5,000,000 Units IGNYTE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2021 • Ignyte Acquisition Corp. • Blank checks • New York
Ignyte Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • February 1st, 2021 • Ignyte Acquisition Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of January 27, 2021 between Ignyte Acquisition Corp., a Delaware corporation, with offices at 277 Park Avenue, 26th Floor, New York, New York 10172 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2021 • Ignyte Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of January 27, 2021, by and among Ignyte Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
PEAK BIO, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 7th, 2022 • Peak Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [•], 2022 and is between Peak Bio, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 1st, 2021 • Ignyte Acquisition Corp. • Blank checks • Delaware
This Agreement, made and entered into effective as of January 27, 2021 (“Agreement”), by and between Ignyte Acquisition Corp., a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 7th, 2022 • Peak Bio, Inc. • Biological products, (no disgnostic substances) • California
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 3, 2022 (the “Execution Date”), is by and between White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), and Peak Bio, Inc., a Delaware corporation (f/k/a Ignyte Acquisition Corp., the “Company”).
EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 January 27, 2021Ignyte Acquisition Corp. • February 1st, 2021 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Ignyte Acquisition Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-252011) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
Ignyte Acquisition Corp. New York, New York 10172 EarlyBirdCapital, Inc. New York, NY 10017Letter Agreement • April 15th, 2021 • Ignyte Acquisition Corp. • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Ignyte Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant (“Warrant”), each whole Warrant exercisable for one share of Common Stock. Certain capitalized terms used herein are defined in paragraph 12 hereof.
Form of Amended and Restated Warrant Agreement AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • November 2nd, 2022 • Ignyte Acquisition Corp. • Biological products, (no disgnostic substances) • New York
This AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”) is made as of October 31, 2022 between Ignyte Acquisition Corp., a Delaware corporation, with offices at 640 Fifth Avenue, 4th Floor, New York, New York 10019 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 7th, 2022 • Peak Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 1, 2022, by and among Peak Bio, Inc., a Delaware corporation (the “Company”) (f/k/a Ignyte Acquisition Corp., a Delaware corporation (“Ignyte”)), Ignyte Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned stockholders listed under “Holder” on the signature page hereto, including the Key Company Stockholder (each such party, a “Holder” and collectively the “Holders”). Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 1st, 2021 • Ignyte Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of January 27, 2021 by and between Ignyte Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • January 11th, 2021 • Ignyte Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [●], 2021 (“Agreement”), by and among Ignyte Acquisition Corp., a Delaware corporation (“Company”), the stockholder of the Company listed on Exhibit A hereto (the “Founder”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (“Escrow Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 1st, 2023 • Peak Bio, Inc. • Biological products, (no disgnostic substances)
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on __________, 2023, by and between Peak Bio, Inc., a Delaware corporation (“Peak” or the “Company”)), and the undersigned subscriber (the “Investor”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 5th, 2024 • Peak Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 4, 2024, is among Akari Therapeutics, Plc (“Parent”), a public company limited by shares incorporated in England and Wales, Pegasus Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of Parent, and Peak Bio, Inc. (the “Company”), a Delaware corporation.
LOCK-UP AGREEMENT by and among IGNYTE ACQUISITION CORP., PEAK BIO CO., LTD., and certain STOCKHOLDERS OF PEAK BIO CO., LTD. Dated as of November 1, 2022Lock-Up Agreement • November 7th, 2022 • Peak Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
This Lock-Up Agreement (this “Agreement”) is made and entered into as of November 1, 2022, by and among Ignyte Acquisition Corp., a Delaware corporation (“Ignyte”), Peak Bio Co., Ltd., a corporation organized under the laws of the Republic of Korea (the “Company”), the executive officers and members of the board of directors of Peak Bio, Inc. (formerly known as, prior to the Closing, Ignyte), and those stockholders of the Company listed on the signature pages hereto (each, a “Lock-Up Party” and, collectively, the “Lock-Up Parties”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 5th, 2024 • Peak Bio, Inc. • Biological products, (no disgnostic substances)
This Voting and Support Agreement (this “Agreement”) is made and entered into as of [•], 2024 (the “Agreement Date”), by and among Peak Bio, Inc. (the “Company”), a Delaware corporation and [SHAREHOLDER] (the “Shareholder”). Each of the Company and the Shareholder are sometimes referred to as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Merger Agreement (as defined below).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 5th, 2024 • Peak Bio, Inc. • Biological products, (no disgnostic substances)
This Voting and Support Agreement (this “Agreement”) is made and entered into as of [•], 2024 (the “Agreement Date”), by and among Akari Therapeutics, Plc, a public company limited by shares incorporated in England and Wales (“Parent”), and [Stockholder] (the “Stockholder”). Each of Parent and the Stockholder are sometimes referred to as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Merger Agreement (as defined below).
