REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2021 • OmniLit Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 8, 2021, is made and entered into by and among OmniLit Acquisition Corp., a Delaware corporation (the “Company”), OmniLit Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Imperial Capital, LLC, a Delaware limited liability company (“Imperial Capital”), and I-Bankers Securities, Inc., a Texas corporation (“I-Bankers” and together with Sponsor and Imperial Capital 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 AGREEMENTWarrant Agreement • November 12th, 2021 • OmniLit Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 8, 2021, is by and between OmniLit Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
OmniLit Acquisition Corp. 12,500,000 Units Underwriting AgreementUnderwriting Agreement • November 12th, 2021 • OmniLit Acquisition Corp. • Blank checks • New York
OmniLit Acquisition Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom Imperial Capital, LLC is acting as representative (the “Representative”) an aggregate of 12,500,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 1,875,000 additional units, if any (the “Optional Units,” the Optional Units that the Underwriters may purchase pursuant to Section 2 hereof, together with the Firm Units, being collectively called the “Units”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 12th, 2021 • OmniLit Acquisition Corp. • Blank checks • New York
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2023 • OmniLit Acquisition Corp. • Optical instruments & lenses • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 31, 2023, is made and entered into by and among Syntec Optics Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as OmniLit Acquisition Corp.), OmniLit Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and OmniLit Holders(the “OmniLit Holders”), and certain former stockholders of Syntec Optics, Inc., a Delaware corporation (“Target”), set forth on Schedule I hereto (such stockholders, the “Target Holders” and, collectively with the Sponsor and the OmniLit Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).
OmniLit Acquisition Corp. Indemnity AgreementIndemnity Agreement • November 12th, 2021 • OmniLit Acquisition Corp. • Blank checks • Delaware
This Indemnity Agreement (the “Agreement”) is made and entered into as of November 8, 2021, between OmniLit Acquisition Corp., a Delaware corporation (the “Company”), and Al Kapoor (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 12th, 2021 • OmniLit Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 8, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among OmniLit Acquisition Corp., a Delaware corporation (the “Company”), OmniLit Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Imperial Capital, LLC, a Delaware limited liability company (“Imperial Capital”) and I-Bankers Securities, Inc., a Texas corporation (“I-Bankers” and together with Sponsor and Imperial Capital, each a “Purchaser” and collectively, the “Purchasers”).
FORM OF NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • December 12th, 2022 • OmniLit Acquisition Corp. • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of , 2022 by and among OmniLit Acquisition Corp. (“OLIT”), OmniLit Sponsor, LLC (the “Sponsor”) and the undersigned investor (“Investor”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 5th, 2023 • OmniLit Acquisition Corp. • Optical instruments & lenses • Delaware
This Agreement and Plan of Merger, dated as of May 9, 2023 (this “Agreement”), is made and entered into by and among OmniLit Acquisition Corp., a Delaware corporation (“OmniLit”), Optics Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of OmniLit (“Merger Sub”), and Syntec Optics, Inc., a Delaware corporation (the “Company”).
SPONSOR SUPPORT AND FOUNDER SHARES RESTRUCTURING AGREEMENTSponsor Support and Founder Shares Restructuring Agreement • October 5th, 2023 • OmniLit Acquisition Corp. • Optical instruments & lenses
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of May 9, 2023, by and among OmniLit Sponsor LLC, a Delaware limited liability company (the “OmniLit Sponsor”), the Persons set forth on Schedule I hereto (together with the OmniLit Sponsor, each, a “Sponsor” and, together, the “Sponsors”), OmniLit Acquisition Corp., a Delaware corporation (“OmniLit”), and Syntec Optics, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
OMNILIT ACQUISITION CORPORATION 2023 INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (Earnout Shares)Restricted Stock Unit Award Agreement • October 5th, 2023 • OmniLit Acquisition Corp. • Optical instruments & lenses
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made and entered into as of October 31, 2023, by and between OmniLit Acquisition Corporation, a Delaware corporation (the “Company”), and the employee of the Company or one of its affiliates whose signature is set forth on the signature page hereof (the “Participant”).
FORM OF PROFITS INTEREST AGREEMENTProfits Interest Agreement • April 24th, 2023 • OmniLit Acquisition Corp. • Blank checks
This Profits Interest Agreement for assignment of economic interest (this “Agreement”) is entered as of , 202_ by and among OmniLit Acquisition Corp. (“OLIT” or, the “Company”), OmniLit Sponsor, LLC (the “Sponsor”) and the undersigned Director of the OLIT Board (“Director”).
LETTER AGREEMENT FROM EACH OF THE REGISTRANT’S SPONSOR, OFFICERS AND DIRECTORSLetter Agreement • November 12th, 2021 • OmniLit Acquisition Corp. • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between OmniLit Acquisition Corp., a Delaware corporation (the “Company”), and Imperial Capital, LLC as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of 12,500,000 of the Company’s units (including up to 1,875,000 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 a warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”) upon completion of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (ea
WARRANT AGREEMENTWarrant Agreement • November 14th, 2023 • Syntec Optics Holdings, Inc. • Optical instruments & lenses • New York
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 30th, 2023 • OmniLit Acquisition Corp. • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of December 21, 2022, to the Investment Management Trust Agreement (the “Trust Agreement”) is made by and between OmniLit 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.
FORM OF LETTER AGREEMENT FROM EACH OF THE REGISTRANT’S SPONSOR, OFFICERS AND DIRECTORSForm of Letter Agreement • October 6th, 2021 • OmniLit Acquisition Corp. • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between OmniLit Acquisition Corp., a Delaware corporation (the “Company”), and Imperial Capital, LLC as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of ________________ of the Company’s units (including up to ________ 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 a warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”) upon completion of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entitie
SECURITIES SUBSCRIPTION AGREEMENT, DATED MAY 20, 2021, BETWEEN THE REGISTRANT AND OMNILIT SPONSOR LLC OMNILIT ACQUISITION CORP. Miami Beach, FL 33139Securities Subscription Agreement • October 6th, 2021 • OmniLit Acquisition Corp. • Blank checks • New York
OmniLit Acquisition Corporation, a Delaware corporation (the “Company”), is pleased to accept the offer OmniLit Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 4,312,500 shares of Class B common stock (the “Shares”), $0.0001 par value per share, of the Company (the “Class B Shares”), up to 562,500 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Shares and the Company’s shares of Class A common stock, $0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires, as used her
FORFEITURE AGREEMENTForfeiture Agreement • October 6th, 2021 • OmniLit Acquisition Corp. • Blank checks • New York
This Forfeiture Agreement (hereinafter “Agreement”), dated as of September 27, 2021 (“Effective Date”), is made between OmniLit Sponsor, LLC a Delaware limited liability company (the “Subscriber”), and OmniLit Acquisition Corp., a Delaware corporation (the “Company”).
