drs Sample Contracts

Trajectory Alpha Acquisition Corp.TRAJECTORY ALPHA ACQUISITION CORP. New York, New York 10011 (February 26th, 2021)

We are pleased to accept the offer Trajectory Alpha Sponsor LLC (the “Subscriber” or “you”) has made to purchase 4,312,500 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” and, together with all other classes of common stock of the Company (as defined below), the “Common Stock”), up to 562,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Trajectory Alpha Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-Allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company’s and the Subscriber’s agreements regarding the Shares, are as follows:

TCG Growth Opportunities Corp.TCG Growth Opportunities Corp. 12180 Millennium Drive, Suite 500 Playa Vista, CA 90094 (February 12th, 2021)

We are pleased to accept the offer TCG Growth Opportunities Holdings LLC (the “Subscriber” or “you”) has made to purchase 7,187,500 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” and together with all other classes of common stock of the Company (as defined below), the “Common Stock”), up to 937,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of TCG Growth Opportunities Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:

Sandbridge X2 CorpSandbridge X2 Corporation (February 5th, 2021)

We are pleased to accept the offer Sandbridge X2 Holdings LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” and together with all other classes of common stock of the Company (as defined below), the “Common Stock”), up to 750,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Sandbridge X2 Corporation, a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:

Chardan Nextech Acquisition Corp.Chardan Global Acquisition 2 Corp. 17 State Street, 21st Floor New York, New York 10004 (February 5th, 2021)

We are pleased to accept the offer Chardan Global Investments 2 LLC (the “Subscriber” or “you”) has made to purchase 5,000,000 shares (“Founder Shares”) of the common stock, $0.0001 par value per share (“Common Stock”), of Chardan Global Acquisition 2 Corp., a Delaware corporation (the “Company”). The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:

Oncorus, Inc.ONCORUS, INC. EMPLOYMENT AGREEMENT (January 28th, 2021)

This Employment Agreement (the “Agreement”), which shall be effective as of December 7, 2020 subject to the appointment by the Company’s Board of Directors (the “Board”) of the Executive as the Company’s Chief Operating Officer and Chief of Staff (the “Effective Date”), is made by and among Oncorus, Inc., a Delaware corporation (the “Company”) and Steve Harbin (“Executive” and, together with the Company, the “Parties”).

Oncorus, Inc.LEASE AGREEMENT BY AND BETWEEN IQHQ– 4 CORPORATE, LLC, a Delaware limited liability company, AS LANDLORD, AND ONCORUS, INC., a Delaware corporation, AS TENANT First Floors of Pod 4 and Pod 5 Plus a Portion of Ground Floor of Pod 5 Innovation Park (January 28th, 2021)

This Lease Agreement (“Lease”) is made and entered into as of December 29, 2020, by and between IQHQ-4 CORPORATE, LLC, a Delaware limited liability company (“Landlord”), and ONCORUS, INC., a Delaware corporation (“Tenant”).

Design Therapeutics, Inc.HUMAN THERAPEUTICS EXCLUSIVE LICENSE AGREEMENT (January 26th, 2021)

This Human Therapeutics Exclusive License Agreement (“Agreement”) is made effective the 20th day of February, 2019 (“Effective Date”), by and between Wisconsin Alumni Research Foundation (“WARF”), a nonstock, nonprofit Wisconsin corporation, and Design Therapeutics, Inc. (“Licensee”), a corporation organized and existing under the laws of Delaware.

Design Therapeutics, Inc.DESIGN THERAPEUTICS CONSULTING AGREEMENT EFFECTIVE DATE: March 1, 2020 (January 26th, 2021)

THIS CONSULTING AGREEMENT (the “Agreement”) is made as of the Effective Date set forth above by and between Design Therapeutics, Inc., a Delaware corporation (“Client”), and Marlinspike Group, LLC, a Delaware limited liability company (“Consultant”).

Pine Technology Acquisition Corp.COMPANY LETTERHEAD] (January 19th, 2021)

This letter agreement by and between [COMPANY], a Delaware corporation (the “Company”) and Peel Acquisition Company II, LLC, a Delaware limited liability corporation (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed on the Nasdaq Stock Market LLC (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-[•]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):

Pine Technology Acquisition Corp.INVESTMENT MANAGEMENT TRUST AGREEMENT (January 19th, 2021)

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”).

Pine Technology Acquisition Corp.INDEMNITY AGREEMENT (January 19th, 2021)

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [DATE] by and between [COMPANY], a Delaware corporation (the “Company”), and [NAME OF D&O] (“Indemnitee”).

