SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 21st, 2024 • Spire Global, Inc. • Communications services, nec • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of March 21, 2024, between Spire Global, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
INDEMNITY AGREEMENTIndemnification Agreement • September 14th, 2020 • NavSight Holdings, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 9, 2020, by and between NavSight Holdings, Inc., a Delaware corporation (the “Company”), and Robert Coleman (the “Indemnitee”) .
20,000,000 Units NavSight Holdings, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • September 14th, 2020 • NavSight Holdings, Inc. • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 5th, 2020 • NavSight Holdings, Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between NavSight Holdings, Inc., a Delaware corporation (the “Company”), Six4 Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
SPIRE GLOBAL, INC. Indemnification AgreementIndemnification Agreement • August 20th, 2021 • Spire Global, Inc. • Communications services, nec • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Spire Global, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), and [insert name] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • September 14th, 2020 • NavSight Holdings, Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 9, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between NavSight Holdings, Inc., a Delaware corporation (the “Company”), Six4 Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 5th, 2020 • NavSight Holdings, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2020, by and between NavSight Holdings, Inc. (the “Company”) and American Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FINANCING AGREEMENT Dated as of June 13, 2022 by and among SPIRE GLOBAL, INC., as Borrower, AND EACH SUBSIDIARY OF THE BORROWER LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders,...Financing Agreement • June 14th, 2022 • Spire Global, Inc. • Communications services, nec • New York
Financing Agreement, dated as of June 13, 2022, by and among Spire Global, Inc., a Delaware corporation (together with each Person that executes a joinder agreement and becomes a “Borrower” hereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of any Borrower listed as a “Guarantor” on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), Blue Torch Finance LLC, a Delaware limited liability company (“Blue Torch”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”), and Blue Torch, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent” and together with the Collat
NavSight Holdings, Inc. 12020 Sunrise Valley Drive, Suite 100 Reston, VA 20191 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • September 14th, 2020 • NavSight Holdings, Inc. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between NavSight Holdings, Inc., a Delaware corporation (the “Company”) and Credit Suisse Securities (USA) LLC, as representative (“Credit Suisse”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit 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 exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 14th, 2020 • NavSight Holdings, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of September 9, 2020, by NavSight Holdings, Inc., a Delaware corporation (the “Company”) and Six4Holdings, 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”).
SPIRE GLOBAL, INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • September 14th, 2022 • Spire Global, Inc. • Communications services, nec • New York
Spire Global, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Canaccord Genuity LLC (“Canaccord”), as follows:
NavSight Holdings, Inc.Securities Subscription Agreement • August 5th, 2020 • NavSight Holdings, Inc. • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on June 16, 2020 by and among, Six4 Holdings, LLC, a Delaware limited liability company the “Subscriber”), and NavSight Holdings, Inc., a Delaware corporation (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share, of the Company (the “Shares”), up to 750,000 of which are subject to complete or partial forfeiture by Subscriber 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 terms 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:
ContractPlacement Agency Agreement • March 21st, 2024 • Spire Global, Inc. • Communications services, nec • New York
This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners, as placement agent (the “Placement Agent”), and Spire Global, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) and greenshoe warrants (the “Greenshoe Warrants”) to purchase shares of Common Stock. The Shares and Greenshoe Warrants shall be offered and sold under the Company’s registration statement on Form S-3 (File No. 333-267413), which was declared effective by the U.S. Securities and Exchange Commission on September 26, 2022 (the “Registration Statement”). The Shares and Greenshoe Warrants actually placed by the Placement Agent are referred to herein as the “Placement
SPIRE GLOBAL, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • June 28th, 2021 • NavSight Holdings, Inc. • Communications services, nec
This Change in Control and Severance Agreement (the “Agreement”) is made by and between Spire Global Inc., a Delaware corporation (the “Company”), and (“Executive”), effective as of the Effective Date, as defined in Section 7 below.
