REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 12th, 2021 • Osiris Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Osiris Acquisition Corp., a Delaware corporation (the “Company”), Osiris Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages 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 between OSIRIS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of May 13, 2021Warrant Agreement • May 18th, 2021 • Osiris Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 13, 2021, is by and between Osiris Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 18th, 2021 • Osiris Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 13, 2021 by and between Osiris Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
OSIRIS ACQUISITION CORP. NEW YORK, NY 10003Osiris Acquisition Corp. • March 12th, 2021 • Blank checks • New York
We are pleased to accept the offer Osiris Sponsor, LLC (the “Subscriber” or “you”) has made to purchase 8,625,000 shares of Class B common stock (the “Shares”), $0.01 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 1,125,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Osiris Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
Osiris Acquisition Corp. New York, NY 10003 Telephone: [ ] Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • April 2nd, 2021 • Osiris Acquisition Corp. • Blank checks • New York
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 Osiris Acquisition Corp., a Delaware corporation (the “Company”), and Jefferies LLC, (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 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 “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, as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) file
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 16th, 2023 • Osiris Acquisition Corp. • Blank checks • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of May 15, 2023 by and between Osiris Acquisition Corp., a Delaware corporation (the “Company”), and Jennifer DeCasper (“Indemnitee”).
23,000,000 Units OSIRIS ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • May 18th, 2021 • Osiris Acquisition Corp. • Blank checks • New York
Introductory. Osiris Acquisition Corp., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 23,000,000 units of the Company (the “Units”). The 23,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,450,000 Units as provided in Section 2. The additional 3,450,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Se
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 18th, 2021 • Osiris Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 13, 2021, is made and entered into by and among Osiris Acquisition Corp., a Delaware corporation (the “Company”), Osiris Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages 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”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • May 18th, 2021 • Osiris Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of May 13, 2021, by and between Osiris Acquisition Corp., a Delaware corporation (the “Company”), and Osiris Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 18th, 2021 • Osiris Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 13, 2021 (this “Agreement”), is entered into by and between Osiris Acqusition Corp., a Delaware corporation (the “Company”), and Osiris Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
Osiris Acquisition Corp. New York, NY 10003 Telephone: (914) 330-3850Letter Agreement • May 16th, 2023 • Osiris Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in connection with my appointment to the board of directors of Osiris Acquisition Corp., a Delaware corporation (the “Company”). Reference is made to the initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (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-third 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, as described in the Prospectus (as defined below). The Units were sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”), and the Units are listed on the New York Stock Exchange. Certain capitalized terms used herein a
OSIRIS ACQUISITION CORP. New York, NY 10003Letter Agreement • May 18th, 2021 • Osiris Acquisition Corp. • Blank checks • New York
This letter agreement by and between Osiris Acquisition Corp., a Delaware corporation (the “Company”) and Osiris Sponsor, LLC, a Delaware limited liability company (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed in connection with the Company’s initial public offering (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-254997) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
Osiris Acquisition Corp. New York, NY 10003 Telephone: (914) 330-3850 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • May 18th, 2021 • Osiris Acquisition Corp. • Blank checks • New York
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 Osiris Acquisition Corp., a Delaware corporation (the “Company”), and Jefferies LLC, (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 26,450,000 of the Company’s units (including up to 3,450,000 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, as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) file
AMENDMENT NO. 1 TO PROMISSORY NOTEPromissory Note • April 24th, 2023 • Osiris Acquisition Corp. • Blank checks • New York
This Amendment No. 1, dated as of April 24, 2023 (this “Amendment”) to that certain Promissory Note, principal amount up to $1,600,000 (the “Note”), issued on April 12, 2022, is entered into by and among Osiris Acquisition Corp., a Delaware Corporation and blank check company (the “Maker”) and Osiris Sponsor, LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”).
