6,200,000 Units Mana Capital Acquisition Corp UNDERWRITING AGREEMENTUnderwriting Agreement • November 26th, 2021 • Mana Capital Acquisition Corp. • Blank checks • New York
Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 5th floor New York, New York 10019 As Representative of the Underwriters named on Schedule A hereto
MANA CAPITAL ACQUISITION CORP. WARRANT AGREEMENTWarrant Agreement • October 4th, 2022 • Mana Capital Acquisition Corp. • In vitro & in vivo diagnostic substances • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 22, 2021, is by and between Mana Capital 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, as warrant agent (the “Warrant Agent” or also referred to herein as the “Transfer Agent”).
Mana Capital Acquisition Corp.Mana Capital Acquisition Corp. • November 10th, 2021 • Blank checks • New York
Mana Capital Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept the offer Mana Capital LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for and purchase 1,437,500 shares of Common Stock (the “Shares”), $0.00001 par value per share (the “Common Shares”), up to 187,500 shares of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 26th, 2021 • Mana Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 22nd day of November, 2021, by and among Mana Capital Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
November 22, 2021Letter Agreement • October 4th, 2022 • Mana Capital Acquisition Corp. • In vitro & in vivo diagnostic substances
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Mana Capital Acquisition Corp., a Delaware corporation (the “Company”), and Ladenburg Thalmann & Co., Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 7,130,000 of the Company’s units (including up to 930,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of (i) one share of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), (ii) one half of one redeemable warrant, (iii) one right to receive one-seventh of one share of Common Stock upon the consummation of an initial Business Combination (the “Rights”). Each whole warrant (each, a “Warrant”) entit
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 26th, 2021 • Mana Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 22, 2021, by and between Mana Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 13th, 2023 • Cardio Diagnostics Holdings, Inc. • In vitro & in vivo diagnostic substances
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 8, 2023 by and among CARDIO DIAGNOSTICS HOLDINGS, INC., a Delaware corporation (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Investor”).
AT THE MARKET OFFERING AGREEMENT January 26, 2024The Market Offering Agreement • January 26th, 2024 • Cardio Diagnostics Holdings, Inc. • In vitro & in vivo diagnostic substances • New York
Cardio Diagnostics Holdings, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Craig-Hallum Capital Group LLC (the “Manager”) as follows:
BOARD OF DIRECTORS AGREEMENTBoard of Directors Agreement • June 22nd, 2023 • Cardio Diagnostics Holdings, Inc. • In vitro & in vivo diagnostic substances
This Board of Directors Agreement (“Agreement”) is made effective as_________, by and between Cardio Diagnostics Holdings, Inc., with its principal place of business at 400 N Aberdeen St, Suite 900, Chicago, IL 60642 (the “Company”) and ___________, with an address at _______________ (“Director”), provides for director services, according to the following terms and conditions:
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 12th, 2022 • Cardio Diagnostics Holdings, Inc. • In vitro & in vivo diagnostic substances
INDEMNIFICATION AGREEMENT (this “Agreement”) effective as of __________, 202_ by and between CARDIO DIAGNOSTICS HOLDINGS, INC., a Delaware corporation (the “Company”) and ___________________ (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 23rd, 2022 • Mana Capital Acquisition Corp. • In vitro & in vivo diagnostic substances • Illinois
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 19, 2022, by and between Cardio Diagnostics, Inc., a Delaware corporation (the “Company”), and Khullani Abdullahi (the “Employee” and together with the Company referred to as the “Parties”) to become effective as of the date hereof (the “Effective Date”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • August 23rd, 2022 • Mana Capital Acquisition Corp. • In vitro & in vivo diagnostic substances • Illinois
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 27, 2022, by and between Cardio Diagnostics, Inc., a Delaware corporation (the “Company”), and Robert Philibert, (the “Executive” and together with the Company referred to as the “Parties”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
RIGHTS AGREEMENTRights Agreement • October 4th, 2022 • Mana Capital Acquisition Corp. • In vitro & in vivo diagnostic substances • New York
This Rights Agreement (this “Agreement”) is made as of November 22, 2021 between Mana Capital 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”).