SPIRE GLOBAL, INC. Dealer Manager and Solicitation Agent AgreementDealer Manager and Solicitation Agent Agreement • November 16th, 2022 • Spire Global, Inc. • Communications services, nec • New York
ContractWarrant Agreement • October 2nd, 2023 • Spire Global, Inc. • Communications services, nec • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTION 5.3 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
SPIRE GLOBAL, INC. and SPIRE GLOBAL CANADA ACQUISITION CORP. and EXACTEARTH LTD. ARRANGEMENT AGREEMENT September 13, 2021Arrangement Agreement • November 10th, 2021 • Spire Global, Inc. • Communications services, nec • Ontario
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 20th, 2021 • Spire Global, Inc. • Communications services, nec • New York
THIS LOAN AND SECURITY AGREEMENT is made and dated as of April 15, 2021 and is entered into by and among Spire Global, Inc., a Delaware corporation (the “Borrower”), certain Subsidiaries of Borrower, as Guarantors, the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as the “Lenders”) and FP Credit Partners, L.P., in its capacity as administrative agent and collateral agent for itself and the Lenders (in such capacity, the “Agent”).
DATED August 20, 2020 SPIRE (EGFF) SPIRE GLOBAL, INC. as the Company AND THE EUROPEAN INVESTMENT BANK as the Original Warrantholder WARRANT AGREEMENTWarrant Agreement • September 23rd, 2021 • Spire Global, Inc. • Communications services, nec • Delaware
WARRANT AGREEMENTWarrant Agreement • September 14th, 2020 • NavSight Holdings, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 9, 2020, is by and between NavSight Holdings, Inc., a Delaware corporation (the “Company”), and American 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”).
LONG TERM EMPLOYMENT CONTRACTLong Term Employment Contract • June 28th, 2021 • NavSight Holdings, Inc. • Communications services, nec • Luxembourg
Managing Director Service Agreement betweenManaging Director Service Agreement • December 1st, 2023 • Spire Global, Inc. • Communications services, nec
Spire Global Germany GmbH, c/o Kunz Rechtsanwälte Partnerschaftsgesellschaft mbB, Antoniterstraße 14 – 16, 50667 Cologne, Germany, represented by its shareholder, Spire Global Subsidiaries, Inc., 8000 Towers Crescent Drive, Suite 1100, Vienna, Virginia 22182, represented by Boyd Johnson, Chief Legal Officer.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 6th, 2024 • Spire Global, Inc. • Communications services, nec • California
This Executive Employment Agreement (“Agreement”) is entered into by and between Spire Global, Inc., a Delaware corporation (the “Company”) and Boyd Johnson (“Employee”) (collectively “Parties” or individually “Party”). This Agreement shall become effective, as of its stated date of execution, when both the Employee and the Company sign it.
NavSight Holdings, Inc. 12020 Sunrise Valley Drive, Suite 100 Reston, VA 20191 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010Underwriting Agreement • September 14th, 2020 • NavSight Holdings, Inc. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between NavSight Holdings, Inc., a Delaware corporation (the “Company”) and Credit Suisse Securities (USA) LLC, as representative (the “Credit Suisse”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit 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 exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
SUBSCRIPTION AGREEMENTSubscription Agreement • March 1st, 2021 • NavSight Holdings, Inc. • Blank checks • Delaware
In connection with the proposed business combination (the “Transaction”) between NavSight Holdings, Inc., a Delaware corporation (“SPAC”), and Spire Global Inc., a Delaware corporation (the “Company”), and pursuant to a business combination agreement (the “Transaction Agreement”) to be entered into among SPAC, the Company, and NavSight Merger Sub Inc. a Delaware corporation and wholly-owned subsidiary of SPAC formed for the purpose of consummating such business combination (“Merger Sub”), SPAC is seeking commitments from interested investors to subscribe for newly issued shares of Class A common stock, par value $0.0001 per share (the “Shares”), of SPAC, for a subscription price of $10.00 per share (the “Subscription”). The aggregate subscription 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.”
STRATEGIC INNOVATION FUND Satellite Monitoring for Advanced Real Time - Maritime InformationStrategic Innovation Fund Agreement • March 30th, 2022 • Spire Global, Inc. • Communications services, nec • Ontario
exactEarth Ltd., a corporation duly incorporated under the laws of Canada, having its head office located at 260 Holiday Inn Drive, Unit 30, Building B, Cambridge, ON, N3C 4E8.
