Cayman Islands exempted company and wholly-owned subsidiary of the Company (“Merger Sub”), and (iii) PHP Ventures Acquisition Corp., a Delaware corporation (“PHP Ventures”). The Company, Merger Sub and PHP Ventures are each sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
