indie Semiconductor, Inc. Dealer Manager and Solicitation Agent AgreementIndie Semiconductor, Inc. • September 22nd, 2023 • Semiconductors & related devices • New York
Company FiledSeptember 22nd, 2023 Industry JurisdictionConcurrently with making the offer to exchange described in the preceding paragraph, the Company plans to solicit consents (the “Consents”) from the holders of Warrants (as described in the Offering Documents, the “Consent Solicitation”) to make certain amendments to the terms of the Warrants. Subject to the terms and conditions set forth in the Offering Documents, if Consents are received from the holders of a majority of the number of the outstanding warrants (which is the minimum number required to amend that certain warrant agreement, dated as of August 8, 2019, by and between the Company (as successor to Thunder Bridge Acquisition II, Ltd., the Company’s predecessor and a Cayman Islands exempted company and, after a series of transactions, Thunder Bridge II Surviving Pubco, Inc., a Delaware corporation) and Continental Stock Transfer & Trust Company, as warrant agent, as amended by the Assignment, Assumption and Amendment Agreement, dated as of June 10, 2021 (the “Warrant Agreemen
Granite Ridge Resources, Inc. Dealer Manager and Solicitation Agent AgreementGranite Ridge Resources, Inc. • May 19th, 2023 • Crude petroleum & natural gas • New York
Company FiledMay 19th, 2023 Industry JurisdictionConcurrently with making the offer to exchange described in the preceding paragraph, the Company plans to solicit consents (the “Consents”) from the holders of Warrants (as described in the Offering Documents, the “Consent Solicitation”) to make certain amendments to the terms of the Warrants. Subject to the terms and conditions set forth in the Offering Documents, if Consents are received from the holders of at least 50% of the number of the outstanding warrants (which is the minimum number required to amend that certain warrant agreement, dated as of September 15, 2020, by and between the Company (as successor to Executive Network Partnering Corporation, a Delaware corporation (“ENPC”)) and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), as amended by Amendment No. 1 to Warrant Agreement, dated as of March 24, 2021 and as assigned and assumed by the Company and amended pursuant to the Warrant Agreement Amendment and Assignment, dated as of October
ALTI GLOBAL, INC. Dealer Manager and Solicitation Agent AgreementAlTi Global, Inc. • May 5th, 2023 • Investment advice • New York
Company FiledMay 5th, 2023 Industry JurisdictionConcurrently with making the offer to exchange described in the preceding paragraph, the Company plans to solicit consents (the “Consents”) from the holders of Warrants (as described in the Offering Documents, the “Consent Solicitation”) to make certain amendments to the terms of the Warrants. Subject to the terms and conditions set forth in the Offering Documents, if Consents are received from the holders of at least 65% of the number of the outstanding Public Warrants and from at least 65% of the number of the outstanding Private Warrants (which is the minimum number required to amend that certain Amended and Restated Warrant Agreement, dated as of January 3, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, (the “Warrant Agreement”)), the proposed amendment to the Warrant Agreement set forth in the Offering Documents shall be adopted. To the extent we receive the Consents of less than 65% for either the Public Warrants or Private Warr
OPAL Fuels Inc. Dealer Manager and Solicitation Agent AgreementOPAL Fuels Inc. • November 18th, 2022 • Gas & other services combined • New York
Company FiledNovember 18th, 2022 Industry JurisdictionConcurrently with making the offer to exchange described in the preceding paragraph, the Company plans to solicit consents (the “Consents”) from the holders of Warrants (as described in the Offering Documents, the “Consent Solicitation”) to make certain amendments to the terms of the Warrants. Subject to the terms and conditions set forth in the Offering Documents, if Consents are received from the holders of at least 65% of the number of the outstanding public warrants and from at least 65% of the number of the outstanding private placement warrants (which is the minimum number required to amend that certain warrant agreement, dated as of March 25, 2021, by and between the Company (as successor to ArcLight Clean Transition Corp. II, the Company’s predecessor and a Cayman Islands exempted company) and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”)), the proposed amendment to the Warrant Agreement set forth in the Offering Documents shall be adopt
Dealer Manager and Solicitation Agent AgreementVivid Seats Inc. • May 26th, 2022 • Services-miscellaneous amusement & recreation • New York
Company FiledMay 26th, 2022 Industry JurisdictionConcurrently with making the offer to exchange described in the preceding paragraph, the Company plans to solicit consents (the “Consents”) from the holders of Warrants (as described in the Offering Documents, the “Consent Solicitation”) to certain amendments to the terms of the Warrants. Subject to the terms and conditions set forth in the Offering Documents, if Consents are received from the holders of at least 65% of the Warrants, the proposed amendment to the warrant agreement set forth in the Offering Documents (the “Warrant Amendment”) shall be adopted.
