0001104659-21-091949 Sample Contracts

Sachem Acquisition Corp
Sachem Acquisition Corp. • July 14th, 2021 • New York

This agreement (the “Agreement”) is entered into on March 24, 2021 by and between Sachem Sponsor, LLC, a New York limited liability company (the “Subscriber” or “you”), and Sachem Acquisition Corp., a Maryland 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, $0.001 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:

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WARRANT AGREEMENT
Warrant Agreement • July 14th, 2021 • Sachem Acquisition Corp. • New York

This Warrant Agreement (this “Agreement”), dated [●], 2021, is by and between Sachem Acquisition Corp., a Maryland company (the “Company”), and [------------------], as warrant agent (in such capacity, the “Warrant Agent”).

PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT
Private Placement Warrant Purchase Agreement • July 14th, 2021 • Sachem Acquisition Corp. • New York

THIS PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and between Sachem Acquisition Corp., a Maryland company (the “Company”), and Sachem Sponsor LLC, a New York limited liability company (the “Purchaser”).

Sachem Sponsor, LLC
Sachem Acquisition Corp. • July 14th, 2021

Reference is hereby made to the Subscription Agreement, dated March 24, 2021 pursuant to which Sachem Sponsor LLC (the “Sponsor”) subscribed for and purchase 2,875,000 fully-paid and non-assessable shares (the “Shares”) of Class B common stock, par value $0.001 per share (the “Class B Common Stock”) of Sachem Acquisition Corp. (“SAC”) for the sum of $25,000 (the “Purchase Price”). The Shares were issued based on the assumption that SAC that the anticipated gross proceeds from SAC’s initial public offering were expected to be $100 million, or $115 million if the underwriters exercised the over-allotment option in full (the “IPO”). If the underwriters would not exercise the over-allotment option in full, we agreed to forfeit such number of shares so that immediately following the IPO we would own twenty percent (20%) of the issued and outstanding shares of SAC.

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