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”).
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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 6th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 10, 2021 by and between L Catterton Asia Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
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.
HAYMAKER ACQUISITION CORP. IV New York, NY 10022Haymaker Acquisition Corp. 4 • May 8th, 2023 • Blank checks • New York
Haymaker Acquisition Corp. IV, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Haymaker Sponsor IV LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 5,750,000 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 750,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), unless otherwise provided in the definitive agreement for the C
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”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT GUARDION HEALTH SERVICES, INC.Guardion Health Sciences, Inc. • July 19th, 2019 • Pharmaceutical preparations • New York
THIS PRE-FUNDED COMMON STOCK 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 hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Guardion Health Services, 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).
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”).
COMMON STOCK PURCHASE WARRANT GOIP GLOBAL, INC.GoIP GLOBAL, INC. • August 7th, 2020 • Trucking & courier services (no air)
THIS COMMON STOCK 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 May 8, 2020 (the “Initial Exercise Date”) and on or prior to the close of business at 5:00 p.m. (New York City time) on May 8, 2022 (the “Termination Date) but not thereafter, to subscribe for and purchase from GoIP Global, Inc., a Colorado 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).
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.
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
ATOUR LIFESTYLE HOLDINGS LIMITED AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement November 10, 2022Deposit Agreement • May 22nd, 2023 • Atour Lifestyle Holdings LTD • Hotels & motels • New York
DEPOSIT AGREEMENT dated as of November 10, 2022 among ATOUR Lifestyle Holdings Limited, a company incorporated under the laws of the Cayman Islands (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.
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).
WARRANT AGREEMENTWarrant Agreement • September 27th, 2023 • Blue Room Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2023, is by and between Blue Room Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 12th, 2020 • One Judith Acquisition Corp • Blank checks • New York
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”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 6th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of March 10, 2021, is made and entered into by and among L Catterton Asia Acquisition Corp, a Cayman Islands exempted company (the “Company”), LCA Acquisition Sponsor, LP, a Cayman Islands exempted limited partnership (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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
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”).
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.
COVA Acquisition Corp. 530 Bush Street, Suite 703 San Francisco, CA 94108 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • June 23rd, 2022 • ECARX Holdings Inc. • Services-computer integrated systems design • 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 COVA Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 28,750,000 of the Company’s units (including 3,750,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half 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 registra
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”).
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 • July 29th, 2021 • Humbl, Inc. • Wholesale-durable goods
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated as of April 14, 2021 (the “Execution Date”) is entered into by and between HUMBL, Inc., a Delaware corporation (the “Company”), and Brighton Capital Partners, LLC, a Delaware limited liability company (the “Investor”).
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”).
SERIES A] [SERIES B]1 CLASS A COMMON STOCK PURCHASE WARRANT Atlis motor vehicles, inc.Atlis Motor Vehicles Inc • January 25th, 2023 • Truck & bus bodies • New York
THIS CLASS A COMMON STOCK 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 [SERIES A: the date hereof] [SERIES B: the effective date of the Corporate Reorganization or Stockholder Approval Date, as applicable] (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ____2 (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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository
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”).
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.
WARRANT AGREEMENT and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 10, 2021Warrant Agreement • March 6th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated March 10, 2021, is by and between L Catterton Asia Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
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”).
SECURITY AGREEMENTSecurity Agreement • August 7th, 2020 • GoIP GLOBAL, INC. • Trucking & courier services (no air) • New York
This SECURITY AGREEMENT, dated as of May 8, 2020 (this “Agreement”), is among GoIP Global, Inc., a Colorado corporation (the “Company”), the Subsidiaries of the Company set forth on the signature pages hereto (such subsidiaries, the “Subsidiaries” and, together with the Company, the “Debtors”) and the holders of the Company’s Original Issue Discount Senior Secured Convertible Promissory Notes due twelve (12) months following their issuance, in the aggregate principal amount of $3,000,000.00 (the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
ATLIS MOTOR VEHICLES INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent Warrant Agency Agreement Dated as of ___, 2023 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • January 25th, 2023 • Atlis Motor Vehicles Inc • Truck & bus bodies • New York
WARRANT AGENCY AGREEMENT, dated as of _____, 2023 (“Agreement”), between Atlis Motor Vehicles Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”).
