Black Hawk Acquisition Corp Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2024 • Black Hawk Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 20, 2024, is made and entered into by and among Black Hawk Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Black Hawk Management LLC, a Delaware limited liability company (the “Sponsor”), EF Hutton LLC (the “Representative”, and the Sponsor, the Representative, together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
BLACK HAWK ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • March 26th, 2024 • Black Hawk Acquisition Corp • Blank checks • New York
Black Hawk Acquisition Corporation, a Cayman Islands exempted corporation (the “Company”), hereby confirms its agreement with EF Hutton LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
INDEMNITY AGREEMENTIndemnity Agreement • February 5th, 2024 • Black Hawk Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2024, by and between Black Hawk Acquisition Corporation, a Cayman Islands exempted corporation (the “Company”), and [ ] (“Indemnitee”).
March 20, 2024 Black Hawk Acquisition Corporation Danville, CA 94506 EF Hutton LLC 39th Floor New York, NY 10022Underwriting Agreement • March 26th, 2024 • Black Hawk 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 between Black Hawk Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and EF Hutton LLC, (the “Representative”) as representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, $0.0001 par value per share (the “Shares”), and one right. Each right entitles the holder thereof to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of an initial business combination, subject to adjustment. Certain capitalized terms used herein are defined in paragraph 10 hereof. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with t
RIGHTS AGREEMENTRights Agreement • February 5th, 2024 • Black Hawk Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of February 2, 2024 between Black Hawk Acquisition Corporation, a Cayman Islands exempted corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as rights agent (the “Rights Agent”).
BLACK HAWK ACQUISITION CORPORATIONSecurities Subscription Agreement • March 26th, 2024 • Black Hawk Acquisition Corp • Blank checks • New York
This agreement (the “Agreement”) is entered into on October 16, 2023 by and between Black Hawk Management LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Black Hawk Acquisition Corporation, a Cayman corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 17,250,000 shares of common stock, $0.0001 par value per share, up to 225,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units of common stock and other rights (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”) (herein referred to as the “Shares”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
Investment Management Trust AgreementInvestment Management Trust Agreement • March 26th, 2024 • Black Hawk Acquisition Corp • Blank checks
Reference is made to that certain Investment Management Trust Agreement between Black Hawk Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company, dated as of March 20, 2024 (“Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
COMPANY SHAREHOLDER SUPPORT AGREEMENTCompany Shareholder Support Agreement • April 29th, 2025 • Black Hawk Acquisition Corp • Blank checks
This COMPANY SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of April 26, 2025, is made by and among Black Hawk Acquisition Corporation, a Cayman Islands exempted company (which shall de-register in the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation on the day that is one Business Day prior to the Closing Date (as defined below)) (prior to the Domestication Effective Time, “Parent”, and at and after the Domestication Effective Time, “PubCo”), Vesicor Therapeutics, Inc., a California corporation (the “Company”) and the undersigned stockholder of the Company set forth on Schedule I (the “Stockholder”). Parent, Company and Stockholder shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defi
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • April 29th, 2025 • Black Hawk Acquisition Corp • Blank checks • Delaware
This FORM OF LOCK-UP AGREEMENT (this “Agreement”) is dated as of [●], 2025, by and among the shareholder(s) set forth on the signature page to this Agreement (individually, the “Holder” or “Warrant Holder,” collectively, the “Holders”) and Black Hawk Acquisition Corporation, a Cayman Islands exempted company (which shall de-register in the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation on the day that is one Business Day prior to the Closing Date (as defined below)) (prior to the Domestication Effective Time, “Parent”, and at and after the Domestication Effective Time, “PubCo”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Business Combination Agreement (as defined below). Parent, PubCo, the Holders may also be referred to individually as a “party” and collectively as the “parties”.
FIRST AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 14th, 2025 • Black Hawk Acquisition Corp • Biological products, (no disgnostic substances) • New York
This First Amendment (“First Amendment”) to the Investment Management Trust Agreement (as defined below) is made and entered into as of July 8, 2025, by and between Black Hawk Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Investment Management Trust Agreement.
BUSINESS COMBINATION AGREEMENT dated April 26, 2025 by and among Vesicor Therapeutics, Inc., Black Hawk Acquisition Corp., and BH Merger Sub, Inc.Business Combination Agreement • April 29th, 2025 • Black Hawk Acquisition Corp • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT, dated as of April 26, 2025 (this “Agreement”), is entered into by and among Vesicor Therapeutics, Inc., a California corporation (which shall reincorporate into the State of Delaware so as to migrate to and domesticate as a Delaware corporation on the day that is one (1) Business Day prior to the Closing Date (as defined below) (the “Company”), Black Hawk Acquisition Corporation, a Cayman Islands exempted company (which shall de-register in the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation on the day that is one Business Day prior to the Closing Date (as defined below)) (prior to the Domestication Effective Time, “Parent”, and at and after the Domestication Effective Time, “PubCo”), and BH Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”). Company, Parent, and Merger Sub may also be r
Administrative Services AgreementAdministrative Services Agreement • February 5th, 2024 • Black Hawk Acquisition Corp • Blank checks
This Administrative Service Agreement (the “Agreement”) dated December 4, 2023 is between Black Hawk Management LLC, herein referred to as “Service Provider” and Black Hawk Acquisition Corporation, herein referred to as “Customer”.
RIGHTS AGREEMENTRights Agreement • March 26th, 2024 • Black Hawk Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of February 2, 2024 between Black Hawk Acquisition Corporation, a Cayman Islands exempted corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as rights agent (the “Rights Agent”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 29th, 2025 • Black Hawk Acquisition Corp • Blank checks • Delaware
THIS FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among [●], a Delaware corporation (the “Company”) (formerly known as Black Hawk Acquisition Corporation, a Cayman Islands exempted company, prior to its domestication as a Delaware corporation) and each of the undersigned parties that are Pre-IPO Investors (as defined below), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (together with the Pre-IPO Investors, the “Existing Holders”), and the undersigned parties listed as New Holders on the signature pages hereto (each such party, together with any person or entity deemed a “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “New Holder” and collectively, the “New Holders”). Existing Holders, collectively with New Holders, are referred to herein as “Holders.”
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [*], 2024 by and between Black Hawk Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New...Investment Management Trust Agreement • February 5th, 2024 • Black Hawk Acquisition Corp • Blank checks
Reference is made to that certain Investment Management Trust Agreement between Black Hawk Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company, dated as of [*], 2024 (“Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
Black Hawk Acquisition Corporation Danville, CA 94506 Telephone: (925) 217-4482 Letter AgreementLetter Agreement • March 26th, 2024 • Black Hawk Acquisition Corp • Blank checks
Reference is made to the Underwriting Agreement (the “Underwriting Agreement”), dated as of March 20, 2024, by and between Black Hawk Acquisition Corporation, a Cayman Islands company (the “Company”), and EF Hutton LLC (the “Representative” and together with the Company, the “Parties”), as representative of the several underwriters named on Schedule A thereto.