Babylon Holdings Limited Dealer Manager and Solicitation Agent Agreement (the “Agreement”)Babylon Holdings LTD • May 20th, 2022 • Services-health services • New York
Company FiledMay 20th, 2022 Industry JurisdictionBabylon Holdings Limited, a public company incorporated under the laws of the Bailiwick of Jersey, Channel Islands (the “Company” or “we”), plans to make an offer (such offer as described in the Prospectus (as defined below), together with the related Consent Solicitation (as defined below), the “Exchange Offer”), for any and all of its outstanding public warrants and private placement warrants (but excluding, for the avoidance of doubt, the AlbaCore Warrants) (as set forth in the Prospectus) (the “Warrants”), in exchange for consideration consisting of 0.295 Ordinary Shares (as defined below), par value $0.0000422573245084686 per share (the “Shares”) for each Warrant tendered, on the terms and subject to the conditions set forth in the Offering Documents (as defined below). Certain terms used herein are defined in Section 21 hereof.
BTRS Holdings Inc. Dealer Manager and Solicitation Agent AgreementBTRS Holdings Inc. • November 18th, 2021 • Services-computer programming services • New York
Company FiledNovember 18th, 2021 Industry JurisdictionBTRS Holdings Inc, a company incorporated under the laws of Delaware (the “Company” or “we”), plans to make an offer (such offer as described in the Prospectus (as defined below), together with the related Consent Solicitation (as defined below), the “Exchange Offer”), for any and all of its outstanding warrants (as set forth in the Prospectus) (the “Warrants”) in exchange for consideration consisting of 0.300 shares of Common Stock (the “Shares”) for each Warrant tendered, on the terms and subject to the conditions set forth in the Offering Documents (as defined below). Certain terms used herein are defined in Section 20 hereof.
Paya Holdings Inc. Dealer Manager and Solicitation Agent AgreementPaya Holdings Inc. • August 13th, 2021 • Services-business services, nec • New York
Company FiledAugust 13th, 2021 Industry JurisdictionPaya Holdings Inc, a company incorporated under the laws of Delaware (the “Company” or “we”), plans to make an offer (such offer as described in the Prospectus (as defined below), together with the related Consent Solicitation (as defined below), the “Exchange Offer”), for any and all of its outstanding warrants (as set forth in the Prospectus) (the “Warrants”) in exchange for consideration consisting of 0.260 shares of Common Stock (the “Shares”) for each Warrant tendered, on the terms and subject to the conditions set forth in the Offering Documents (as defined below). Certain terms used herein are defined in Section 21 hereof.
Ranpak Holdings Corp. Dealer Manager and Solicitation Agent AgreementRanpak Holdings Corp. • August 6th, 2020 • Converted paper & paperboard prods (no contaners/boxes) • New York
Company FiledAugust 6th, 2020 Industry JurisdictionRanpak Holdings Corp., a company incorporated under the laws of Delaware (the “Company” or “we”), plans to make an offer (such offer as described in the Prospectus (as defined below), together with the related Consent Solicitation (as defined below), the “Exchange Offer”), for any and all of its outstanding warrants (as set forth in the Prospectus) (the “Warrants”) in exchange for consideration consisting of 0.22 shares of Class A Common Stock (the “Shares”) for each Warrant tendered, on the terms and subject to the conditions set forth in the Offering Documents (as defined below). Certain terms used herein are defined in Section 21 hereof.