13,000,000 Units1 Software Acquisition Group Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • November 25th, 2019 • Software Acquisition Group Inc. • Blank checks • New York
CURIOSITYSTREAM INC. (a Delaware corporation) 6,500,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 8th, 2021 • CuriosityStream Inc. • Services-motion picture & video tape production • New York
CuriosityStream Inc., a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.0001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 975,000 additional shares of Common Stock. The aforesaid 6,500,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriters and all or a
Software Acquisition Group Inc.Securities Subscription Agreement • July 15th, 2019 • Software Acquisition Group Inc. • Blank checks • New York
This agreement (the “Agreement”) is entered into on June 25, 2019 by and between Software Acquisition Holdings LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Software Acquisition Group Inc., a Delaware corporation (the “Company,” “we” or ” us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 3,593,750 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 468,750 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • November 8th, 2019 • Software Acquisition Group Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2019, by and between Software Acquisition Group Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 25th, 2019 • Software Acquisition Group Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 19, 2019, is made and entered into by and among Software Acquisition Group Inc., a Delaware corporation (the “Company”), Software Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”; together with 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”).
November 19, 2019 Software Acquisition Group Inc.Underwriting Agreement • November 25th, 2019 • Software Acquisition Group Inc. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Software Acquisition Group Inc., a Delaware corporation (the “Company”), and B. Riley FBR, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 14,950,000 of the Company’s units (including up to 1,950,000 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. The Units will be sold in the Public Offering pursuant to a reg
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 25th, 2019 • Software Acquisition Group Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 19, 2019, by and between Software Acquisition Group Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • November 25th, 2019 • Software Acquisition Group Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 19, 2019, is by and between Software Acquisition Group Inc., 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 15th, 2020 • Software Acquisition Group Inc. • Services-motion picture & video tape production • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 20, 2018, by and among CuriosityStream Inc., a Delaware corporation (together with any successor entity thereto, the “Company”), and Stifel, Nicolaus & Company, Incorporated, a Missouri corporation (“Stifel”), in its capacity as the initial purchaser/placement agent and in its capacity as a purchaser of the Company’s Series A Convertible Preferred Stock, $0.01 par value per share (“Preferred Stock”), for the benefit of Stifel, the purchasers (“Participants”) of shares of Preferred Stock, in the private offering by the Company of the Preferred Stock, and the direct and indirect transferees of Stifel and each of the Participants. The shares of Preferred Stock are convertible into shares of the Company’s Class A common stock, $0.01 par value per share (“Class A Common Stock”), pursuant to the terms set forth in the Certificate of Designations for the Preferred Stock (the “Certificate of Designati
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • November 25th, 2019 • Software Acquisition Group Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 19, 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between Software Acquisition Group Inc., a Delaware corporation (the “Company”) and Software Acquisition Holdings LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • October 15th, 2020 • Software Acquisition Group Inc. • Services-motion picture & video tape production • Delaware
This Indemnification Agreement (this “Agreement”) is made as of [●], 2020, by and between CuriosityStream Inc., a Delaware corporation (the “Company”), and [●] (the “Indemnitee”).
SERVICES AGREEMENTServices Agreement • August 14th, 2024 • CuriosityStream Inc. • Services-motion picture & video tape production • Delaware
This Services Agreement (“Agreement”) is effective as of the 1st day of June, 2024 by and between Curiosity Inc., with an office located at 8484 Georgia Ave., Suite 700, Silver Spring, MD 20910 (“CS”), and Peter Westley, with offices located at 44 Via Los Altos, Tiburon, CA 94920 (“Service Provider”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 8th, 2019 • Software Acquisition Group Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [_], 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between Software Acquisition Group Inc., a Delaware corporation (the “Company”) and Software Acquisition Holdings LLC, a Delaware limited liability company (the “Purchaser”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG SOFTWARE ACQUISITION GROUP INC., CS MERGER SUB, INC., CURIOSITYSTREAM INC., and HENDRICKS FACTUAL MEDIA LLC Dated as of August 10, 2020Merger Agreement • August 11th, 2020 • Software Acquisition Group Inc. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER, dated August 10, 2020 (this “Agreement”), is made and entered into by and among SOFTWARE ACQUISITION GROUP INC., a Delaware corporation (“Parent”), CS MERGER SUB, INC., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub” together with Parent, the “Parent Parties”), HENDRICKS FACTUAL MEDIA LLC, a Delaware limited liability company (the “Majority Stockholder”), CURIOSITYSTREAM INC., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties”. Capitalized terms used in this Agreement shall have the meanings ascribed to them in Exhibit A attached hereto.