RIGHTS AGREEMENTRights Agreement • November 10th, 2021 • Mana Capital Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of ______, 2021 between Mana Capital 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”).
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTPrivate Placement Warrant Purchase Agreement • November 26th, 2021 • Mana Capital Acquisition Corp. • Blank checks • New York
This WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of this 19th day of November, 2021, by and between Mana Capital Acquisition Corp., a Delaware company (the “Company”), having its principal place of business at 8 The Green, Suite #12490, Dover, Delaware 19901 and Mana Capital LLC, a Delaware limited liability (the “Purchaser”).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • May 31st, 2022 • Mana Capital Acquisition Corp. • Blank checks • Delaware
This Non-Competition and Non-Solicitation Agreement (this “Agreement”) is entered into as of [●], 2022 by and between Mana Capital Acquisition Corp., a Delaware corporation (“Purchaser”), and [●] (the “Executive”, and together with Purchaser, the “Parties”, and each a “Party”) and will be effective as of the Effective Time (as defined in the Merger Agreement (as defined below)). References to the “Company” in this Agreement shall refer to Purchaser after giving effect to the consummation of the Business Combination (as defined below) and each of Purchaser’s direct and indirect Subsidiaries (including Cardio Diagnostics, Inc.) and any of their respective successors-in-interest.
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 26th, 2021 • Mana Capital Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of November 22, 2021 (“Agreement”), by and among MANA CAPITAL ACQUISITION CORP., a Delaware corporation (the “Company”), MANA CAPITAL LLC, a Delaware limited liability company and a stockholder of the Company (“Sponsor”), JONATHAN INTRATER (“Intrater”), ALLAN LIU (“Liu”), LOREN MORTMAN (“Mortman”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 4th floor New York, New York 10019 November 22, 2021Mana Capital Acquisition Corp. • October 4th, 2022 • In vitro & in vivo diagnostic substances • New York
This is to confirm our agreement (this “Agreement”) whereby Mana Capital Acquisition Corp, a Delaware corporation (“Company”), has requested Ladenburg Thalmann & Co. Inc. (“Ladenburg”) and I-Bankers Securities, Inc. (“I-Bankers”, and together with Ladenburg the “Advisors”) to assist it in connection with the Company effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or 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. 333-260360) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
Exclusive License AgreementExclusive License Agreement • August 23rd, 2022 • Mana Capital Acquisition Corp. • In vitro & in vivo diagnostic substances • Iowa
This license agreement ("Agreement") effective as of this 2nd day of May, 2017 ("Effective Date") is by and between the University of Iowa Research Foundation, a nonprofit corporation organized and existing under the laws of the State of Iowa and having an address at 112 N. Capitol Street, 6, Gilmore Hall, Iowa City, Iowa 52242 ("UIRF"), and Cardio Diagnostics, LLC, an Iowa limited liability corporation with principal offices at 2500 Crosspark Road, Suite W245, Coralville, IA 52240 ("Licensee").
LOCK-UP AGREEMENTLock-Up Agreement • May 31st, 2022 • Mana Capital Acquisition Corp. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [·], 2022, by and between the stockholder of Cardio Diagnostics, Inc. set forth on the signature page to this Agreement (the “Holder”) and Mana Capital Acquisition Corp., a Delaware corporation (the “Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
SECOND AmendED and restateD subscription AgreementSubscription Agreement • November 10th, 2021 • Mana Capital Acquisition Corp. • Blank checks • New York
This second amended and restated subscription agreement (this “Agreement”) is dated as of November 9, 2021 (the “Effective Date”) and entered into by and between Mana Capital Acquisition Corp. (the “Company”) and Mana Capital LLC (the “Subscriber”) (each, a “Party” and collectively, the “Parties”), hereby amends and restates (i) that certain Securities Subscription Agreement entered into between the Parties as of June 22, 2021 (the “Original Agreement”) and (ii) that certain Amendment and Restatement of Subscription Agreement between the Parties as of September 22, 2021 (the “First Amendment”, and together with the Original Agreement, the “Prior Agreements”), pursuant to the following terms and conditions.
