s-1-a Sample Contracts

Supernova Partners Acquisition Co II, Ltd.SUPERNOVA PARTNERS ACQUISITION COMPANY II, LTD. 25,000,000 Units Underwriting Agreement (February 23rd, 2021)

Supernova Partners Acquisition Company II, Ltd., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 25,000,000 units of the Company (the “Firm Units”) and, at the option of the Underwriters, up to an additional 3,750,000 units of the Company (the “Option Units”). The Firm Units and the Option Units are herein referred to as the “Units.”

FinTech Evolution Acquisition GroupINVESTMENT MANAGEMENT TRUST AGREEMENT (February 23rd, 2021)

This Investment Management Trust Agreement (this “Agreement”) is made effective as of ___, 2021, by and between FinTech Evolution Acquisition Group, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

LDH Growth Corp IINDEMNITY AGREEMENT (February 23rd, 2021)

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between LDH Growth Corp I, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).

LDH Growth Corp IPRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (February 23rd, 2021)

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [•], 2021, is entered into by and between LDH Growth Corp I, a Cayman Islands exempted company (the “Company”), and LDH Sponsor LLC, a Delaware limited liability company (the “Purchaser”).

Twin Ridge Capital Acquisition Corp.REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (February 23rd, 2021)

THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Twin Ridge Capital Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and each individual named on the signature pages hereto (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”).

Athena Technology Acquisition Corp.Athena Technology Acquisition Corp. (February 23rd, 2021)

This letter agreement by and between Athena Technology Acquisition Corp. (the “Company”) and Athena Technology Sponsor LLC (“Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

DHB Capital Corp.DHB Capital Corp. Glen Cove, New York 11542 (February 23rd, 2021)

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between DHB Capital Corp., a Delaware corporation (the “Company”), and BofA Securities, Inc. and RBC Capital Markets, LLC as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 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 “Class A Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospe

DHB Capital Corp.REGISTRATION RIGHTS AGREEMENT (February 23rd, 2021)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among DHB Capital Corp., a Delaware corporation (the “Company”), DHB Capital LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (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”).

Cannabics Pharmaceuticals Inc.Amended and RESTATED SECURITIES PURCHASE AGREEMENT (February 23rd, 2021)

This AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 22, 2021, is by and among Cannabics Pharmaceuticals Inc., a Nevada corporation with offices located at #3 Bethesda Metro Center, #700, Bethesda, Maryland 20814 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

DHB Capital Corp.INDEMNITY AGREEMENT (February 23rd, 2021)

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and DHB Capital Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).

FinTech Evolution Acquisition GroupPRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (February 23rd, 2021)

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between FinTech Evolution Acquisition Group, a Cayman Islands exempted company (the “Company”), and Fintech Evolution Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).

Twin Ridge Capital Acquisition Corp.INDEMNITY AGREEMENT (February 23rd, 2021)

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).

FinTech Evolution Acquisition GroupFinTech Evolution Acquisition Group 20,000,000 Units Underwriting Agreement (February 23rd, 2021)

FinTech Evolution Acquisition Group, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriter named in Schedule I hereto (the “Underwriter”) an aggregate of 20,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriter, up to 3,000,000 additional units, if any (the “Optional Units,” the Optional Units that the Underwriter elect to purchase pursuant to Section 2 hereof, together with the Firm Units, being collectively called the “Units”).

Warrior Technologies Acquisition Co20,000,000 Units ($10.00 per Unit) UNDERWRITING AGREEMENT (February 23rd, 2021)
DHC Acquisition Corp.Form of Administrative Services Agreement DHC ACQUISITION CORP. (February 23rd, 2021)
DHB Capital Corp.DHB Capital Corp. (February 23rd, 2021)

This letter agreement by and between DHB Capital Corp. (the “Company”) and DHB Capital LLC (“Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

DHB Capital Corp.PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (February 23rd, 2021)

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between DHB Capital Corp., a Delaware corporation (the “Company”), and DHB Capital LLC, a Delaware limited liability company (the “Purchaser”).

DHC Acquisition Corp.Form of DHC Acquisition Corp. 25,000,000 Units1 UNDERWRITING AGREEMENT (February 23rd, 2021)
DHC Acquisition Corp.FORM OF INDEMNITY AGREEMENT (February 23rd, 2021)

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between DHC Acquisition Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).

