INDEMNITY AGREEMENTIndemnity Agreement • September 7th, 2021 • Sound Point Acquisition Corp I, LTD • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Sound Point Acquisition Corp I, Ltd, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 7th, 2021 • Sound Point Acquisition Corp I, LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Sound Point Acquisition Corp I, Ltd, a Cayman Islands exempted company (the “Company”), Sound Point Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2020 • GoIP GLOBAL, INC. • Trucking & courier services (no air)
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 7th, 2021 • Sound Point Acquisition Corp I, LTD • Blank checks • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 12th, 2017 • Adial Pharmaceuticals, L.L.C. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 1, 2017, by and between ADIAL PHARMACEUTICALS, LLC, a Virginia limited liability company, with headquarters located at 204 E. High Street, Charlottesville, VA 22902 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (the “Buyer”).
FORM OF WARRANT AGREEMENT between DORCHESTER CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [ ], 2022Warrant Agreement • May 6th, 2022 • Dorchester Capital Acquisition Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2022 is by and between Dorchester Capital Acquisition Corp., a Delaware corporation (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”).
UNDERWRITING AGREEMENT between INHIBIKASE THERAPEUTICS, INC and THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several UnderwritersUnderwriting Agreement • June 2nd, 2021 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
The undersigned, Inhibikase Therapeutics, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
UNDERWRITING AGREEMENTUnderwriting Agreement • March 24th, 2021 • Freestone Acquisition Corp • Blank checks • New York
Freestone Acquisition Corp, a Cayman Islands exempted company (the “Company”), proposes to sell 20,000,000 units (the “Firm Units”), each unit consisting of one Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of the Company and one-third of one redeemable warrant (the “Public Warrants”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase from the Company up to 3,000,000 units on the terms set forth in Section 2 of this Agreement (the “Additional Units”). The Firm Units and the Additional Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Company by the Underwriters.
GLOBAL STAR ACQUISITION INC.Global Star Acquisition Inc. • April 29th, 2022 • Blank checks • New York
This agreement (the “Agreement”) is entered into on February 14, 2022 by and between Global Star Acquisition 1 LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Global Star Acquisition Inc., a Delaware 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, $0.0001 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:
FLAG SHIP ACQUISITION CORPORATION FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2021 • Flag Ship Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___th day of ______________ 2021, by and among Flag Ship Acquisition Corporation., a Cayman Islands company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 6th, 2022 • Dorchester Capital Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [__________], 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Dorchester Capital Acquisition Corp., a Delaware corporation (the “Company”), and DC-SPAC, LLC, an Oklahoma limited liability company (the “Purchaser”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 31, 2014 among TAPSTONE ENERGY, LLC, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, and The Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH...Credit Agreement • December 22nd, 2016 • Tapstone Energy Inc. • Crude petroleum & natural gas • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of December 31, 2014, among TAPSTONE ENERGY, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 2nd, 2021 • Artiva Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [___________________] between Artiva Biotherapeutics, Inc., a Delaware corporation (the “Company”), and [___________] (“Indemnitee”).
LAVA Medtech Acquisition Corp. 303 Wyman Street, Suite 300 Waltham, Massachusetts 02451Letter Agreement • April 29th, 2021 • LAVA Medtech 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 LAVA Medtech Acquisition Corp., a Delaware corporation (the “Company”), RBC Capital Markets, LLC, 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 up to 10,000,000 of the Company’s units (including up to 375,000 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-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a regi
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 26th, 2020 • Inhibrx, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of [l], by and between INHIBRX, INC., a Delaware corporation (the “Company”), and [l] (the “Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.
FORM OF COMMON STOCK PURCHASE WARRANT HOTH THERAPEUTICS, INC.Hoth Therapeutics, Inc. • June 21st, 2018 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the seven-year anniversary of the Issue Date of the Warrant (the “Termination Date”) but not thereafter, to subscribe for and purchase from Hoth Therapeutics, Inc., a Nevada corporation (the “Company”), up to ____________ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT MDNA LIFE SCIENCES, INC.MDNA Life Sciences, Inc. • April 11th, 2022 • Services-commercial physical & biological research • New York
This Warrant is being issued pursuant to that certain Securities Purchase Agreement dated as of September 30, 2021 between the Holder and the Company (the “Securities Purchase Agreement”). In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Securities Purchase Agreement.
IONEER LTD. AND THE BANK OF NEW YORK MELLONDeposit Agreement • December 7th, 2021 • Ioneer LTD • Mining & quarrying of nonmetallic minerals (no fuels) • New York
DEPOSIT AGREEMENT dated as of __________, 2021 among IONEER LTD., a company incorporated under the laws of the Commonwealth of Australia (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • June 23rd, 2022 • ECARX Holdings Inc. • Services-computer integrated systems design • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of February 4, 2021, is made and entered into by and among COVA Acquisition Corp., a Cayman Islands exempted company (the “Company”), COVA Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”, and together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).
