INDEMNITY AGREEMENTIndemnity Agreement • August 13th, 2021 • DTRT Health Acquisition Corp. • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between DTRT Health Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 8th, 2021 • DTRT Health Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 1, 2021, is made and entered into by and among DTRT Health Acquisition Corp., a Delaware corporation (the “Company”), and DTRT Health Sponsor LLC, a Delaware limited liability company (the “Sponsor”, and together with 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”).
UNDERWRITING AGREEMENT between DTRT HEALTH ACQUISITION CORP. and CANTOR FITZGERALD & CO. As Representative of the Underwriters Dated: September 1, 2021Underwriting Agreement • September 8th, 2021 • DTRT Health Acquisition Corp. • Blank checks • New York
The undersigned, DTRT Health Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • September 8th, 2021 • DTRT Health Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 1, 2021, is by and between DTRT Health Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 8th, 2021 • DTRT Health Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 1, 2021 by and between DTRT Health Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
DTRT Health Acquisition Corp. Oak Brook, IL 60523Letter Agreement • August 13th, 2021 • DTRT Health Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among DTRT Health Acquisition Corp., a Delaware corporation (the “Company”), Cantor Fitzgerald & Co. (“Cantor”), and Odeon Capital Group, LLC (“Odeon”), as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 23,000,000 of the Company’s units (including up to 3,000,000 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 “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to a
DTRT Health Acquisition Corp. Schererville, IN 46374DTRT Health Acquisition Corp. • August 13th, 2021 • Blank checks • New York
DTRT Health Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”), is pleased to accept the offer made by DTRT Health Sponsor LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 5,750,000 shares (the “Shares”) of Class B common stock of the Company, $0.0001 par value per share (“Common Stock”), up to 750,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one share of Common Stock and one, or a portion of one, warrant to purchase one share of Common Stock (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 8th, 2021 • DTRT Health Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 1, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between DTRT Health Acquisition Corp., a Delaware corporation (the “Company”), and DTRT Health Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
DTRT Health Acquisition Corp. Oak Brook, IL 60523Letter Agreement • September 8th, 2021 • DTRT Health Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among DTRT Health Acquisition Corp., a Delaware corporation (the “Company”), Cantor Fitzgerald & Co. (“Cantor”), and Odeon Capital Group, LLC (“Odeon”), as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 23,000,000 of the Company’s units (including up to 3,000,000 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 “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to a
AGREEMENT AND PLAN OF MERGER by and among DTRT HEALTH ACQUISITION CORP., GRIZZLY NEW PUBCO, INC., GRIZZLY MERGER SUB, INC., CONSUMER DIRECT HOLDINGS, INC. and THE PRE-CLOSING HOLDER REPRESENTATIVE Dated as of September 28, 2022Agreement and Plan of Merger • September 29th, 2022 • DTRT Health Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 28, 2022, by and among DTRT Health Acquisition Corp., a Delaware corporation (“SPAC”), Grizzly New Pubco, Inc., a Delaware corporation and direct, wholly-owned subsidiary of SPAC (“New Pubco”), Grizzly Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of New Pubco (“DTRT Merger Sub”), Consumer Direct Holdings, Inc., a Montana corporation (the “Company”), and the Pre-Closing Holder Representative. SPAC, New Pubco, DTRT Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.”
DTRT Health Acquisition Corp. Oak Brook, Illinois 60523Letter Agreement • September 8th, 2021 • DTRT Health Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among DTRT Health Acquisition Corp. (the “Company”) and DTRT Health Sponsor LLC (the “Sponsor”), 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 • September 29th, 2022 • DTRT Health Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_], is made and entered into by and among Grizzly New Pubco, Inc., a Delaware corporation (the “Company”), DTRT Health Acquisition Corp., a Delaware corporation (“SPAC”), DTRT Health Sponsor LLC, a Delaware limited liability company (the “Sponsor”), the members of the Sponsor identified on the signature pages hereto, and the shareholders of Consumer Direct Holdings, Inc., a Montana corporation (“CDH”), identified on the signature page hereto under “Holders” (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”).
STOCKHOLDER’S AGREEMENTStockholder’s Agreement • September 29th, 2022 • DTRT Health Acquisition Corp. • Blank checks • Delaware
THIS STOCKHOLDER’S AGREEMENT (this “Agreement”) is made as of September 28, 2022, by and between Grizzly New Pubco, Inc., a Delaware corporation (“New Pubco”), and [_] (“CDH Party”). Capitalized terms not expressly defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
SPONSOR AGREEMENTSponsor Agreement • September 29th, 2022 • DTRT Health Acquisition Corp. • Blank checks • Delaware
THIS SPONSOR AGREEMENT (this “Agreement”), dated as of September 28, 2022, is made by and among DTRT Health Sponsor LLC, a Delaware limited liability company (“Sponsor”), DTRT Health Acquisition Corp., a Delaware corporation (“SPAC”), Grizzly New Pubco, Inc., a Delaware corporation and direct, wholly-owned subsidiary of SPAC (“Pubco”), and Consumer Direct Holdings, Inc., a Montana corporation (the “Company”). Sponsor, SPAC and the Company shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
WARRANT AGREEMENTWarrant Agreement • August 13th, 2021 • DTRT Health Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between DTRT Health Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • September 29th, 2022 • DTRT Health Acquisition Corp. • Blank checks • Delaware
THIS EQUITY EXCHANGE AGREEMENT, dated as of September 12, 2022 (this “Agreement”), by and among Grizzly New Pubco, Inc., a Delaware corporation and direct, wholly-owned subsidiary of SPAC (“New Pubco”), and Consumer Direct Care Washington, LLC (the “Company”), a limited liability company organized under the laws of the State of Washington, Consumer Direct Holdings, Inc., a Montana corporation (“CDH”), and the Home Care Workers Purpose Trust, a Delaware Noncharitable Purpose Trust (“HCT” and together with CDH, each a “Party” and collectively, the “Parties”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 13th, 2021 • DTRT Health Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between DTRT Health Acquisition Corp., a Delaware corporation (the “Company”), and DTRT Health Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
LOCKUP AGREEMENTLockup Agreement • September 29th, 2022 • DTRT Health Acquisition Corp. • Blank checks • Delaware
This LOCKUP AGREEMENT (this “Agreement”) dated as of September 28, 2022, is entered into by and among DTRT Health Acquisition Corp., a Delaware corporation (“SPAC”), DTRT Health Sponsor LLC, a Delaware limited liability company (“Sponsor”), the shareholders of Consumer Direct Holdings, Inc., a Montana corporation (the “Company”) identified on the signature pages hereto (the “CDH Shareholders”) and the other Persons who enter into a joinder to this Agreement substantially in the form of Exhibit A hereto (a “Joinder”) in order to become a “Stockholder Party” for purposes of this Agreement (together with the CDH Shareholders, the “Stockholder Parties”). SPAC, Sponsor and the Stockholder Parties shall be referred to herein from time to time collectively as the “Parties.”