SECOND AMENDMENT TO LOCK-UP AGREEMENTLock-Up Agreement • April 21st, 2023 • Peak Bio, Inc. • Biological products, (no disgnostic substances)
This Second Amendment to Lock-Up Agreement (this “Amendment”) is made as of April 4, 2023 (the “Effective Date”) by and among Peak Bio, Inc. (f/k/a Ignyte Acquisition Corp.), a Delaware corporation (the “Company”), Peak Bio Co., Ltd., a corporation organized under the laws of the Republic of Korea (“Peak Bio Korea”), and certain stockholders of Peak Bio Korea (the “Lock-Up Parties”).
PAYMENT AGREEMENTPayment Agreement • November 2nd, 2022 • Ignyte Acquisition Corp. • Biological products, (no disgnostic substances) • New York
This Payment Agreement (this “Agreement”) is made as of November 1, 2022, by and among Ignyte Acquisition Corp. (the “Company”) and Ingalls & Snyder, LLC (“Ingalls”). Together, the parties to this Agreement will be referred to herein as the “Parties” and each a “Party.”
Form of Amendment to Lock-Up Agreement AMENDMENT TO LOCK-UP AGREEMENTLock-Up Agreement • January 4th, 2023 • Peak Bio, Inc. • Biological products, (no disgnostic substances)
This Amendment to Lock-Up Agreement (this “Amendment”) is made as of January 4, 2023 (the “Effective Date”) by and among Peak Bio, Inc. (f/k/a Ignyte Acquisition Corp.), a Delaware corporation (the “Company”), Peak Bio Co., Ltd., a corporation organized under the laws of the Republic of Korea (“Peak Bio Korea”), and certain stockholders of Peak Bio Korea (the “Lock-Up Parties”).
AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT BETWEEN PEAK BIO, INC. AND WHITE LION CAPITAL LLCCommon Stock Purchase Agreement • March 17th, 2023 • Peak Bio, Inc. • Biological products, (no disgnostic substances)
THIS AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective March 13, 2023 (the “Amendment Effective Date”), is by and between Peak Bio, Inc. (the “Company”) and White Lion Capital LLC (the “Investor”) and amends the Common Stock Purchase Agreement between the Company and Investor dated November 3, 2022 (the “Agreement”). All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • November 2nd, 2022 • Ignyte Acquisition Corp. • Biological products, (no disgnostic substances)
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on October 31, 2022, by and between Ignyte Acquisition Corp., a Delaware corporation (“Ignyte”), and the undersigned subscriber (the “Investor”).
SECOND AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT BETWEEN PEAK BIO, INC. AND WHITE LION CAPITAL LLCCommon Stock Purchase Agreement • August 15th, 2023 • Peak Bio, Inc. • Biological products, (no disgnostic substances)
THIS SECOND AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective August 14, 2023 (the “Second Amendment Effective Date”), is by and between Peak Bio, Inc. (the “Company”) and White Lion Capital, LLC (the “Investor”), and amends the Common Stock Purchase Agreement between the Company and Investor dated November 3, 2022 (the “Initial Agreement”), as amended by the Amendment to Common Stock Purchase Agreement effective March 13, 2023 (the “First Amendment” and, such First Amendment collectively with the Initial Agreement, the “Agreement”). All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.
COMMON STOCK PURCHASE AGREEMENT Dated as of November 3, 2022 by and between Peak Bio, Inc. and WHITE LION CAPITAL LLCCommon Stock Purchase Agreement • November 7th, 2022 • Peak Bio, Inc. • Biological products, (no disgnostic substances) • New York
This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 3, 2022 (the “Execution Date”), by and between White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), and Peak Bio, Inc., a Delaware corporation (f/k/a Ignyte Acquisition Corp., the “Company”).
ContractPeak Bio, Inc. • May 1st, 2023 • Biological products, (no disgnostic substances) • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON ITS CONVERSION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) SUCH TRANSACTION IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OR (2) THE COMPANY IS PROVDED WITH AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, STATING THAT SUCH TRANSACTION IS IN COMPLIANCE WITH EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. NO TRANSFER OF ANY INTEREST IN THIS NOTE OR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE EFFECTED WITHOUT FIRST SURRENDERING THIS NOTE TO THE COMPANY OR ITS TRANSFER AGENT.
