4,000,000 Units Tottenham Acquisition I Limited UNDERWRITING AGREEMENTUnderwriting Agreement • August 7th, 2018 • Tottenham Acquisition I LTD • Blank checks • New York
The undersigned, Tottenham Acquisition I Limited, a British Virgin Islands company (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2018 • Tottenham Acquisition I LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 1st day of August, 2018, by and among Tottenham Acquisition I Limited, a British Virgin Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
RIGHTS AGREEMENTRights Agreement • August 7th, 2018 • Tottenham Acquisition I LTD • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of August 1, 2018 between Tottenham Acquisition I Limited, a British Virgin Islands company, with offices at On Hing Building, 1-9 On Hing Terrance, Central, Hong Kong (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (the “Right Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 7th, 2018 • Tottenham Acquisition I LTD • Blank checks • New York
This Agreement is made as of August 1, 2018 by and between Tottenham Acquisition I Limited (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
WARRANT AGREEMENTWarrant Agreement • August 7th, 2018 • Tottenham Acquisition I LTD • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of August 1, 2018, by and between Tottenham Acquisitions I Limited, a British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
August 1, 2018Tottenham Acquisition I LTD • August 7th, 2018 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Tottenham Acquisition I Limited, a British Virgin Islands company (the “Company”), and Chardan Capital Markets, LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one redeemable warrant, each warrant entitling its holder to purchase one-half (1/2) of one Ordinary Share at an exercise price of $11.50 per full share (the “Warrants”), and one right to receive one-tenth (1/10) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 7th, 2018 • Tottenham Acquisition I LTD • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of August 1, 2018 (“Agreement”), by and among TOTTENHAM ACQUISITION I LIMITED, a British Virgin Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited liability trust company (the “Escrow Agent”).
MERGER AGREEMENT dated September 1, 2020 by and among Clene Nanomedicine, Inc., a Delaware corporation (the “Company”), Fortis Advisors LLC (“Shareholders’ Representative”), Tottenham Acquisition I Ltd., a British Virgin Islands company (the...Merger Agreement • September 2nd, 2020 • Tottenham Acquisition I LTD • Blank checks • Delaware
CLENE INC. EMPLOYMENT AGREEMENTEmployment Agreement • September 10th, 2020 • Tottenham Acquisition I LTD • Blank checks • Delaware
This Employment Agreement (this “Agreement”) is made and entered into on [*], 2020 (the “Effective Date”) by and between Clene Inc., a Delaware corporation (the “Company”) and [employee name] (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties,” and individually referred to as a “Party.”
LICENSE AGREEMENTLicense Agreement • October 19th, 2020 • Tottenham Acquisition I LTD • Blank checks • Delaware
THIS LICENSE AGREEMENT (“Agreement”) and the Supply Agreement are being entered between CLENE NANOMEDICINE, INC., a Delaware corporation (“Clene”) and 4LIFE RESEARCH, LLC, a Utah limited liability company (“4Life”) effective as of August 31, 2018 (the “Effective Date”). Clene and 4Life are sometimes collectively referred to herein collectively as the “Parties” or individually as a “Party.”
FORM OF SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • September 10th, 2020 • Tottenham Acquisition I LTD • Blank checks • Delaware
THIS SHAREHOLDER SUPPORT AGREEMENT, dated as of September 1, 2020 (the “Agreement”), by and between Tottenham Acquisition I Ltd., a British Virgin Islands company (“Parent”), and the undersigned, a stockholder (the “Holder”) of Clene Nanomedicine, Inc., a Delaware corporation (the “Company”).
HEALEY ALS PLATFORM TRIAL CLINICAL RESEARCH SUPPORT AGREEMENTClinical Research Support Agreement • October 19th, 2020 • Tottenham Acquisition I LTD • Blank checks • Massachusetts
THIS CLINICAL RESEARCH SUPPORT AGREEMENT (“Agreement”) is made and entered into as of September 27, 2019 (“Effective Date”) by and between Clene Nanomedicine, Inc. (“Company”) a Delaware corporation, duly organized under law, and having an address at 3165 E. Millrock Drive, Suite 325, Salt Lake City, UT 84121 and The General Hospital Corporation d/b/a Massachusetts General Hospital (“MGH”), a not-for-profit corporation organized under the laws of Massachusetts with its principal place of business at 55 Fruit Street, Boston, MA 02114. MGH and Company are each a (“Party”) to the Agreement and are collectively, the (“Parties”).
UNITS CONSISTING OF ONE ORDINARY SHARE, ONE WARRANT AND ONE RIGHT TO RECEIVE ONE-TENTH OF ONE ORDINARY SHARETottenham Acquisition I LTD • July 5th, 2018 • Blank checks
Each Unit (“Unit”) consists of one ordinary share, par value $.001 per share, of Tottenham Acquisition I Limited, a British Virgin Islands company (the “Company”), one redeemable warrant (“Warrant”) and one right (“Right”) to receive one-tenth (1/10) of an ordinary share. Each redeemable Warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share at a price of $11.50 per full share (subject to adjustment), upon the later to occur of (i) the Company’s completion of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”) or (ii) 12 months from the closing of the Company’s initial public offering. Every ten Rights entitles the holder thereof to receive one ordinary share upon consummation of the Company’s initial Business Combination. The ordinary shares, Rights and Warrants comprising the Units represented by this certific
RESALE LOCK-UP AGREEMENTResale Lock-Up Agreement • September 10th, 2020 • Tottenham Acquisition I LTD • Blank checks • Delaware
This Resale Lock-Up Agreement (this “Agreement”) is dated as of [*], 2020, by and between the shareholder set forth on the signature page to this Agreement (the “Holder”) and Chelsea Worldwide Inc., a company incorporated in the State of Delaware (the “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
SELLER REGISTRATION RIGHTS AGREEMENTSeller Registration Rights Agreement • September 10th, 2020 • Tottenham Acquisition I LTD • Blank checks • Delaware
THIS SELLER REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2020 by and among (i) Chelsea Worldwide Inc., a Delaware corporation (including any successor entity thereto, “Purchaser”), and (ii) the undersigned parties listed as “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INITIAL SHAREHOLDERS Forfeiture AgreementInitial Shareholders Forfeiture Agreement • September 10th, 2020 • Tottenham Acquisition I LTD • Blank checks
This Initial Shareholder Forfeiture Agreement (this “Agreement”) is entered into as of the 2nd day of September, 2020, by and among Tottenham Acquisition I Ltd., a British Virgin Islands company (the “Parent”), Clene Nanomedicine, Inc., a Delaware corporation (the “Company”) and the Parent’s Initial Shareholders (the “Holders”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
