INDEMNITY AGREEMENTIndemnity Agreement • April 20th, 2022 • Global Blockchain Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2022, by and between Global Blockchain Acquisition Corp., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
GLOBAL BLOCKCHAIN ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • May 13th, 2022 • Global Blockchain Acquisition Corp. • Blank checks • New York
Global Blockchain Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with I-Bankers Securities, Inc., as representative of the several underwriters set forth on Schedule A (the “Representative”) attached to this Agreement (this “Agreement”), and Dawson James Securities, Inc. (the “Co-Manager”, together with the other underwriters set forth on Schedule A attached to this Agreement, the “Underwriters” or, each individually, an “Underwriter”):
WARRANT AGREEMENTWarrant Agreement • May 13th, 2022 • Global Blockchain Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 9, 2022, is by and between Global Blockchain 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 13th, 2022 • Global Blockchain Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 9, 2022 by and between Global Blockchain Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 13th, 2022 • Global Blockchain Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 9, 2022, is made and entered into by and among Global Blockchain Acquisition Corp., a Delaware corporation (the “Company”), Global Blockchain Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed under Holder 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”).
I-Bankers Securities, Inc. 535 5th Avenue, 4th fl. New York, NY 10017 USAGlobal Blockchain Acquisition Corp. • April 20th, 2022 • Blank checks • New York
This is to confirm our agreement whereby Global Blockchain Acquisition Corp., a Delaware corporation (“Company”), has requested I-Bankers Securities, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other 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-[●]) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
RIGHTS AGREEMENTRights Agreement • May 13th, 2022 • Global Blockchain Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of May 9, 2022 between Global Blockchain Acquisition Corp., a Delaware corporation, with offices at 6555 Sanger Road, Suite 200, Orlando, Florida 32827 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).
AGREEMENT AND PLAN OF MERGER by and among GLOBAL BLOCKCHAIN ACQUISITION CORP., as the Purchaser, GB MERGER SUB INC., as Merger Sub, DR. MAX HOOPER, PH.D., in the capacity as the Purchaser Representative, JORDAN WARING, in the capacity as the Seller...Agreement and Plan of Merger • August 24th, 2023 • Global Blockchain Acquisition Corp. • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of August 17, 2023 by and among (i) Global Blockchain Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) GB Merger Sub Inc., a Georgia corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Dr. Max Hooper, Ph.D., an individual, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Security Holders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) Jordan Waring, an individual, in the capacity as the representative from and after the Effective Time for the Company Shareholders (as defined below) as of immediately prior to the Effective Time in accordance with the terms and conditions of this
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • April 20th, 2022 • Global Blockchain Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2022, is by and between Global Blockchain 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”).
Global Blockchain Acquisition Corp. Re: Initial Public Offering Gentlemen:Letter Agreement • April 20th, 2022 • Global Blockchain 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 among Global Blockchain Acquisition Corp., a Delaware corporation (the “Company”) and I-Bankers Securities, Inc. as the underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), one right, and one redeemable warrant. Each whole right (each a “Right”) entitles the holder thereof to receive one-tenth (1/10) of one share of Common Stock upon the consummation of an initial business combination. Each warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share,
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 20th, 2022 • Global Blockchain Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Global Blockchain Acquisition Corporation, a Delaware corporation (the “Company”), Global Blockchain Sponsor, LLC, a Delaware limited company (the “Sponsor”), and I-Bankers Securities, Inc. (the “Representative” and together with the Sponsor, the “Purchasers”).
Global Blockchain Acquisition Corp. Orlando, Florida 32827Global Blockchain Acquisition Corp. • April 20th, 2022 • Blank checks • New York
This agreement (the “Agreement”) is entered into on August 17, 2021 by and between Global Blockchain Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Global Blockchain 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 4,312,500 shares of the Company’s common stock, $0.0001 par value per share (the “Shares”), up to 562,500 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:
Global Blockchain Acquisition Corp.Global Blockchain Acquisition Corp. • May 13th, 2022 • Blank checks • Delaware
This letter agreement by and between Global Blockchain Acquisition Corp. (the “Company”) and Global Blockchain Management Co. LLC, 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 (i) the consummation by the Company of an initial business combination, (ii) the Company’s liquidation, or (iii) 15 months (or up to 21 months if we extend the period of time to consummate a business combination) after the Listing Date (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Global Blockchain Acquisition Corp. Re: Initial Public Offering Gentlemen:Letter Agreement • May 13th, 2022 • Global Blockchain 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 among Global Blockchain Acquisition Corp., a Delaware corporation (the “Company”), I-Bankers Securities, Inc. as the representative of the underwriters (the “Representative”) and Dawson James Securities, Inc. (the “Co-Manager” and, together with the Representative, the “Underwriters”) relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), one right, and one redeemable warrant. Each whole right (each a “Right”) entitles the holder thereof to receive one-tenth (1/10) of one share of Common Stock upon the consummation of an initial business combination
FORM OF AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 14th, 2023 • Global Blockchain Acquisition Corp. • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of [ ], 2023, to the Investment Management Trust Agreement (the “Trust Agreement”) is made by and between Global Blockchain 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.
Global Blockchain Acquisition Corp.Services Agreement • April 20th, 2022 • Global Blockchain Acquisition Corp. • Blank checks • Delaware
This letter agreement by and between Global Blockchain Acquisition Corp. (the “Company”) and [●] (“[●]”), 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 (i) the consummation by the Company of an initial business combination, (ii) the Company’s liquidation, or (iii) 15 months (or up to 21 months if we extend the period of time to consummate a business combination) after the Listing Date (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
I-Bankers Securities, Inc. 1208 Shady Lane N Keller, TX 76248 Dawson James Securities, Inc. Boca Raton, Florida 33432Global Blockchain Acquisition Corp. • May 13th, 2022 • Blank checks • New York
This is to confirm our agreement whereby Global Blockchain Acquisition Corp., a Delaware corporation (“Company”), has requested I-Bankers Securities, Inc. and Dawson James Securities, Inc. (together, the “Advisors” and each an “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other 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. 333-264396) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) in connection with its initial public offering (“IPO”).
