UNDERWRITING AGREEMENT between LONGEVITY ACQUISITION CORPORATION and CANTOR FITZGERALD & CO. Dated: August 28, 2018Underwriting Agreement • August 31st, 2018 • Longevity Acquisition Corp • Blank checks • New York
The undersigned, Longevity Acquisition Corporation, a British Virgin Islands company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or 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 (if any) being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald) as follows:
Longevity Acquisition Corporation West Wing, Yongda International Tower No. 2277 Longyang Road, Pudong District, Shanghai Republic of China June 6, 2018Longevity Acquisition Corp • August 8th, 2018 • Blank checks • Virgin Islands
Longevity Acquisition Corporation, a British Virgin Islands business company (the “Company”), is pleased to accept the offer Whale Management Corporation, a British Virgin Islands business company (the “Subscriber” or “you”), has made to purchase 1,150,000 ordinary shares (the “Shares”), $0.0001 par value per share (the “Ordinary Shares”), up to 150,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 31st, 2018 • Longevity Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of August 28, 2018, by and among Longevity Acquisition Corporation, a British Virgin Islands company (the “Company”), Whale Management Corporation (the “Sponsor”), and any other holder of Registrable Securities (as defined below) which becomes a party to this Agreement pursuant to Section 6.2.
WARRANT AGREEMENTWarrant Agreement • August 31st, 2018 • Longevity Acquisition Corp • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of August 28, 2018 between Longevity Acquisition Corporation, a British Virgin Islands company, with offices at Suite 906, Tower W1, Oriental Plaza, No. 1 East Chang’an Street, Dongcheng District, Beijing, People’s Republic of China (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Warrant Agent”).
RIGHTS AGREEMENTRights Agreement • August 31st, 2018 • Longevity Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of August 28, 2018 between Longevity Acquisition Corporation, a British Virgin Islands company, with offices at Yongda International Tower No. 2277 Longyang Road, Pudong District, Shanghai People’s Republic of China (“Company”), and Continental Stock Transfer& Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • August 31st, 2018 • Longevity Acquisition Corp • Blank checks • Virgin Islands
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 28th day of August, 2018, by and between Longevity Acquisition Corporation, a British Virgin Islands business company (the “Company”), having its principal place of business at Yongda International Tower No. 2277 Longyang Road, Pudong District, Shanghai, People’s Republic of China, and Cantor Fitzgerald & Co. (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • August 15th, 2018 • Longevity Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August __, 2018, by and between LONGEVITY ACQUISITION CORPORATION, a British Virgin Islands business company organized with limited liability (the “Company”), and _____________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 31st, 2018 • Longevity Acquisition Corp • Blank checks • New York
This Agreement is made as of August 28, 2018 by and between Longevity Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Lock-Up AgreementLock-Up Agreement • October 22nd, 2020 • Longevity Acquisition Corp • Blank checks • New York
As an inducement to 4D pharma plc (“Parent”) to enter into an agreement and plan of merger (the “Merger Agreement”) among Parent, Dolphin Merger Sub Limited (“Merger Sub”) and Longevity Acquisition Corporation (the “Company”), pursuant to which the Company becomes merged with and into Merger Sub, and the Merger Sub shareholders receive, in respect of their shares of Company Ordinary Shares, shares of Parent Ordinary Shares (“Parent Shares”), all as set forth in the Merger Agreement. The undersigned hereby agrees that without, in each case, the prior written consent of Parent, during the Lock-Up Period (as defined below), the undersigned will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Parent Shares or any securities convertible into, exerc
Longevity Acquisition Corporation Yongda International Tower No. 2277 Longyang Road, Pudong District, Shanghai People’s Republic of ChinaLetter Agreement • August 15th, 2018 • Longevity Acquisition Corp • Blank checks • New York
This letter agreement will confirm our agreement that, commencing on the first date (the “Effective Date”) that any securities of Longevity Acquisition Corporation (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the Nasdaq Capital Market, and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Puhui Wealth Investment Management (Beijing) Co., Ltd. (“Puhui”) shall make available to the Company certain office space, utilities and secretarial and administrative services as may be required by the Company from time to time, situated at Yongda International Tower No. 2277, Longyang Road, Pudong District, Shanghai, People’s Republic of China (or any successor location). In ex
AGREEMENT AND PLAN OF MERGER by and among 4D PHARMA PLC, DOLPHIN MERGER SUB LIMITEDAgreement and Plan of Merger • October 22nd, 2020 • Longevity Acquisition Corp • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 21, 2020 (the “date hereof”), is made by and among 4D pharma plc, a public limited company incorporated under the laws of England and Wales (“Parent”), Dolphin Merger Sub Limited, a British Virgin Islands company limited by shares (“Merger Sub”), and Longevity Acquisition Corporation, a British Virgin Islands company limited by shares (the “Company”). The Company, Parent and Merger Sub will each be referred to herein from time to time as a “Party” and, collectively, as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE X below.
Longevity Acquisition CorporationLetter Agreement • August 31st, 2018 • Longevity Acquisition Corp • Blank checks • New York
This letter agreement will confirm our agreement that, commencing on the first date (the “Effective Date”) that any securities of Longevity Acquisition Corporation (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the Nasdaq Capital Market, and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Puhui Wealth Investment Management (Beijing) Co., Ltd. (“Puhui”) shall make available to the Company certain office space, utilities and secretarial and administrative services as may be required by the Company from time to time, situated at Yongda International Tower No. 2277, Longyang Road, Pudong District, Shanghai, People’s Republic of China (or any successor location). In ex
BACKSTOP AGREEMENTBackstop Agreement • October 22nd, 2020 • Longevity Acquisition Corp • Blank checks • New York
This Backstop Agreement (this "Agreement") is made as of this _____ day of October, 2020 by and among 4d pharma plc, a UK limited company (the “Company”), Longevity Acquisition Corporation, a British Virgin Islands exempted company ("LOAC"), Whale Management Corporation, a British Virgin Islands exempted company (the "SPAC Sponsor") and [ ], a [ ] company (the "Buyer").
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 22nd, 2020 • Longevity Acquisition Corp • Blank checks • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of October 21, 2020, is by and between 4D pharma plc, a public limited company incorporated under the laws of England and Wales (“Parent”), and the Person set forth on Schedule A (the “Shareholder”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