VOTING AND NON-REDEMPTION AGREEMENTVoting and Non-Redeemption Agreement • March 1st, 2021 • NavSight Holdings, Inc. • Blank checks • Delaware
This VOTING AND NON-REDEMPTION AGREEMENT (this “Agreement”) is entered into as of February ___, 2021 (the “Agreement Date”) by and between Spire Global, Inc., a Delaware corporation (the “Company”), NavSight Holdings, Inc., a Delaware corporation (“SPAC”), and the undersigned stockholder of SPAC (“Stockholder”). SPAC, Stockholder and the Company are collectively referred to herein as the “Parties” and individually as a “Party.”
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • December 19th, 2022 • Spire Global, Inc. • Communications services, nec • New York
This Amendment (this “Amendment”) is made as of December 19, 2022 by and between Spire Global, Inc., a Delaware corporation (f/k/a NavSight Holdings, Inc.) (the “Company”) and American Stock Transfer & Trust Company, a New York corporation as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of September 9, 2020 (the “Existing Warrant Agreement”), between the Company and the Warrant Agent. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.
Peter Platzer Re: Foreign Assignment Dear Peter:Foreign Assignment Agreement • June 28th, 2021 • NavSight Holdings, Inc. • Communications services, nec
This Letter Agreement will serve to confirm our mutual understanding of the terms and conditions applicable to your assignment (“Assignment”) to Luxembourg (the “Host Country”), where you will perform your responsibilities as Chief Executive Officer for Spire Global, Inc. (“the Company”). Your Assignment is scheduled to begin January 1, 2018. It is anticipated that your Assignment would last for at least 2 years. Your home city and country is San Francisco, CA, USA.
Employment contract between Spire Global Germany GmbH, represented by Dipl.-Ing. Peter Platzer - hereinafter the “Employer” or “Company”- and Mrs. Theresa Condor Platzer, residing at 52, rue de Bragance, L-1255 Luxembourg - hereinafter the ”Employee”...Employment Agreement • October 2nd, 2023 • Spire Global, Inc. • Communications services, nec
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 14th, 2020 • NavSight Holdings, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 9, 2020, by and between NavSight Holdings, Inc. (the “Company”) and American Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WAIVER AGREEMENTWaiver Agreement • March 1st, 2021 • NavSight Holdings, Inc. • Blank checks • Delaware
This WAIVER AGREEMENT (this “Agreement”), dated as of February ____, 2021, is made by and among Six4 Holdings, LLC, a Delaware limited liability company (the “Sponsor”), the other holders of SPAC Class B Common Stock (as defined below) set forth on Schedule I hereto (the “Other Class B Holders”, and together with the Sponsor, collectively, the “Class B Holders”), NavSight Holdings, Inc., a Delaware corporation (“SPAC”) and Spire Global, Inc (the “Company”). Sponsor, Company and the Other Class B Holders, and SPAC shall be referred to herein collectively as the “Parties” and individually as a “Party”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below). Sponsor, the Class B Holders, and the Company are collectively referred to herein as the “Parties” and individually as a “Party.”
WAIVER AND AMENDMENT NO. 4 TO FINANCING AGREEMENTFinancing Agreement • August 29th, 2024 • Spire Global, Inc. • Communications services, nec
WAIVER AND AMENDMENT NO. 4 TO FINANCING AGREEMENT (this "Amendment") is entered into as of August 27, 2024, by and among, inter alios, Spire Global, Inc., a Delaware corporation (the “Administrative Borrower”), each Subsidiary party hereto, the Lenders from time to time party hereto, and Blue Torch Finance LLC, a Delaware limited liability company (“Blue Torch”) as administrative agent and collateral agent for the Lenders (in such capacities, the "Agent").
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • November 16th, 2022 • Spire Global, Inc. • Communications services, nec • New York
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of November 16, 2022, is entered into by and among Spire Global, Inc., a Delaware corporation (the “Company”), each of the persons listed on Schedule A hereto (each, a “Public Warrant Holder”) and each of the persons listed on Schedule B hereto (each, a “Private Warrant Holder” and, together with the Public Warrant Holders, the “Warrant Holders,” and each, a “Warrant Holder”).
Employment Contract between Spire Global Germany GmbH, Koppstraße 12, 81379 München, Germany - hereinafter the “Employer” or “Company”- and Mrs. Celia Pelaz, residing at Postr. 10, 88048 Fischbach, Germany - hereinafter the “Employee” – The Employer...Employment Agreement • December 3rd, 2024 • Spire Global, Inc. • Communications services, nec