Orion Acquisition Corp.30,000,000 Units Orion Acquisition Corp. UNDERWRITING AGREEMENT (February 23rd, 2021)

Reference is made to the materials used in the testing the waters presentation made to potential investors by the Company, to the extent such materials are deemed to be a “written communication” within the meaning of Rule 405 under the Act.

Orion Acquisition Corp.SERVICES AGREEMENT (February 23rd, 2021)

This Services Agreement (this “Agreement”) is dated as of February 12, 2021 (the “Effective Date”) by and between Orion Healthcare Acquisition Partners, LLC, a Delaware limited liability company (“Orion”) and Halle Orion Holdings LLC, a Delaware limited liability company (“Halle”). Orion and Halle are each referred to individually as a “Party,” and collectively the “Parties,” under this Agreement.

DHB Capital Corp.INVESTMENT MANAGEMENT TRUST AGREEMENT (February 23rd, 2021)

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

Nocturne Acquisition CorpLa Jolla, CA 92037 Re: Initial Public Offering Ladies and Gentlemen: (February 23rd, 2021)

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Nocturne Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Chardan Capital Markets, LLC (the “Representative”), as the representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”) and one right (the “Right”). Each Right entitles the holder thereof to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration state

Supernova Partners Acquisition Co II, Ltd.WARRANT AGREEMENT between SUPERNOVA PARTNERS ACQUISITION COMPANY II, LTD. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated [●], 2021 (February 23rd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Supernova Partners Acquisition Company II, Ltd., a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).

Supernova Partners Acquisition Co II, Ltd.REGISTRATION RIGHTS AGREEMENT (February 23rd, 2021)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Supernova Partners Acquisition Company II, Ltd., a Cayman Islands exempted company (the “Company”), Supernova Partners II LLC, a Cayman Islands 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”).

Athena Technology Acquisition Corp.WARRANT AGREEMENT between ATHENA TECHNOLOGY ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (February 23rd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Athena Technology 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”).

Athena Technology Acquisition Corp.Athena Technology Acquisition Corp. 25,000,000 Units 1 UNDERWRITING AGREEMENT (February 23rd, 2021)

Athena Technology Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as Representative (the “Representative”), an aggregate of 25,000,000 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 3,750,000 additional Units to cover over-allotments (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. Certain capitalized te

FinTech Evolution Acquisition GroupREGISTRATION RIGHTS AGREEMENT (February 23rd, 2021)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February [ ], 2021, is made and entered into by and among FinTech Evolution Acquisition Group, a Cayman Islands exempted company (the “Company”), Fintech Evolution Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed 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”).

Athena Technology Acquisition Corp.REGISTRATION RIGHTS AGREEMENT (February 23rd, 2021)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Athena Technology Acquisition Corp., a Delaware corporation (the “Company”), Athena Technology Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (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”).

Twin Ridge Capital Acquisition Corp.INVESTMENT MANAGEMENT TRUST AGREEMENT (February 23rd, 2021)

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Twin Ridge Capital Acquisition Corp. a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

Athena Technology Acquisition Corp.INDEMNITY AGREEMENT (February 23rd, 2021)

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

Sun Country Airlines Holdings, Inc.CREDIT AGREEMENT dated as of February 10, 2021 among SCA ACQUISITION, LLC, as Holdings, SUN COUNTRY, INC., as Borrower, THE LENDERS AND ISSUING BANKS PARTY HERETO, BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, BARCLAYS BANK PLC, ... (February 23rd, 2021)

CREDIT AGREEMENT, dated as of February 10, 2021 (this “Agreement”), among SCA ACQUISITION, LLC, a Delaware limited liability company (“Holdings”), SUN COUNTRY, INC., a Minnesota corporation (the “Borrower”), the LENDERS and ISSUING BANKS party hereto from time to time, and BARCLAYS BANK PLC, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders and Collateral Agent for the Secured Parties.

LDH Growth Corp IWARRANT AGREEMENT (February 23rd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2021, is by and between LDH Growth Corp I, 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”).

Supernova Partners Acquisition Co II, Ltd.INDEMNITY AGREEMENT (February 23rd, 2021)

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Supernova Partners Acquisition Company II, Ltd., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).

DHB Capital Corp.WARRANT AGREEMENT (February 23rd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between DHB Capital 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”, and also referred to herein as the “Transfer Agent”).