10,000,000 Units Deep Medicine Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 12th, 2021 • Deep Medicine Acquisition Corp. • Blank checks • New York
The undersigned, Deep Medicine Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with I-Bankers Securities, Inc. (hereinafter referred to as “you”, “I-Bankers”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 12th, 2021 • Deep Medicine Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Deep Medicine Acquisition Corp., a Delaware corporation (the “Company”) and Bright Vision Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the other undersigned parties listed under Holders on the signature page hereto (together with the Sponsor, each a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 12th, 2021 • Deep Medicine Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Deep Medicine Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • October 12th, 2021 • Deep Medicine Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Deep Medicine Acquisition Corp., a Delaware corporation (the “Company”), and_________________ (“Indemnitee”).
I-Bankers Securities, Inc. Keller, TX 76248Deep Medicine Acquisition Corp. • October 12th, 2021 • Blank checks • New York
This is to confirm our agreement whereby Deep Medicine Acquisition Corp., a Delaware corporation (“Company”), has requested I-Bankers Securities, Inc. (the “Advisor”) to serve as the Company’s advisor in connection with the Company effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-259500) filed with the U.S. Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
Deep Medicine Acquisition Corp. New York, NY 10017Letter Agreement • October 12th, 2021 • Deep Medicine 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 among Deep Medicine Acquisition Corp., a Delaware corporation (the “Company”), and I-Bankers Securities, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one right. Each right (a “Right”) entitles the holder thereof to receive one-tenth (1/10) of one share of Common Stock. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 (File No. 333-259500) and prospectus (the
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • October 12th, 2021 • Deep Medicine Acquisition Corp. • Blank checks • New York
This Private Placement Units Purchase Agreement (this “Agreement”) is made as of the [ ] day of [ ], 2021, by and among Deep Medicine Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 595 Madison Avenue, 12th Floor, New York, NY 10017, Bright Vision Sponsor LLC, a Delaware limited liability company (the “Sponsor”), having its principal place of business at 595 Madison Avenue, 12th Floor, New York, NY 10017, and I-Bankers Securities, Inc., (“I-Bankers”, together with the Sponsor, “Subscribers”).
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL,...Share Purchase Warrant • October 12th, 2021 • Deep Medicine Acquisition Corp. • Blank checks • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY DEEP MEDICINE ACQUISITION CORP. (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION, STOCK PURCHASE, REORGANIZATION OR SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND ONE YEAR AFTER THE EFFECTIVE DATE (AS DEFINED HEREIN). VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EARLIER OF THE LIQUIDATION OF THE COMPANY’S TRUST ACCOUNT (AS DESCRIBED IN THE REGISTRATION STATEMENT) IF THE COMPANY HAS NOT COMPLETED A BUSINESS COMBINATION WITHIN THE REQUIRED TIME PERIODS OR FIVE YEARS FROM THE EFFECTIVE DATE.
