Sandbridge Acquisition Corporation 20,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • September 18th, 2020 • Sandbridge Acquisition Corp • Blank checks • New York
Sandbridge Acquisition Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of 20,000,000 units of the Company (the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed in Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 22 hereof.
WARRANT AGREEMENTWarrant Agreement • September 18th, 2020 • Sandbridge Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 14, 2020, is by and between Sandbridge Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 18th, 2020 • Sandbridge Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 14, 2020, by and between Sandbridge Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Sandbridge Acquisition CorporationSecurities Subscription Agreement • August 24th, 2020 • Sandbridge Acquisition Corp • Blank checks • New York
We are pleased to accept the offer Sandbridge Acquisition Holdings LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” and together with all other classes of common stock of the Company (as defined below), the “Common Stock”), up to 750,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Sandbridge Acquisition Corporation, 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:
Sandbridge Acquisition Corporation 1999 Avenue of the Stars, Suite 2088, Los Angeles, CA 90067 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • September 18th, 2020 • Sandbridge Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Sandbridge Acquisition Corporation, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. and UBS Securities LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased by the Underwriters to cover over-allotments, if any) (the “Units”), each comprising 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 Un
WARRANT AGREEMENTWarrant Agreement • September 1st, 2020 • Sandbridge Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [____], 2020, is by and between Sandbridge Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • September 18th, 2020 • Sandbridge Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of September 14, 2020, is made and entered into by and among Sandbridge Acquisition Corporation, a Delaware corporation (the “Company”), Sandbridge Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, members of the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • May 28th, 2021 • Sandbridge Acquisition Corp • Measuring & controlling devices, nec • Delaware
This Indemnification and Advancement Agreement (this “Agreement”) is made as of _______________ by and between Owlet, Inc., a Delaware corporation (the “Company”), and _______________, [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • September 18th, 2020 • Sandbridge Acquisition Corp • Blank checks • New York
THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of September 14, 2020, is entered into by and among Sandbridge Acquisition Corporation, a Delaware corporation (the “Company”), and Sandbridge Acquisition Holdings LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 18th, 2020 • Sandbridge Acquisition Corp • Blank checks
This Indemnification Agreement (“Agreement”) is made and entered into as of this 14th day of September 2020, by and between Sandbridge Acquisition Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 30th, 2022 • Owlet, Inc. • Measuring & controlling devices, nec
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 21st, 2021 • Owlet, Inc. • Measuring & controlling devices, nec • Delaware
This Amended and Restated Registration Rights Agreement (this “Agreement”) is entered into as of July 15, 2021 (the “Effective Date”) by and among:
INVESTMENT AGREEMENT by and among OWLET, INC. and THE INVESTORS LISTED IN SCHEDULE 1 Dated as of February 25, 2024Investment Agreement • February 26th, 2024 • Owlet, Inc. • Measuring & controlling devices, nec • New York
This INVESTMENT AGREEMENT (this “Agreement”), dated as of February 25, 2024 by and among Owlet, Inc., a Delaware corporation (the “Company”), and the several Purchasers listed on Schedule 1 hereto (together with their successors and permitted assigns, each a “Purchaser” and, collectively, the “Purchasers”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article 1.
STOCKHOLDERS AGREEMENTStockholders Agreement • July 21st, 2021 • Owlet, Inc. • Measuring & controlling devices, nec • Delaware
This Stockholders Agreement (as the same may be amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is made and entered into effective as of July 15, 2021 by and among Owlet, Inc., a Delaware corporation (the “Company”), Eclipse Ventures Fund I, L.P. and Eclipse Continuity Fund I, L.P. (together with their respective Affiliates, “Eclipse”). The Company and Eclipse are sometimes referred to herein collectively as the “Parties” and individually as a “Party.”
SANDBRIDGE ACQUISITION CORPORATIONAdministrative Services Agreement • August 24th, 2020 • Sandbridge Acquisition Corp • Blank checks • New York
This letter agreement by and between Sandbridge Acquisition Corporation (the “Company”) and Sandbridge Capital, LLC (the “Sandbridge”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the Company’s initial public offering 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”):
Owlet Baby Care Inc. Restricted Stock Grant Agreement Award Notice (2014 equity incentive plan)Restricted Stock Grant Agreement • March 31st, 2021 • Sandbridge Acquisition Corp • Measuring & controlling devices, nec
Owlet Baby Care Inc. (the “Company”), pursuant to its 2014 Equity Incentive Plan (the “Plan”), hereby grants to Participant the number of shares of the Company’s Common Stock set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Grant Agreement and the Plan, all of which are attached hereto and incorporated herein in their entirety.
Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. TENTH AMENDMENT TO SECOND...Loan and Security Agreement • May 13th, 2022 • Owlet, Inc. • Measuring & controlling devices, nec • California
SECURITY AGREEMENT (this “Amendment”) is entered into this 29th day of January, 2022 by and between SILICON VALLEY BANK, a California corporation (“Bank”) and OWLET BABY CARE, INC., a Delaware corporation (“Borrower”).
