ONS Acquisition Corp. 15,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • January 28th, 2022 • ONS Acquisition Corp. • Blank checks • New York
ONS Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom Ladenburg Thalmann & Co. Inc. is acting as Representative (the “Representative”), an aggregate of 15,000,000 units of the Company (the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,250,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed in Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this agreement (this “Agreement”) and not otherwise defined are defin
WARRANT AGREEMENT between ONS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • January 28th, 2022 • ONS Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ____, 2022, is by and between ONS Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
ONS Acquisition Corp. Beverly Hills, CA 90210Letter Agreement • January 28th, 2022 • ONS 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”) entered into by and between ONS Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Ladenburg Thalmann & Co. Inc. as the representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 17,250,000 of the Company’s units (including 2,250,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) and one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Fo
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 28th, 2022 • ONS Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [__], 2022, is entered into by and between ONS Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ONS Acquisition Management LLC, a Cayman Islands limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 28th, 2022 • ONS Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [__], 2022 by and between ONS Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 28th, 2022 • ONS Acquisition Corp. • Blank checks • Delaware
THIS SECURITIES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits, if any, referenced herein, this “Agreement”), dated as of [●], 2022, is entered into by and among ONS Acquisition Corp. (the “Company”), ONS Acquisition Management LLC (the “Sponsor”) and Ladenburg Thalmann & Co. Inc. (the “Representative”).