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • March 19th, 2021 • CuriosityStream Inc. • Services-motion picture & video tape production • Delaware
This Non-Qualified Stock Option Agreement (this “Agreement”) is made as of [Grant Date], between CuriosityStream Inc., a Delaware corporation (the “Company”), and [Grantee Name] (the “Optionee”).
SOFTWARE ACQUISITION GROUP INC.Administrative Support Agreement • November 8th, 2019 • Software Acquisition Group Inc. • Blank checks • New York
This letter agreement by and between Software Acquisition Group Inc. (the “Company”) and Software Acquisition Holdings LLC (“Software Holdings”), 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 (File No. 333-234327) (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”):
SERVICES AGREEMENTServices Agreement • November 16th, 2022 • CuriosityStream Inc. • Services-motion picture & video tape production • Maryland
This Services Agreement (“Agreement”) is effective as of the 16th day of November, 2022 by and between Curiosity Inc., with an office located at 8484 Georgia Ave., Suite 700, Silver Spring, MD 20910 (“CS”), and Devin Emery, residing at 160 Morgan Street ,Apt. 3002, Jersey City, NJ 07302 (“Service Provider”).
SOFTWARE ACQUISITION GROUP INC.Administrative Support Agreement • November 25th, 2019 • Software Acquisition Group Inc. • Blank checks • New York
This letter agreement by and between Software Acquisition Group Inc. (the “Company”) and Software Acquisition Holdings LLC (“Software Holdings”), 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 (File No. 333-234327) (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”):
FORM OF ROLLOVER NON-QUALIFIED STOCK OPTION AGREEMENTRollover Non-Qualified Stock Option Agreement • October 15th, 2020 • Software Acquisition Group Inc. • Services-motion picture & video tape production • Delaware
This Rollover Non-Qualified Stock Option Agreement (this “Agreement”) is made this ____ day of October, 2020, between CuriosityStream Inc., a Delaware corporation (formerly Software Acquisition Group Inc, the “Company”), and ______________ (the “Optionee”).
LOAN AGREEMENTLoan Agreement • October 15th, 2020 • Software Acquisition Group Inc. • Services-motion picture & video tape production • Maryland
AMENDMENT NO. 1 TO THE WARRANT AGREEMENTWarrant Agreement • March 31st, 2021 • CuriosityStream Inc. • Services-motion picture & video tape production • New York
This AMENDMENT NO. 1 (this “Amendment”) is entered into as of March 30, 2021, by and between CuriosityStream Inc., a Delaware corporation (the “Company”), f/k/a Software Acquisition Group Inc. (“SAQN”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Agreement.
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • March 19th, 2021 • CuriosityStream Inc. • Services-motion picture & video tape production • Delaware
This Incentive Stock Option Agreement (this “Agreement”) is made as of [Grant Date], between CuriosityStream Inc., a Delaware corporation (the “Company”), and [Grantee Name] (the “Optionee”).
FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 5th, 2020 • CuriosityStream Inc. • Services-motion picture & video tape production • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”) is made this ____ day of _____________, 2020, between CuriosityStream Inc., a Delaware corporation (formerly Software Acquisition Group Inc, the “Company”), and ______________ (the “Grant”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 19th, 2021 • CuriosityStream Inc. • Services-motion picture & video tape production • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”) is made as of the [Grant Date], between CuriosityStream Inc., a Delaware corporation (the “Company”), and [Grantee Name] (the “Grantee”).