NON-EXECUTIVE CHAIRMAN AND CONSULTING AGREEMENTNon-Executive Chairman and Consulting Agreement • August 23rd, 2022 • Mana Capital Acquisition Corp. • In vitro & in vivo diagnostic substances • Illinois
This NON-EXECUTIVE CHAIRMAN AND CONSULTING AGREEMENT (this “Agreement”), dated as of May 27, 2022 is made and entered into by and between Cardio Diagnostics Inc. (the “Company”) and Warren Hosseinion (the “Consultant”). Where appropriate Company and Consultant will each be referred to as a “Party,” or collectively as the “Parties.
Service AgreementService Agreement • July 27th, 2022 • Mana Capital Acquisition Corp. • In vitro & in vivo diagnostic substances • New York
Mana Capital LLC, a Delaware limited liability company ("Sponsor") hereby offers to Jonathan Intrater ("Executive") the following terms for his service in terms of working as a director and officer of Mana Acquisition. Corp. ("Company", hereinafter, Sponsor, Executive and Company arc referred to as a "Party" in singular or "Parties" in plural), a Delaware corporation in its initial public offering as special purpose acquisition corporation ("Spac") to be listed on Nasdaq or NYSE and the Executive hereby accepts the offered terms as provided in this agreement ("Agreement"), dated May 11, 2021.
September 13, 2023 Cardio Diagnostic Holdings, Inc.Cardio Diagnostics Holdings, Inc. • September 14th, 2023 • In vitro & in vivo diagnostic substances
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 13th, 2023 • Cardio Diagnostics Holdings, Inc. • In vitro & in vivo diagnostic substances
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 8, 2023, is between CARDIO DIAGNOSTICS HOLDINGS, INC., a company incorporated under the laws of the State of Delaware, with principal executive offices located at 400 North Aberdeen Street, Suite 900, Chicago, IL 60642 (the “Company”), and each of the investors listed on the Schedule of Buyers attached as Schedule I hereto (individually, a “Buyer” and collectively the “Buyers”).
Logo] BENCHMARKCardio Diagnostics Holdings, Inc. • March 31st, 2023 • In vitro & in vivo diagnostic substances • New York
MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG CARDIO DIAGNOSTICS, INC., MEESHANTHINI (MEESHA) DOGAN, AS REPRESENTATIVE OF THE SHAREHOLDERS OF THE COMPANY, MANA CAPITAL ACQUISITION CORP. AND MANA MERGER SUB INC. DATED AS OF MAY 27, 2022Merger Agreement and Plan of Reorganization • May 31st, 2022 • Mana Capital Acquisition Corp. • In vitro & in vivo diagnostic substances • Delaware
This MERGER AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of May 27, 2022 (the “Execution Date”) by and among Cardio Diagnostics, Inc., a Delaware corporation (the “Company” or “Cardio”), Meeshanthini (Meesha) Dogan, as representative of the shareholders of the Company (the “Shareholders’ Representative”), Mana Capital Acquisition Corp., a Delaware corporation (“Parent” or “Mana”), and Mana Merger Sub Inc., a Delaware corporation (“Merger Sub”).
WAIVER AGREEMENTWaiver Agreement • October 31st, 2022 • Cardio Diagnostics Holdings, Inc. • In vitro & in vivo diagnostic substances
This WAIVER AGREEMENT (the “Waiver Agreement”), dated as of October 25, 2022, is entered into by and by and among Cardio Diagnostics, Inc., a Delaware corporation (the “Company” or “Cardio”), Meeshanthini (Meesha) Dogan, as representative of the shareholders of the Company (the “Shareholders’ Representative”), Mana Capital Acquisition Corp., a Delaware corporation (“Parent”) and Mana Merger Sub Inc., a Delaware corporation (“Merger Sub”). Capitalized terms used but not defined herein shall have such meanings ascribed to them in the Merger Agreement (as defined below).
