COMMON STOCK PURCHASE WARRANTNovusterra Inc • August 19th, 2021 • Miscellaneous metal ores
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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Novusterra Inc., a Florida 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).
INDEMNITY AGREEMENTIndemnity Agreement • September 10th, 2021 • 7 Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between 7 Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 28th, 2021 • LIV Capital Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among LIV Capital Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), LIV Capital Acquisition Sponsor, L.P. II, a Cayman Islands exempted limited partnership (the “Sponsor”), EarlyBirdCapital, Inc. (the “Representative”, and the Sponsor, the Representative, together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 25th, 2023 • Northann Corp. • Plastics products, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May, 2022 among Northann Corp., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
10,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • October 28th, 2021 • LIV Capital Acquisition Corp. II • Blank checks • New York
ZI TOPRUN ACQUISITION CORP. WARRANT AGREEMENTWarrant Agreement • December 21st, 2021 • Zi Toprun Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between Zi Toprun Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation with offices at 1 State Street, New York, New York 10004, as warrant agent (the “Warrant Agent” or also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 3rd, 2021 • Roman DBDR Tech Acquisition Corp. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021, by and between Roman DBDR Tech Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNDERWRITING AGREEMENT between FENBO INDUSTRIES LIMITED and EF HUTTON, division of Benchmark Investments, LLC, as Representative of the Several Underwriters FENBO INDUSTRIES LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • July 20th, 2023 • Fenbo Holdings LTD • Electric housewares & fans • New York
The undersigned, Fenbo Industries Limited, a corporation formed under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton, division of Benchmark Investments, LLC (hereinafter referred to as 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:
Bullpen Parlay Acquisition Company 20,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • October 22nd, 2021 • Bullpen Parlay Acquisition Co • Blank checks • New York
Bullpen Parlay Acquisition Company, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 20,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 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 on 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. Ce
UNDERWRITING AGREEMENTUnderwriting Agreement • September 14th, 2021 • AEON Biopharma, Inc. • Pharmaceutical preparations • New York
AEON Biopharma, Inc., a Delaware corporation (the “Company”), confirms its agreement with Wells Fargo Securities, LLC (“Wells Fargo”), Cantor Fitzgerald & Co. (“CF&Co.”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for which Wells Fargo and CF&Co. are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [●] additional shares of Common Stock. The aforesaid [●] shares of Common Stock (the “Initial
Chenghe Acquisition Co. Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman IslandsChenghe Acquisition Co. • October 28th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on April 8, 2021 by and between Chenghe Investment Co., a Cayman Islands exempted company (the “Subscriber” or “you”), and Chenghe Acquisition Co., a Cayman Islands exempted company (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 7,187,500 Class B ordinary shares of, $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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 8th, 2021 • Lakeshore Acquisition II Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and among Lakeshore Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNITY AGREEMENTIndemnity Agreement • October 22nd, 2021 • Pearl Holdings Acquisition Corp • Blank checks • Delaware
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 28th, 2022 • Chenghe Acquisition Co. • 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 Chenghe Acquisition Co., a Cayman Islands exempted company (the “Company”), and Chenghe Investment Co., a Cayman Islands limited liability company (the “Purchaser”).
UNDERWRITER COMMON STOCK PURCHASE WARRANT RenovoRx, Inc.RenovoRx, Inc. • June 15th, 2021 • Pharmaceutical preparations • New York
THIS UNDERWRITER 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 _____1 (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 RenovoRx, 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 is issued pursuant to the Underwriting Agreement.
CREDIT AGREEMENT Dated as of October 30, 2017Credit Agreement • March 23rd, 2018 • I3 Verticals, Inc. • Services-business services, nec • New York
This CREDIT AGREEMENT is entered into as of October 30, 2017 among i3 VERTICALS, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.