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 2023 • Owlet, Inc. • Measuring & controlling devices, nec • California
This First Amendment to Third Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 27th day of March, 2023 by and between (a) SILICON VALLEY BANK, a division of FIRST-CITIZENS BANK & TRUST COMPANY (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.A. (as successor to Silicon Valley Bank)) (“Bank), and (b) (i) OWLET BABY CARE, INC., a Delaware corporation (“Owlet Baby Care”), and (ii) OWLET, INC., a Delaware corporation (“Owlet”, and together with Owlet Baby Care, individually and collectively, jointly and severally, “Borrower”).
WAIVER AGREEMENTWaiver Agreement • May 13th, 2024 • Owlet, Inc. • Measuring & controlling devices, nec • California
This Waiver Agreement (this “Agreement”) is entered into this 10th day of May, 2024 by and among (a) SILICON VALLEY BANK, a division of FIRST-CITIZENS BANK & TRUST COMPANY
MANUFACTURING AND SUPPLY AGREEMENTManufacturing Agreement • March 31st, 2021 • Sandbridge Acquisition Corp • Measuring & controlling devices, nec • New York
This Manufacturing and Supply Agreement (this "Agreement") is made as of the 21st day of June, 2018, (the "Effective Date") by and between SHENZHEN AONI ELECTRONIC CO., LTD having an office at 5 Bldg, Honghui Industrial Park, 2nd Liuxian Road, Baoan District, Shenzhen, P.R.China, 518101, including the following factories: 5 Bldg, Honghui Industrial Park, 2nd Liuxian Road, Baoan District, Shenzhen, P.R.China, 518101 (collectively, "Supplier"), and Owlet Baby Care Inc. with its principal offices at 2500 Executive Pkwy, Suite 300, Lehi, UT, 84043 USA ("Owlet"). Supplier and Owlet are each referred to in this Agreement as a "Party" and are collectively referred to in this Agreement as the "Parties."
Signature [PLEASE SIGN WITHIN BOX] Date Signature [PLEASE SIGN WITHIN BOX] Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: SANDBRIDGE ACQUISITION CORPORATION SANDBRIDGE ACQUISITION CORPORATION 1999 AVENUE OF THE STARS, SUITE 2088 LOS...Business Combination Agreement • May 28th, 2021 • Sandbridge Acquisition Corp • Measuring & controlling devices, nec
AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • February 21st, 2023 • Owlet, Inc. • Measuring & controlling devices, nec • Delaware
This Amended and Restated Stockholders Agreement (as the same may be amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is made and entered into effective as of February 17, 2023 by and among Owlet, Inc., a Delaware corporation (the “Company”), Eclipse Ventures Fund I, L.P., Eclipse Continuity Fund I, L.P. and Eclipse Early Growth Fund I, L.P. (together with their respective Affiliates, “Eclipse”). The Company and Eclipse are sometimes referred to herein collectively as the “Parties” and individually as a “Party.”
Amendment No. 2 to Manufacturing Services Agreement:Manufacturing Services Agreement • March 31st, 2021 • Sandbridge Acquisition Corp • Measuring & controlling devices, nec
This Amendment No. 2 (this “Amendment”) to the Manufacturing Services Agreement dated October 24, 2017, (the “Agreement”) between the Parties is entered into on September 23, 2020 (the “Amendment Effective Date”) by and between Owlet Baby Care Inc., a Delaware corporation with its principal office at 2500 Executive Parkway, Suite 500, Lehi, Utah 84043 (“Customer”), and Benchmark Electronics, Inc., a Texas corporation with its principal place of business at 56 S. Rockford Drive, Tempe, Arizona 85281, along with its wholly-owned subsidiary, Benchmark Electronics (Thailand) PCL, a Thailand company with offices at 94 Moo 1 Hi-Tech Industrial Estate, Banlane, Bang Pa-In, Ayutthaya 13160, Thailand, (collectively, “Benchmark”). The terms of the Agreement between Customer and Benchmark shall be incorporated into and apply to this Amendment. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
February 15, 2021Sponsor Agreement • February 16th, 2021 • Sandbridge Acquisition Corp • Blank checks • Delaware
This letter (this “Sponsor Agreement”) is being delivered to you in accordance with that Business Combination Agreement, dated as of the date hereof, by and among Sandbridge Acquisition Corporation, a Delaware corporation (“Sandbridge”), Project Olympus Merger Sub, Inc., a Delaware corporation, and Owlet Baby Care Inc., a Delaware corporation (the “Company”) (the “Business Combination Agreement”) and the transactions contemplated therein (the “Business Combination”) and hereby amends and restates in its entirety that certain letter, dated September 14, 2020, from Sandbridge Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), GCCU IX LLC, a Delaware limited liability company (“GCCU”), TOCU XXXIV LLC, a Delaware limited liability company (“TOCU”), Sandbridge Sponsor LLC, a Delaware limited liability company (together with GCCU and TOCU, the “Investors”) and the individuals named therein to Sandbridge (the “Prior Letter Agreement”). Certain capitalized terms us
Amendment to the Subscription Agreement dated May 20, 2014 (the “Agreement”) By and between Ayla Networks, Inc. (“Ayla”) and Owlet Baby Care Inc. (“Customer”)Subscription Agreement • March 31st, 2021 • Sandbridge Acquisition Corp • Measuring & controlling devices, nec
SUBSCRIPTION AGREEMENTSubscription Agreement • March 31st, 2021 • Sandbridge Acquisition Corp • Measuring & controlling devices, nec
This Subscription Agreement (the "Agreement") is made as of May 20, 2014 ("Effective Date"), by and between Owlet Baby Care ("Subscriber"), having offices in Provo, Utah, and Ayla Networks, Inc. ("Ayla"), having offices at 607 W. California Ave., Sunnyvale, California 94086.