WARRANT AGREEMENT between PROTONIQ ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • June 8th, 2022 • PROTONIQ Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May [ ], 2022, is by and between PROTONIQ Acquisition Corp, a Cayman Islands exempted company with registration number 388159 (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
CREDIT AGREEMENT dated as of February 14, 2019 among ROBLOX CORPORATION The other Loan Parties Party Hereto The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative AgentCredit Agreement • October 9th, 2020 • Roblox Corp • Services-prepackaged software • New York
CREDIT AGREEMENT dated as of February 14, 2019 (as it may be amended or modified from time to time, this “Agreement”), among Roblox Corporation, as Borrower, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • December 16th, 2021 • Intrepid Acquisition Corp I • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 20[●], by and between Intrepid Acquisition Corporation I, a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
Sound Point Acquisition Corp I, Ltd New York, New York 10152Letter Agreement • September 7th, 2021 • Sound Point Acquisition Corp I, LTD • 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 among Sound Point Acquisition Corp I, Ltd, a Cayman Islands exempted company (the “Company”), BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 30,000,000 of the Company’s units (including 4,500,000 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-third of 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 Publi
ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE PROMISSORY NOTE DUE MAY 9, 2021GoIP GLOBAL, INC. • August 7th, 2020 • Trucking & courier services (no air) • New York
THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued debt obligation of GoIP Global, Inc., a Colorado corporation (the “Company” or the “Borrower”), having its principal place of business at 1400 Old Country Road, Westbury New York 11590, designated as its Original Issue Discount Senior Secured Convertible Promissory Note due May 9, 2021 (the “Note”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 9th, 2017 • HealthLynked Corp • Services-computer processing & data preparation • California
This Registration Rights Agreement (the “Agreement”), dated as of July 11, 2016 (the “Execution Date”), is entered into by and between HealthLynked Corp. (the “Company”), a Nevada corporation, with its principal executive offices at 1726 Medical Blvd Suite 101 Naples, FL 34110, and Iconic Holdings, LLC (the “Investor”), a Delaware limited liability company, with its principal executive offices at 2251 San Diego Ave, #B150, San Diego, CA 92110.
8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE september 1, 2018Toughbuilt Industries, Inc • January 11th, 2017 • Cutlery, handtools & general hardware • New York
THIS 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Original Issue Discount Senior Secured Convertible Debentures of ToughBuilt Industries, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 665 N. Central Ave., Suite 1700, Glendale, CA 91203, designated as its 8% Original Issue Discount Senior Secured Convertible Debenture due September 1, 2018 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
ATHLON HOLDINGS LP ATHLON FINANCE CORP. 73/8% Senior Notes due 2021 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 29th, 2013 • Athlon Energy Inc. • Crude petroleum & natural gas • New York
o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 19th, 2021 • Pine Technology Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [DATE] by and between [COMPANY], a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • August 3rd, 2021 • RCF Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between RCF Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 7th, 2020 • GoIP GLOBAL, INC. • Trucking & courier services (no air) • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of May 8, 2020, by and among GoIP Global, Inc., a Colorado corporation (and together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned Subsidiaries, collectively, the “Company”), and the Purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”).
PLACEMENT AGENT’S PURCHASE WARRANT atlis motor vehicles INC.Atlis Motor Vehicles Inc • January 25th, 2023 • Truck & bus bodies • New York
This PLACEMENT AGENT’S PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date referred to above as the Initial Exercise Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ____, 20263 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Atlis Motor Vehicles Inc., a Delaware corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
WARRANT AGREEMENT USA ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2021Warrant Agreement • August 24th, 2021 • USA Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated , 2021, is by and between USA Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
WARRANT TO PURCHASE ORDINARY SHARES G Medical Innovations LTD.G Medical Innovations Holdings Ltd. • January 13th, 2021 • Surgical & medical instruments & apparatus
THIS WARRANT TO PURCHASE ORDINARY SHARES (the “Warrant”) certifies that, for value received, ALPHA CAPITAL ANSTALT or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time after the earlier of: (i) the date that the Company issues Ordinary Shares in its next equity financing of at least $5,000,000, including without limitation, an initial public offering (“Next Equity Financing”), or (ii) June 30, 2022 (such date, the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 21, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from G Medical Innovations Ltd., an Israeli corporation (the “Company”), up to 398,332 Ordinary Shares (the “Warrant Shares”) as subject to adjustment hereunder. The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 29th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT dated September 2, 2020 (this “Agreement”) is entered into by and among Royalty Pharma plc, an English public limited company incorporated in England and Wales (the “Company”), the guarantor listed in Schedule 1 hereto (the “Initial Guarantor”), and BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co LLC (collectively, the “Representatives”) of the initial purchasers listed in Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
DEPOSIT AGREEMENT by and among as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICASDeposit Agreement • November 27th, 2020 • Li Auto Inc. • Motor vehicles & passenger car bodies • New York
DEPOSIT AGREEMENT, dated as of July 29, 2020, by and among (i) Li Auto Inc., a company incorporated in the Cayman Islands, with its principal executive office at 8th Floor, Block D, Building 8, 4th District of Wangjing East Garden, Chaoyang District, Beijing 100102, People’s Republic of China and its registered office at P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (together with its successors, the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 60 Wall Street, New York, NY 10005, United States of America (the “Depositary”, which term shall include any successor depositary hereunder) and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).