INDEMNIFICATION ESCROW AGREEMENTIndemnification Escrow Agreement • August 23rd, 2022 • Mana Capital Acquisition Corp. • In vitro & in vivo diagnostic substances • New York
This INDEMNIFICATION ESCROW AGREEMENT (the “Agreement”), dated as of [·], 2022 by and among Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”), Mana Capital Acquisition Corp. (the “Parent”) as Indemnified Party and as representative of all Indemnified Parties, and Meeshanthini (Meesha) Dogan (the “Stockholders’ Representative”) as the representative of the Stockholders of Cardio Diagnostics, Inc. (the “Company”).
AMENDMENT NO. 1 ENGAGEMENT LETTERCardio Diagnostics Holdings, Inc. • March 31st, 2023 • In vitro & in vivo diagnostic substances
Amendment 1 dated November 14, 2022 (this “Amendment”) to the Engagement Letter dated as of May 13, 2022 between The Benchmark Company, LLC (“Benchmark”) and Cardio Diagnostics, Inc. [sic] (“Company”).
CARDIO DIAGNOSTICS HOLDINGS, INC. COMMERCIAL LEASE-BUSINESS PROPERTYLease Agreement • August 14th, 2023 • Cardio Diagnostics Holdings, Inc. • In vitro & in vivo diagnostic substances
This Lease Agreement, executed in duplicate, made, and entered into this JULY 20TH, 2023 by and between 246 GROUP, LC., hereinafter referred to as LANDLORD, whose address for the purpose of this Lease is 52 STURGIS CORNER DRIVE, IOWA CITY, IA 52246, CARDIO DIAGNOSTICS HOLDINGS, INC., whose address is 311 W. Superior St., Suite 444, Chicago, IL 60654, hereinafter referred to as TENANT.
June 2, 2023 Cardio Diagnostic Holdings, Inc.Cardio Diagnostics Holdings, Inc. • June 5th, 2023 • In vitro & in vivo diagnostic substances
FORM OF WARRANTForm of Warrant • February 2nd, 2024 • Cardio Diagnostics Holdings, Inc. • In vitro & in vivo diagnostic substances
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (II) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (III) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.
FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 15th, 2022 • Mana Capital Acquisition Corp. • In vitro & in vivo diagnostic substances • Iowa
This FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (the “First Amendment”) is made and entered into as of September 2, 2022, by and between the University of Iowa Research Foundation, a nonprofit corporation organized and existing under the laws of the State of Iowa and having an address at 200 South Capitol Street, 2660 University Capitol Centre, Iowa City, Iowa 52242 (“UIRF”), and Cardio Diagnostics, Inc., a Delaware corporation, with principal offices at 400 N. Aberdeen St., Suite 900, Chicago IL 60642 (“Licensee”). Capitalized terms used but not defined in this First Amendment shall have the meanings given to such terms in that certain Exclusive License Agreement effective as of May 2, 2017 (the “License Agreement”), by and between UIRF and Licensee.
OFFICE BUILDING LEASE TENANT: Cardio Diagnostics, Inc.Lease Agreement • August 14th, 2023 • Cardio Diagnostics Holdings, Inc. • In vitro & in vivo diagnostic substances • Illinois
This LEASE AGREEMENT (“Lease”) is made and entered into as of this15th day of June, 2023 (“Effective Date”) by and between 311 W. SUPERIOR, L.L.C., an Illinois limited liability company (“Landlord”), and CARDIO DIAGNOSTICS HOLDINGS, INC., a Delaware Corporation (“Tenant”).