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 2023 • Owlet, Inc. • Measuring & controlling devices, nec • California
This Second Amendment to Third Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 10th day of August, 2023 by and between (a) SILICON VALLEY BANK, a division of FIRST-CITIZENS BANK & TRUST COMPANY (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.A. (as successor to Silicon Valley Bank)) (“Bank), and (b) (i) OWLET BABY CARE, INC., a Delaware corporation (“Owlet Baby Care”), and (ii) OWLET, INC., a Delaware corporation (“Owlet”, and together with Owlet Baby Care, individually and collectively, jointly and severally, “Borrower”).
SECOND Amendment to SECOND AMENDED AND RESTATED Loan and security agreementLoan and Security Agreement • March 31st, 2021 • Sandbridge Acquisition Corp • Measuring & controlling devices, nec
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 22nd day of September, 2020 by and between SILICON VALLEY BANK, a California corporation (“Bank”) and OWLET BABY CARE INC., a Delaware corporation (“Borrower”).
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 2021 • Sandbridge Acquisition Corp • Measuring & controlling devices, nec
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 22, 2020 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and OWLET BABY CARE INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank.
SANDBRIDGE ACQUISITION CORPORATIONAdministrative Services Agreement • September 18th, 2020 • Sandbridge Acquisition Corp • Blank checks • New York
This letter agreement by and between Sandbridge Acquisition Corporation (the “Company”) and Sandbridge Capital, LLC (the “Sandbridge”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the Company’s initial public offering 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”):
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • August 11th, 2022 • Owlet, Inc. • Measuring & controlling devices, nec
Kalay Service and License AgreementKalay Service and License Agreement • March 31st, 2021 • Sandbridge Acquisition Corp • Measuring & controlling devices, nec • New York
This Kalay Service and License Agreement (the "Agreement") is made and entered into effective as of the 31th of January, 2018 (the "Effective Date"), by and between ThroughTek Co., Ltd., a company incorporated and existing under the laws of Taiwan (R.O.C.), having its principle office at 9F, No.364, Sec. I, Nangang Rd., Nangang Dist., Taipei City 115, Taiwan (the "Provider") And Owlet Baby Care, Inc., a company incorporated and existing under the laws of the United State and having its principle office at 2500 Executive PKWY Suite 300 Lehi, UT 84043.(the "Customer").
WAIVER AND THIRD AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 2023 • Owlet, Inc. • Measuring & controlling devices, nec • California
This Waiver and Third Amendment to Third Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 13th day of November, 2023 by and between (a) SILICON VALLEY BANK, a division of FIRST-CITIZENS BANK & TRUST COMPANY (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.A. (as successor to Silicon Valley Bank)) (“Bank), and (b) (i) OWLET BABY CARE, INC., a Delaware corporation (“Owlet Baby Care”), and (ii) OWLET, INC., a Delaware corporation (“Owlet”, and together with Owlet Baby Care, individually and collectively, jointly and severally, “Borrower”).
WAIVER AND FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 8th, 2024 • Owlet, Inc. • Measuring & controlling devices, nec • California
This Waiver and Fourth Amendment to Third Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 8th day of March, 2024 by and between (a) SILICON VALLEY BANK, a division of FIRST-CITIZENS BANK & TRUST COMPANY (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.A. (as successor to Silicon Valley Bank)) (“Bank), and (b) (i) OWLET BABY CARE, INC., a Delaware corporation (“Owlet Baby Care”), and (ii) OWLET, INC., a Delaware corporation (“Owlet”, and together with Owlet Baby Care, individually and collectively, jointly and severally, “Borrower”).
ContractManufacturing Services Agreement • March 31st, 2021 • Sandbridge Acquisition Corp • Measuring & controlling devices, nec • New York
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
