Drs-a Sample Contracts

INDEMNITY AGREEMENT
Indemnity 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 AGREEMENT
Registration 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”).

10,000,000 Units UNDERWRITING AGREEMENT
Underwriting Agreement • October 28th, 2021 • LIV Capital Acquisition Corp. II • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment 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”).

ZI TOPRUN ACQUISITION CORP. WARRANT AGREEMENT
Warrant 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”).

Bullpen Parlay Acquisition Company 20,000,000 Units1 UNDERWRITING AGREEMENT
Underwriting 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 AGREEMENT among MUSCLE MAKER, INC. and ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters
Underwriting Agreement • November 15th, 2019 • Muscle Maker, Inc. • Retail-eating & drinking places • New York

The undersigned, Muscle Maker, Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) and set forth on Schedule 4 attached hereto, as being subsidiaries or affiliates of Muscle Maker, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the Underwriters named in Schedule 1 hereto (the “Representative” and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

UNDERWRITING AGREEMENT
Underwriting 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 Islands
Chenghe 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 AGREEMENT
Registration 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”).

FORM OF INDEMNITY AGREEMENT
Indemnity Agreement • April 6th, 2021 • Achari Ventures Holdings Corp. I • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Achari Ventures Holdings Corp. I, a Delaware corporation (the “Company”), and (“Indemnitee”).

FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private 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”).

CREDIT AGREEMENT Dated as of October 30, 2017
Credit 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 AGREEMENT
Underwriting Agreement • August 22nd, 2018 • Osmotica Pharmaceuticals LTD • Pharmaceutical preparations • New York
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).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 3rd, 2021 • Athena Bitcoin Global • Finance services • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of March 27th, 2020 (the “Effective Date”) by and between, on the one hand, GamePlan, Inc., a Nevada corporation (“GamePlan”), jointly and severally with its wholly-owned subsidiary, Athena Bitcoin, Inc., a Delaware corporation (“Athena”) (collectively, the “Company”), and the undersigned individual (“Indemnitee”). The Company and Indemnitee are sometimes hereinafter referred to individually as a “Party” and, collectively, as the “Parties”.

KALEIDO BIOSCIENCES, INC. [ 🌑 ] Shares of Common Stock Underwriting Agreement
Kaleido 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”.

INDEMNIFICATION AGREEMENT
Indemnification 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.

GENETA SCIENCE S.P.A. AND THE BANK OF NEW YORK MELLON
Deposit 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.

REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
Registration 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”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 11th, 2017 • Hennessy Capital Acquisition Corp. III • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2017, is made and entered into by and among Hennessy Capital Acquisition Corp. III, a Delaware corporation (the “Company”), Hennessy Capital Partners III, LLC., a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders 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”).

WARRANT AGREEMENT
Warrant Agreement • January 28th, 2022 • Chenghe Acquisition Co. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2022, is by and between Chenghe Acquisition Co., 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”).

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.

INDEMNIFICATION AGREEMENT
Indemnification 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 AGREEMENT
Form 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”).

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 , 2013
Deposit 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.

] Shares ON DECK CAPITAL, INC. COMMON STOCK, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • November 4th, 2014 • On Deck Capital Inc • Finance services • New York
Ping Identity Holding Corp. Common Stock, par value $0.001 per share Underwriting Agreement(1)
Underwriting Agreement • August 5th, 2019 • Roaring Fork Holding, Inc. • Services-prepackaged software • New York

Ping Identity Holding Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares and, at the election of the Underwriters, up to additional shares of Common Stock, par value $0.001 (“Stock”) of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of shares and, at the election of the Underwriters, up to additional shares of Stock. The aggregate of shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of additional shares to be sold by the Company and the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect

INCEPTION MERGER SUB, INC. (to be merged with and into RACKSPACE HOSTING, Inc.) as Issuer and the Subsidiary Guarantors party hereto from time to time 8.625% Senior Notes due 2024 INDENTURE Dated as of November 3, 2016 Wells Fargo Bank, National...
Indenture • June 18th, 2020 • Rackspace Technology, Inc. • Services-computer programming, data processing, etc. • New York

INDENTURE, dated as of November 3, 2016, among Inception Merger Sub, Inc., a Delaware corporation (“Merger Sub”), the Subsidiary Guarantors party hereto from time to time (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • April 6th, 2021 • Achari Ventures Holdings Corp. I • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021, by and between Achari Ventures Holdings Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WARRANT AGREEMENT BULLPEN PARLAY ACQUISITION COMPANY and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated [•], 2021
Warrant Agreement • October 22nd, 2021 • Bullpen Parlay Acquisition Co • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2021, is by and between Bullpen Parlay Acquisition Company, a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability company, as warrant agent (in such capacity, the “Warrant Agent”).

WARRANT AGREEMENT between LONGVIEW ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Warrant Agreement • April 15th, 2020 • Longview Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [_______], 2020, is by and between Longview 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”; also referred to herein as the “Transfer Agent”).

CURO Financial Technologies Corp. as the Issuer and the Guarantors party hereto aggregate principal amount of 12.000% SENIOR SECURED NOTES DUE 2022 INDENTURE Dated as of February 15, 2017 TMI Trust Company as Trustee and Collateral Agent
Indenture • August 21st, 2017 • CURO Group Holdings Corp. • Finance services • New York

INDENTURE dated as of February 15, 2017, among CURO Financial Technologies Corp., a Delaware corporation (the “Company”), the Guarantors (as defined herein) from time to time party hereto and TMI Trust Company, as trustee and collateral agent.

SECURITY AGREEMENT
Security Agreement • January 21st, 2022 • Sharps Technology Inc. • Surgical & medical instruments & apparatus • Wyoming

This SECURITY AGREEMENT, dated as of December 14, 2021 (this “Agreement”), is among Sharps Technology, Inc., a Wyoming corporation (the “Company”), all of the Subsidiaries of the Company, if any (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s Secured Promissory Notes, in the original aggregate principal amount of $2,000,000 (collectively, the “Notes”), signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”), issued pursuant to the terms of that certain Note Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”).

DEPOSIT AGREEMENT by and among AMEC PLC AND DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER Dated as of [date], 2014
Deposit Agreement • September 22nd, 2014 • Amec PLC • Services-engineering services • New York

DEPOSIT AGREEMENT, dated as of , 2014, by and among (i) AMEC plc (registered number: 01675285), a company incorporated under the laws of England and Wales, whose registered address at the date of this Deposit Agreement is at Booths Park, Chelford Road, Knutsford, Cheshire WA16 8QZ, United Kingdom, and 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, whose principal executive office at the date of this Deposit Agreement is 60 Wall Street, New York, NY 10005, United States of America, and any successor depositary hereunder (the “Depositary”), 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).