Osmotica Pharmaceuticals plc UNDERWRITING AGREEMENTUnderwriting Agreement • August 22nd, 2018 • Osmotica Pharmaceuticals LTD • Pharmaceutical preparations • New York
FRACTYL HEALTH, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 3rd, 2022 • Fractyl Health, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2022 between Fractyl Health, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT by and among WOODSIDE PETROLEUM LTD., AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [DATE]Deposit Agreement • March 30th, 2022 • Woodside Petroleum LTD • Crude petroleum & natural gas • New York
SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of [DATE], by and among (i) WOODSIDE PETROLEUM LTD., a company organized under the laws of the Commonwealth of Australia, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity and any successor depositary hereunder, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
KALEIDO BIOSCIENCES, INC. [ 🌑 ] Shares of Common Stock Underwriting AgreementKaleido Biosciences, Inc. • November 21st, 2018 • Biological products, (no disgnostic substances) • New York
Kaleido Biosciences, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ 🌑 ] shares of common stock, $0.001 par value per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [ 🌑 ] shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
COMMON STOCK PURCHASE WARRANTCoya Therapeutics, Inc. • October 28th, 2022 • Pharmaceutical preparations • New York
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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Coya Therapeutics, 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).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 28th, 2022 • Coya Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of _____, 2022 by and between Coya Therapeutics, Inc., a Delaware corporation (the “Company”), and _____ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
Achari Ventures Holdings Corp. I Clark, NJ 07066Letter Agreement • April 6th, 2021 • Achari Ventures Holdings Corp. I • 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 between Achari Ventures Holdings Corp. I, a Delaware corporation (the “Company”), and Chardan 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 7,500,000 of the Company’s units (including up to 1,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one-half of 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 regist
GENETA SCIENCE S.P.A. AND THE BANK OF NEW YORK MELLONDeposit Agreement • May 19th, 2021 • Genenta Science S.p.A. • Biological products, (no disgnostic substances) • New York
DEPOSIT AGREEMENT dated as of __________, 2021 among GENETA SCIENCE S.P.A., a company incorporated under the laws of Italy (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.
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • December 23rd, 2022 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Geoffrey Dow., 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 on or prior to the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from 60 Degrees Pharmaceuticals, LLC, a limited liability company (the “Company”), up to <WARRANT SHARES> shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant issued pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) entered into as of the Initial Exercise Date between the Company and the initial Holder.
WARRANT AGREEMENTWarrant Agreement • May 15th, 2023 • Bayview Acquisition Corp • Blank checks • New York
This agreement (“Agreement”) is made as of [ ], 2023 between Bayview Acquisition Corp, a Cayman Islands exempted company (“Company”), and American Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 27th, 2022 • SilverBox Engaged Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2022, is made and entered into by and among SilverBox Engaged Corp II, a Delaware corporation (the “Company”), SilverBox Engaged Sponsor II 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 AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • November 3rd, 2021 • Roman DBDR Tech Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of ___________, 2021, is made and entered into by and among Roman DBDR Tech Acquisition Corp. III, a Delaware corporation (the “Company”), Roman DBDR Tech Sponsor III LLC, a Delaware limited liability company (the “Sponsor”, together with 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 2nd, 2022 • Apollo Realty Income Solutions, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the _____ day of _______________, 2022, by and between Apollo Realty Income Solutions, Inc., a Maryland corporation (the “Company”), and _________________________ (“Indemnitee”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • January 28th, 2022 • Chenghe Acquisition Co. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _________, 2022, by and between Chenghe Acquisition Co., a Cayman Islands exempted company (the “Company”), and ____________(“Indemnitee”).
CREDIT AGREEMENT dated as of March 31, 2020 among ALCLEAR HOLDINGS, LLC, as Borrower, THE OTHER LOAN PARTIES PARTY HERETO, THE LENDERS PARTY HERETO, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A. as Sole Bookrunner...Credit Agreement • May 21st, 2021 • Clear Secure, Inc. • Services-prepackaged software • New York
CREDIT AGREEMENT dated as of March 31, 2020 (the “Effective Date”) (as it may be amended, modified, restated, or otherwise supplemented from time to time, this “Agreement”), among ALCLEAR HOLDINGS, LLC, a Delaware limited liability company, as the Borrower, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as the Administrative Agent.
] Shares ON DECK CAPITAL, INC. COMMON STOCK, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • November 4th, 2014 • On Deck Capital Inc • Finance services • New York
AMBEV S.A. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2013Deposit Agreement • June 20th, 2013 • Ambev S.A. • Beverages • New York
DEPOSIT AGREEMENT dated as of , 2013 among AMBEV S.A., a company incorporated under the laws of Brazil (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.
Bullpen Parlay Acquisition Company c/o Bullpen Capital San Francisco, CA 94105 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 22nd, 2021 • Bullpen Parlay Acquisition Co • 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 Bullpen Parlay Acquisition Company, a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc., as the underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including 3,000,000 units that may be purchased pursuant to the Underwriter’s 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 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 Public Offering pursuant to a registration statement on Form S-1 and a prospectus (t
ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE60 Degrees Pharmaceuticals, Inc. • December 23rd, 2022 • Pharmaceutical preparations
THIS ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE is duly authorized and validly issued at a 10% original issue discount by 60 Degrees Pharmaceuticals, LLC, a Washington DC limited liability corporation (the “Company”) (the “Note”).