Pine Technology Acquisition Corp.PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (January 19th, 2021)

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [DATE] (this “Agreement”), is entered into by and between [COMPANY], a Delaware corporation (the “Company”), and [SPONSOR COMPANY], a Delaware limited liability company (the “Purchaser”).

Pine Technology Acquisition Corp.REGISTRATION RIGHTS AGREEMENT (January 19th, 2021)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [DATE], is made and entered into by and among [COMPANY], a Delaware corporation (the “Company”), [SPONSOR COMPANY], 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”).

Pine Technology Acquisition Corp.COMPANY] and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [DATE] (January 19th, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [DATE] is by and between [COMPANY], a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).

DHC Acquisition Corp.DHC Acquisition Corp. Suite 100 Southlake, TX 76092 (January 15th, 2021)

This agreement (this “Agreement”) is entered into on December 29, 2020 by and between DHC Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and DHC Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to surrender and cancellation 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’s and the Subscriber’s agreements regarding such Shares are as follows:

Seer, Inc.AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (January 15th, 2021)

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of December 9, 2020, by and among Seer, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.

G Medical Innovations Holdings Ltd.Loan Agreement between Bank Mizrahi and G Medical Innovations Ltd. (January 13th, 2021)

Annual interest rate: The annual interest rate from the Signing Date through March 25, 2019: 4.9898%. The annual interest rate is composed of the following: (i) LIBOR as of the Signing Date: 2.4898%, and (ii) Margin interest rate: 2.5%.

G Medical Innovations Holdings Ltd.GEM Capital Commitment Agreement (January 13th, 2021)

between G Medical Innovations Holdings Ltd ARBN 617 204 743 a company incorporated in the Cayman Islands and having its office c/- G Medical Diagnostic Services, Inc., 1500 Lakeside Drive, State 115 Bannockburn, Illinois 60015, United States of America (Company)

G Medical Innovations Holdings Ltd.Certain confidential information contained in this document, marked by brackets and asterisk, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, because it (i) is not material and (ii) would be competitively harmful if publicly disclosed ... (January 13th, 2021)

This MEDIA AND MARKETING SERVICES AGREEMENT (“Agreement”) is made and entered into as of September 30, 2020 (the “Effective Date”) by and between G MEDICAL INNOVATIONS HOLDINGS LTD., a Cayman Islands exempted company (“Company”), and GRS, LLC, a Delaware limited liability company (“GRS”). GRS and Company may each be referred to herein as a “Party” and, collectively, as the “Parties.”

G Medical Innovations Holdings Ltd.SECURITIES PURCHASE AGREEMENT (January 13th, 2021)

This Securities Purchase Agreement (this “Agreement”) is dated as of December [__], 2020, between G Medical Innovations Holdings Ltd., a Cayman Islands corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

G Medical Innovations Holdings Ltd.DISTRIBUTION AGREEMENT (January 13th, 2021)

THIS DISTRIBUTION AGREEMENT (“Agreement”) is made effective as of the 21 day of April, 2020 (“Effective Date”) and is entered into by and between;

Austerlitz Acquisition Corp IAusterlitz Acquisition Corporation I Las Vegas, NV 89134 (January 12th, 2021)

This agreement (the “Agreement”) is entered into on January 4, 2021 by and between Austerlitz Acquisition Sponsor, LP I, a Cayman Islands exempted limited partnership (the “Subscriber” or “you”), and Austerlitz Acquisition Corporation I, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 12,321,429 Class B ordinary shares, $0.0001 par value per share, of the Company (the “Class B Shares”), and 12,321,429 Class C ordinary shares, $0.0001 par value per share, of the Company (the “Class C Shares” and, together with the Class B Shares, the “Shares”), up to which 1,607,143 Class B Shares and 1,607,143 Class C Shares are subject to surrender and cancellation by you if the underwriters of the initial public offering (the “IPO”) of units (the “Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”).

Austerlitz Acquisition Corp IIAusterlitz Acquisition Corporation II Las Vegas, NV 89134 (January 12th, 2021)

This agreement (the “Agreement”) is entered into on January 5, 2021 by and between Austerlitz Acquisition Sponsor, LP II, a Cayman Islands exempted limited partnership (the “Subscriber” or “you”), and Austerlitz Acquisition Corporation II, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 24,642,857 Class B ordinary shares, $0.0001 par value per share, of the Company (the “Class B Shares”), and 24,642,857 Class C ordinary shares, $0.0001 par value per share, of the Company (the “Class C Shares” and, together with the Class B Shares, the “Shares”), up to which 3,214,286 Class B Shares and 3,214,286 Class C Shares are subject to surrender and cancellation by you if the underwriters of the initial public offering (the “IPO”) of units (the “Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”).

