REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 27th, 2019 • CHP Merger Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 21, 2019, is made and entered into by and among CHP Merger Corp., a Delaware corporation (the “Company”), and CHP Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 27th, 2019 • CHP Merger Corp. • Blank checks • New York
CHP Merger Corp.CHP Merger Corp. • October 31st, 2019 • Blank checks • New York
We are pleased to accept the offer CHP Acquisition Holdings LLC (the “Subscriber” or “you”) has made to purchase 7,187,500 shares of Class B common stock (the “Shares”), $0.0001 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 937,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of CHP Merger 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:
INDEMNITY AGREEMENTIndemnity Agreement • November 27th, 2019 • CHP Merger Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 21, 2019, by and between CHP Merger Corp., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
WARRANT AGREEMENT between CHP MERGER CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • November 27th, 2019 • CHP Merger Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 21, 2019, is by and between CHP Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”; also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 31st, 2019 • CHP Merger Corp. • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • October 31st, 2019 • CHP Merger Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2019, is by and between CHP Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”; also referred to herein as the “Transfer Agent”).
CHP Merger Corp. 25 Deforest Avenue, Suite 108 Summit, NJ 07901 Re: Initial Public Offering Ladies and Gentlemen:CHP Merger Corp. • October 31st, 2019 • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among CHP Merger Corp., a Delaware corporation (the “Company”), and J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, as the representatives (the “Representatives”) of the several underwriters (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 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, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustme
CHP MERGER CORP. 27,500,000 Units Underwriting AgreementAdministrative Services Agreement • November 27th, 2019 • CHP Merger Corp. • Blank checks • New York
CHP Merger Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 27,500,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 4,125,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 31st, 2019 • CHP Merger Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2019, is entered into by and among CHP Merger Corp., a Delaware corporation (the “Company”), and CHP Acquisition Holdings LLC, a Delaware limited liability company (the “Purchaser”).
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 18th, 2021 • CHP Merger Corp. • Blank checks • New York
This INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), dated as of November 14, 2021, is made and entered into by and among CHP Merger Corp., a Delaware corporation (the “Company”), and CHP Acquisition Holdings, LLC, a Delaware limited liability company (the “Sponsor”), the undersigned parties listed under Sponsor Group Holders on the signature page(s) (including any joinder) hereto (each such party, a “Sponsor Group Holder” and, collectively, the “Sponsor Group Holders”) and the undersigned parties listed under Accelus Holders on the signature page(s) hereto (each such party, together with any Accelus Shareholder that becomes party to this agreement after the date hereof in connection with the transfer of Private Placement Warrants to them pursuant to the Sponsor Support Agreement as defined below, a “Accelus Holder” and, collectively, the “Accelus Holders”). The Sponsor Group Holders, the Accelus Holders and any person or entity who hereafter becomes a party to this Agreement pursuant
CHP Merger Corp. 25 Deforest Avenue, Suite 108 Summit, NJ 07901CHP Merger Corp. • October 31st, 2019 • Blank checks • New York
This letter agreement by and between CHP Merger Corp., a Delaware corporation (the “Company”), and Concord Health Partners LLC, a Delaware limited liability company (the “Provider”), 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 Securities and Exchange Commission (the “Registration Statement”) 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) (such earlier date hereinafter referred to as the “Termination Date”):
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • December 30th, 2021 • CHP Merger Corp. • Blank checks
This SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT (the “Amendment”), dated as of December 23, 2021, is entered into by and among each of CHP Merger Corp., a Delaware corporation (“CHP”), Accelerate Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Integrity Implants Inc., a Delaware corporation (the “Company”). CHP, Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties”.
November 21, 2019 CHP Merger Corp. Summit, NJ 07901Letter Agreement • November 27th, 2019 • CHP Merger Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among CHP Merger Corp., a Delaware corporation (the “Company”), and J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, as the representatives (the “Representatives”) of the several underwriters (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 31,625,000 of the Company’s units (including up to 4,125,000 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, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustme
AMENDED AND RESTATED SPONSOR LETTER AGREEMENTSponsor Letter Agreement • December 6th, 2021 • CHP Merger Corp. • Blank checks
This AMENDED AND RESTATED SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of November 30, 2021, is made by and among CHP Acquisition Holdings, LLC, a Delaware limited liability company (the “Sponsor”), a holder of CHP Merger Corp., a Delaware corporation (“CHP”) Class B Common Stock and the Other Class B Stockholders that are signatories hereto (each, a “CHP Stockholder”, and collectively, the “CHP Stockholders”), CHP, and Integrity Implants Inc., a Delaware corporation (the “Company”). The CHP Stockholders, CHP and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
JOINT FILING AGREEMENTJoint Filing Agreement • April 7th, 2022 • CHP Merger Corp. • Surgical & medical instruments & apparatus
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
ContractTransaction Support Agreement • November 18th, 2021 • CHP Merger Corp. • Blank checks
BUSINESS COMBINATION AGREEMENT BY AND AMONG CHP MERGER CORP., ACCELERATE MERGER SUB, INC., AND INTEGRITY IMPLANTS INC. DATED AS OF NOVEMBER 14, 2021Business Combination Agreement • November 18th, 2021 • CHP Merger Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of November 14, 2021, is made by and among CHP Merger Corp., a Delaware corporation (“CHP”), Accelerate Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Integrity Implants Inc., a Delaware corporation (the “Company”). CHP, Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • November 18th, 2021 • CHP Merger Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of November 14, 2021, is made by and among CHP Acquisition Holdings, LLC, a Delaware limited liability company (the “Sponsor”), a holder of CHP Merger Corp., a Delaware corporation (“CHP”) Class B Common Stock and the Other Class B Stockholders that are signatories hereto (each, a “CHP Stockholder”, and collectively, the “CHP Stockholders”), CHP, and Integrity Implants Inc., a Delaware corporation (the “Company”). The CHP Stockholders, CHP and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
CHP Merger Corp. Summit, NJ 07901CHP Merger Corp. • November 27th, 2019 • Blank checks • New York
This letter agreement by and between CHP Merger Corp., a Delaware corporation (the “Company”), and Concord Health Partners LLC, a Delaware limited liability company (the “Provider”), 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 Securities and Exchange Commission (the “Registration Statement”) 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) (such earlier date hereinafter referred to as the “Termination Date”):
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • December 6th, 2021 • CHP Merger Corp. • Blank checks
This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (the “Amendment”), dated as of November 30, 2021, is entered into by and among each of CHP Merger Corp., a Delaware corporation (“CHP”), Accelerate Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Integrity Implants Inc., a Delaware corporation (the “Company”). CHP, Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties”.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 27th, 2019 • CHP Merger Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of November 21, 2019, is entered into by and among CHP Merger Corp., a Delaware corporation (the “Company”), and CHP Acquisition Holdings LLC, a Delaware limited liability company (the “Purchaser”).