FORM OF NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • November 5th, 2020 • CuriosityStream Inc. • Services-motion picture & video tape production • Delaware
This Non-Qualified Stock Option Agreement (this “Agreement”) is made this ____ day of _____________, 2020, between CuriosityStream Inc., a Delaware corporation (formerly Software Acquisition Group Inc, the “Company”), and ______________ (the “Optionee”).
INVESTOR RIGHTS AGREEMENT BY AND AMONG CURIOSITYSTREAM INC., HENDRICKS FACTUAL MEDIA, LLC, SOFTWARE ACQUISITION HOLDINGS LLCInvestor Rights Agreement • October 15th, 2020 • Software Acquisition Group Inc. • Services-motion picture & video tape production • Delaware
This INVESTOR RIGHTS AGREEMENT, dated as of October 14, 2020 (this “Agreement”), is made and entered into by and among Software Acquisition Group, Inc., a Delaware corporation (“Parent”), CuriosityStream Inc., a Delaware corporation and wholly owned subsidiary of Parent (the “Company”), Software Acquisition Holdings LLC, a Delaware limited liability company (“Sponsor”), Hendricks Factual Media, LLC, a Delaware limited liability company (“Hendricks”), and each of the holders of Parent Common Stock (as defined herein) signatory hereto (each an “Investor” and collectively the “Investors”).
CuriosityStream Inc. Restricted Stock AgreementRestricted Stock Agreement • October 15th, 2020 • Software Acquisition Group Inc. • Services-motion picture & video tape production • Delaware
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), dated as of October 14, 2020, is entered into by and between CuriosityStream Inc., a Delaware corporation (the “Company”), and Software Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”).
CuriosityStream, the First Streaming Media Company Devoted to Factual Entertainment, to Become Public CompanyBusiness Combination Agreement • August 11th, 2020 • Software Acquisition Group Inc. • Blank checks
● Upon closing of the transaction, CuriosityStream Inc., will be listed on the NASDAQ exchange under the ticker symbol “CURI”
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • August 11th, 2020 • Software Acquisition Group Inc. • Blank checks
In connection with the proposed business combination (the “Transaction”) between Software Acquisition Group Inc., a Delaware corporation (“SWAG”), and CuriosityStream Inc., a Delaware corporation (“CuriosityStream”), pursuant to a business combination agreement to be entered into among CuriosityStream, SWAG and a newly formed entity formed for the purpose of consummating the Transaction (the “Company”), and the other parties thereto (the “Transaction Agreement”), SWAG is seeking commitments from interested investors to purchase shares of Class A Common Stock, par value $0.0001 per share (the “Shares”), of SWAG, for a purchase price of $10.00 per share. The aggregate purchase price to be paid by the undersigned (the “Investor”) for the subscribed Shares (as set forth on the signature page hereto) is referred to herein as the “Subscription Amount.”
EMPLOYMENT AGREEMENTEmployment Agreement • October 15th, 2020 • Software Acquisition Group Inc. • Services-motion picture & video tape production • Maryland
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of August 7, 2020, by and between CuriosityStream Inc., a Delaware corporation (the “Company”), and Clint Stinchcomb (“Executive”).
Software Acquisition Group Inc.Warrant Agreement • October 15th, 2020 • Software Acquisition Group Inc. • Services-motion picture & video tape production
Reference is made to that certain Private Placement Warrants Purchase Agreement, dated as of November 19, 2019 (the “Warrant Agreement”), by and between Software Acquisition Group Inc. (the “Company”) and Software Acquisition Holdings LLC (“Sponsor”), pursuant to which the Company issued Sponsor 1,064,000 warrants to purchase shares of the Company’s Class A common stock, par value $0.0001 (the “Warrants”). In connection with the consummation of the transaction contemplated by that certain Agreement and Plan of Merger, dated as of August 10, 2020, by and among the Company, CS Merger Sub, Inc., CuriosityStream Inc. and Hendricks Factual Media LLC, Sponsor hereby agrees the Warrants are hereby forfeited and cancelled for no consideration.