G&P Acquisition Corp.G&P ACQUISITION CORP. (January 12th, 2021)

We are pleased to accept the offer G&P Sponsor, LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” and, together with all other classes of common stock of the Company (as defined below), the “Common Stock”), up to 750,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of G&P Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-Allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company’s and the Subscriber’s agreements regarding the Shares, are as follows:

AZEK Co Inc.EMPLOYMENT AGREEMENT (January 11th, 2021)

This EMPLOYMENT AGREEMENT (“Agreement”), dated as of the 15th day of July, 2017, by and between CPG International LLC., a Delaware corporation (“Employer”) and Joe Ochoa (the “Executive”).

Coursera, Inc.ONLINE COURSE HOSTING & PLATFORM SERVICES AGREEMENT (January 7th, 2021)

This ONLINE COURSE HOSTING AND PLATFORM SERVICES AGREEMENT, made effective as of October 1, 2020 (the “Effective Date”), is between Coursera, Inc., a Delaware corporation, with a principal place of business at 381 E. Evelyn Ave., Mountain View, CA 94041 (“Coursera”) and DeepLearning.AI Corp., with a principal place of business in Nevada (“Partner”). Each of Coursera and Partner may hereinafter be referred to as a “Party,” and collectively, the “Parties”.

Coursera, Inc.COURSERA, INC. EXECUTIVE SEVERANCE PLAN (January 7th, 2021)

This Executive Severance Plan (this “Plan”) is adopted by Coursera, Inc., a Delaware corporation (the “Company”), effective immediately (the “Effective Date”). Those executive employees of the Company designated as “Executives” on Schedule A hereto, any successor to such Executives, and any employees of the Company subsequently named a Senior Vice President or President (each an “Executive”) shall participate in the Plan.

USHG Acquisition Corp.USHG Acquisition Corp. New York, NY 10003 (January 6th, 2021)

This agreement (the “Agreement”) is entered into on December 29, 2020 by and between USHG Acquisition Corp., a Delaware limited liability company (the “Subscriber” or “you”), and USHG Investments, LLC, 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 6,934,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 904,500 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’s and the Subscriber’s agreements regarding such Shares are as follows:

American Well CorpEMPLOYMENT AGREEMENT (January 6th, 2021)

THIS AGREEMENT is entered into as of January 1st, 2018 by and between American Well Corporation through its Israeli branch (the “Company”) and Phyllis Gotlib, Israeli ID No. _____ (the “Employee”)

USHG Acquisition Corp.USHG Acquisition Corp. New York, NY 10003 (January 6th, 2021)

THIS AMENDMENT NO. 1 TO SECURITIES SUBSCRIPTION AGREEMENT (this “Amendment”) to that certain Securities Subscription Agreement, dated as of December 29, 2020 (the “Securities Subscription Agreement”), by and between USHG Acquisition Corp., a Delaware limited liability company (the “Subscriber”), and USHG Investments, LLC, a Delaware corporation (the “Company”), is made as of January 6, 2021 by and among the Subscriber and the Company. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Securities Subscription Agreement, as amended by this Amendment.

Finserv Acquisition Corp. IIContract (January 4th, 2021)

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Finserv Acquisition Corp. IIFinServ Acquisition Corp. II c/o Ellenoff Grossman & Schole LLP New York, NY 10105 (January 4th, 2021)

This agreement (the “Agreement”) is entered into on November 23, 2020 by and between FinServ Holdings II LLC, a Delaware limited liability company (the “Subscriber” or “you”), and FinServ Acquisition Corp. II, 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 7,187,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 937,500 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:

Flora Growth Corp.AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT (December 31st, 2020)

FLORA GROWTH CORP., a corporation existing under the laws of the Province of Ontario and having an office at 65 Queen Street West, Suite 900,

Flora Growth Corp.AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT (December 31st, 2020)

FLORA GROWTH CORP., a corporation existing under the laws of the Province of Ontario and having an office at 65 Queen Street West, Suite 900,

Flora Growth Corp.AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT (December 31st, 2020)

FLORA GROWTH CORP., a corporation existing under the laws of the Province of Ontario and having an office at 65 Queen Street West, Suite 900,