Ignyte Acquisition Corp. 277 Park Avenue, 26th Floor New York, New York 10172Ignyte Acquisition Corp. • January 11th, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of securities of Ignyte Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Ignyte Sponsor LLC (the “Sponsor”) shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 277 Park Avenue, 26th Floor, New York, NY 10172 (or any successor location). In exchange therefore, the Company shall pay the Sponsor the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. Sponsor hereby agrees
ContractPeak Bio, Inc. • December 22nd, 2023 • Biological products, (no disgnostic substances) • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON ITS CONVERSION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) SUCH TRANSACTION IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OR (2) THE COMPANY IS PROVDED WITH AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, STATING THAT SUCH TRANSACTION IS IN COMPLIANCE WITH EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. NO TRANSFER OF ANY INTEREST IN THIS NOTE OR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE EFFECTED WITHOUT FIRST SURRENDERING THIS NOTE TO THE COMPANY OR ITS TRANSFER AGENT.
AMENDMENT TO KEY COMPANY STOCKHOLDER FORWARD PURCHASE AGREEMENTKey Company Stockholder Forward Purchase Agreement • January 4th, 2023 • Peak Bio, Inc. • Biological products, (no disgnostic substances)
This Amendment to Key Company Stockholder Forward Purchase Agreement (this “Amendment”) is made as of December 29, 2022 (the “Effective Date”) by and between Peak Bio, Inc. (f/k/a Ignyte Acquisition Corp.), a Delaware corporation (the “Company”), and Hoyoung Huh, M.D., Ph.D. (the “Investor”).
PAYMENT AGREEMENTPayment Agreement • November 2nd, 2022 • Ignyte Acquisition Corp. • Biological products, (no disgnostic substances) • New York
This Payment Agreement (this “Agreement”) is made as of November 1, 2022, by and among Ignyte Acquisition Corp. (the “Company”) and Ignyte Sponsor LLC (“Sponsor”). Together, the parties to this Agreement will be referred to herein as the “Parties” and each a “Party.”
FORWARD SHARE PURCHASE AGREEMENTEscrow Agreement • October 27th, 2022 • Ignyte Acquisition Corp. • Biological products, (no disgnostic substances) • Delaware
This Forward Share Purchase Agreement (this “Agreement”) is entered into as of October 25, 2022, by and among Ignyte Acquisition Corp., a Delaware corporation (“Ignyte”) and Frost Gamma Investments Trust (the “Investor”). Each of Ignyte and the Investor are individually referred to herein as a “Party” and collectively as the “Parties”.
Ignyte Acquisition Corp. 640 Fifth Avenue, 4th Floor New York, NY 10019Ignyte Acquisition Corp. • February 1st, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of securities of Ignyte Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Ignyte Sponsor LLC (the “Sponsor”) shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 640 Fifth Avenue, 4th Floor, New York, NY 10019 (or any successor location). In exchange therefore, the Company shall pay the Sponsor the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. Sponsor hereby agrees
Ignyte Acquisition Corp. 277 Park Avenue, 26th Floor New York, New York 10172 EarlyBirdCapital, Inc. 366 Madison Ave 8th Floor New York, NY 10017Letter Agreement • April 15th, 2021 • Ignyte Acquisition Corp. • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Ignyte Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant (“Warrant”), each whole Warrant exercisable for one share of Common Stock. Certain capitalized terms used herein are defined in paragraph 12 hereof.
PEAK BIO, INC. CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • December 22nd, 2023 • Peak Bio, Inc. • Biological products, (no disgnostic substances)
This Convertible Note Subscription Agreement (this “Subscription Agreement”) is made as of the 18th day of December, 2023, by and among Peak Bio, Inc., a Delaware corporation (the “Peak”), and each of the investors listed on Exhibit A attached to this Agreement (each an “Investor” and together the “Investors”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 1st, 2021 • Ignyte Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of January 27, 2021 (“Agreement”), by and among Ignyte Acquisition Corp., a Delaware corporation (“Company”), the stockholder of the Company listed on Exhibit A hereto (the “Founder”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (“Escrow Agent”).
SECURITY AGREEMENTSecurity Agreement • January 29th, 2024 • Peak Bio, Inc. • Biological products, (no disgnostic substances)
This Security Agreement (this “Agreement”) by and among (i) PEAK BIO, INC., a Delaware corporation (the “Company”), PEAK BIO CO., LTD., a company orgainized under the laws of the Republic of Korea (“Peak Bio Korea”), PEAK BIO CA, INC., a California corporaiton (“Peak Bio California” and collectively with the Company and Peak Bio Korea, the “Company Entities”), and (ii) Hoyoung Huh (the “Lender”) is made as of this 23rd day of January, 2024.
