MAXPRO CAPITAL ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 14th, 2021 • Maxpro Capital Acquisition Corp. • Blank checks • New York
Maxpro Capital 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 MAXPRO CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • September 20th, 2021 • Maxpro Capital Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”), is made as of [●], 2021, between Maxpro Capital 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 • October 14th, 2021 • Maxpro Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 7, 2021 by and between Maxpro Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”).
MAXPRO CAPITAL ACQUISITION CORP.Jade Mountain Acquisition Corp. • August 3rd, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on June 30, 2021 by and between MP One Investment LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Maxpro Capital 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 2,875,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 375,000 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 3rd, 2021 • Jade Mountain Acquisition Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ______________, 2021, between Maxpro Capital Acquisition Corp., a Delaware corporation (the “Company”), and _____________________________ (“Indemnitee”).
Maxpro Capital Acquisition Corp. 5/F-4, No. 89 Songren Road, Xinyi District Taipei City 11073 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • September 20th, 2021 • Maxpro Capital 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 Maxpro Capital 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 10,350,000 of the Company’s units (including up to 1,350,000 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 redeemable warrant. 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. The Units shall be sold in the Public Offering pursuant to a r
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 20th, 2021 • Maxpro Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Maxpro Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 14th, 2021 • Maxpro Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 7, 2021, is made and entered into by and among Maxpro Capital Acquisition Corp., a Delaware corporation (the “Company”), MP One 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 20th, 2021 • Maxpro Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Maxpro Capital Acquisition Corp., a Delaware corporation (the “Company”), MP One 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”).
Maxpro Capital Acquisition Corp. 5/F-4, No. 89 Songren Road, Xinyi District Taipei City 11073 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 14th, 2021 • Maxpro Capital 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”) to be entered into by and between Maxpro Capital 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 10,350,000 of the Company’s units (including up to 1,350,000 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 redeemable warrant. 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. The Units shall be sold in the Public Offering pursuant to a r
Maxpro Capital Acquisition Corp.Letter Agreement • October 14th, 2021 • Maxpro Capital Acquisition Corp. • Blank checks • New York
This letter agreement by and between Maxpro Capital Acquisition Corp. (the “Company”) and Maxpro Capital Management LTD (“Maxpro”), 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 Global 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”):
WARRANT AGREEMENTWarrant Agreement • February 10th, 2023 • Maxpro Capital Acquisition Corp. • Blank checks
THIS WARRANT AGREEMENT, dated as of February 9, 2023 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between Apollomics Inc., a Cayman Islands exempted company (the “Company”), and the undersigned warrantholder (“Warrantholder”).
COMPANY SHAREHOLDER VOTING AGREEMENTCompany Shareholder Voting Agreement • September 14th, 2022 • Maxpro Capital Acquisition Corp. • Blank checks • Delaware
This Company Shareholder Voting Agreement (this “Agreement”), dated as of September 14, 2022, is entered into by and among Maxpro Capital Acquisition Corp., a Delaware corporation (“SPAC”), Apollomics Inc., a Cayman Islands exempted company (the “Company”), and certain of the shareholders of the Company, whose names appear on the signature pages of this Agreement (such shareholders, the “Shareholders”, and SPAC, the Company and the Shareholders, each a “Party”, and collectively, the “Parties”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 10th, 2023 • Maxpro Capital Acquisition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 9, 2023, by and between Apollomics Inc., a Cayman Islands exempted company (“Apollomics”), and the undersigned subscriber (“Subscriber”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the BCA (as defined below).
LOCK-UP AGREEMENTLock-Up Agreement • September 14th, 2022 • Maxpro Capital Acquisition Corp. • Blank checks • Delaware
This Lock-Up Agreement is dated as of September 14, 2022 and is between Apollomics Inc., a Cayman Islands exempted company (the “Company”), MP One Investment LLC, a Delaware limited liability company (“Sponsor”), each of the directors and executive officers of Sponsor identified on Exhibit A hereto and the other Persons who enter into a joinder to this Agreement substantially in the form of Exhibit B hereto with the Company in order to become a “Shareholder Party” for purposes of this Agreement (collectively, the “Shareholder Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Business Combination Agreement (as defined below).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • September 14th, 2022 • Maxpro Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among Apollomics Inc., a Cayman Islands exempted company (the “Company”), Maxpro Capital Acquisition Corp., a Delaware corporation (“Maxpro”), MP One Investment LLC (“Maxpro Sponsor”), a Delaware limited liability company, the executive officers and directors of Maxpro as of immediately prior to the consummation of the transactions contemplated by the Combination Agreement (as defined below) (such executive officers and directors, together with Maxpro Sponsor, the “Sponsor Parties”), certain shareholders of the Company set forth on Exhibit A hereto (the “Apollomics Holders”) (each such Sponsor Party or Apollomics Holder and any other Person (as defined below) who hereafter becomes a party to this Agreement, each a “Holder”, and, collectively, the “Holders”).
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assignment, Assumption and Amendment Agreement • March 30th, 2023 • Maxpro Capital Acquisition Corp. • Blank checks • New York
This WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made as of March 29, 2023, by and among Maxpro Capital Acquisition Corp., a Delaware corporation (the “Company”), Apollomics Inc., a Cayman Islands exempted company (“Apollomics”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Warrant Agent”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • September 14th, 2022 • Maxpro Capital Acquisition Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Support Agreement”) is dated as of September 14, 2022, by and among Maxpro Capital Acquisition Corp., a Delaware corporation (“SPAC”), Apollomics Inc., a Cayman Islands exempted company (the “Company”), MP One Investment LLC, a Delaware limited liability company (the “Sponsor”) and the directors and executive officers of SPAC whose names appear on the signature pages of this Support Agreement (such shareholders and affiliates, the “Insiders”, and together with the Sponsor, the “Sponsor Parties” and individually, a “Sponsor Party”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
FIRST AMENDMENT TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • February 10th, 2023 • Maxpro Capital Acquisition Corp. • Blank checks
This First Amendment (this “First Amendment”) to the Business Combination Agreement, dated as of September 14, 2022 (the “Business Combination Agreement”), by and among (i) Maxpro Capital Acquisition Corp., a Delaware corporation (together with its successors, the “SPAC”), (ii) Apollomics Inc., a Cayman Islands exempted company (the “Company”) and (iii) Project Max SPAC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, is made as of February 9, 2023. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement.
BUSINESS COMBINATION AGREEMENT by and among MAXPRO CAPITAL ACQUISITION CORP., as the SPAC, APOLLOMICS INC., as the Company, and PROJECT MAX SPAC MERGER SUB, INC., as Merger Sub Dated as of September 14, 2022Business Combination Agreement • September 14th, 2022 • Maxpro Capital Acquisition Corp. • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the Parties hereto agree as follows:
