REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 16th, 2022 • AEye, Inc. • Motor vehicle parts & accessories
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
UNDERWRITING AGREEMENT between CF FINANCE ACQUISITION CORP. III and CANTOR FITZGERALD & CO. Dated: November 12, 2020Underwriting Agreement • November 18th, 2020 • CF Finance Acquisition Corp. III • Blank checks • New York
The undersigned, CF Finance Acquisition Corp. III, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor” 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 being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • November 18th, 2020 • CF Finance Acquisition Corp. III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 12, 2020, is by and between CF Finance Acquisition Corp. III, 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, in its capacity as the Company’s transfer agent, as the “Transfer Agent”).
CF Finance Acquisition Corp. III New York, NY 10022Letter Agreement • November 18th, 2020 • CF Finance Acquisition Corp. III • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among CF Finance Acquisition Corp. III, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. 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 23,000,000 of the Company’s units (including up to 3,000,000 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-third 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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 18th, 2020 • CF Finance Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 12, 2020, is made and entered into by and among CF Finance Acquisition Corp. III, a Delaware corporation (the “Company”), CF Finance Holdings III, LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned individuals (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 18th, 2020 • CF Finance Acquisition Corp. III • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between CF Finance Acquisition Corp. III (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of November 12, 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $ of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
INDEMNITY AGREEMENTIndemnity Agreement • October 21st, 2020 • CF Finance Acquisition Corp. III • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2020, by and between CF Finance Acquisition Corp. III, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • November 18th, 2020 • CF Finance Acquisition Corp. III • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 12th day of November 2020, by and between CF Finance Acquisition Corp. III, a Delaware corporation (the “Company”), and CF Finance Holdings III, LLC, a Delaware limited liability company (the “Subscriber”), with a principal place of business at 110 East 59th Street, New York, NY 10022.
COMMON STOCK PURCHASE AGREEMENT Dated as of December 8, 2021 by and between AEYE, INC. and TUMIM STONE CAPITAL LLCCommon Stock Purchase Agreement • December 9th, 2021 • AEye, Inc. • Motor vehicle parts & accessories • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of December 8, 2021 (this “Agreement”), by and between Tumim Stone Capital LLC, a Delaware limited liability company (the “Investor”), and AEye, Inc., a Delaware corporation (f/k/a CF Finance Acquisition Corp. III, a Delaware corporation) (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 2021 • AEye, Inc. • Motor vehicle parts & accessories • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 8, 2021, is by and between Tumim Stone Capital LLC, a Delaware limited liability company (the “Investor”), and AEye, Inc., a Delaware corporation (f/k/a CF Finance Acquisition Corp. III, a Delaware corporation) (the “Company”).
AEYE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 23rd, 2021 • CF Finance Acquisition Corp. III • Motor vehicle parts & accessories • Delaware
WHEREAS, the Company desires to attract and retain the services of talented and experienced individuals, such as Indemnitee, to serve as directors and officers of the Company and its subsidiaries and wishes to indemnify its directors and officers to the maximum extent permitted by law;
SUBSCRIPTION AGREEMENTSubscription Agreement • February 17th, 2021 • CF Finance Acquisition Corp. III • Blank checks • New York
ContractExpense Advancement Agreement • November 18th, 2020 • CF Finance Acquisition Corp. III • Blank checks • New York
THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of November 12, 2020, is made and entered into by and among CF Finance Acquisition Corp. III, a Delaware corporation (the “Company”), and CF Finance Holdings III, LLC (the “Sponsor”).
ContractStock Option Agreement • October 29th, 2021 • AEye, Inc. • Motor vehicle parts & accessories • Delaware
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
Cantor Fitzgerald & Co. New York, New York 10022CF Finance Acquisition Corp. III • November 18th, 2020 • Blank checks • New York
This is to confirm our agreement whereby CF Finance Acquisition Corp. III, a Delaware corporation (“Company”), has requested Cantor Fitzgerald & Co. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-249367) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 16th, 2022 • AEye, Inc. • Motor vehicle parts & accessories • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 15, 2022, between AEye, 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”).
CF Finance Acquisition Corp. IIICF Finance Acquisition Corp. III • November 18th, 2020 • Blank checks • New York
This letter agreement by and between CF Finance Acquisition Corp. III (the “Company”) and CF Finance Holdings III, LLC (the “Sponsor”), 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 (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”):
AMENDED AND RESTATED STOCKHOLDER SUPPORT AGREEMENT by and among CF FINANCE ACQUISITION CORP. III, AEYE, INC. and certain STOCKHOLDERS OF AEYE, INC. Dated as of April 30, 2021 AMENDED AND RESTATED STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • May 3rd, 2021 • CF Finance Acquisition Corp. III • Blank checks
This AMENDED AND RESTATED STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 30, 2021 by and among the persons identified on Schedule I hereto (each, a “Stockholder” and collectively the “Stockholders”), CF Finance Acquisition Corp. III, a Delaware corporation (“Acquiror”), and AEye, Inc., a Delaware corporation (the “Company”) and amends and restates that certain Stockholder Support Agreement previously entered into by such parties as of February 17, 2021 (the “Prior Agreement”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the February 17, 2021 (as amended as of the date hereof and from time to time, the “Merger Agreement”) by and among Acquiror, Meliora Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and the Company.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • February 17th, 2021 • CF Finance Acquisition Corp. III • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of February 17, 2021 by and among (i) CF Finance Acquisition Corp. III, a Delaware corporation (together with its successors, “Acquiror”), (ii) AEye, Inc., a Delaware corporation (the “Company”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
RETENTION AGREEMENTRetention Agreement • November 7th, 2023 • AEye, Inc. • Motor vehicle parts & accessories • California
This Retention Agreement (the “Agreement”), dated and effective as of November [___], 2023 (the “Effective Date”), is entered into by and between AEye, Inc., a Delaware corporation (the “Company”), and [_____________] (“Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 17th, 2021 • CF Finance Acquisition Corp. III • Blank checks
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 17, 2021, by and among (i) CF Finance Acquisition Corp. III, a Delaware corporation (the “Acquiror”), and (ii) the undersigned parties listed as “Holders” on the signature page hereto (each, a “Holder” and collectively, the “Holders”).
AMENDMENT TO MERGER AGREEMENTMerger Agreement • May 3rd, 2021 • CF Finance Acquisition Corp. III • Blank checks
This AMENDMENT TO MERGER AGREEMENT, dated as of April 30, 2021 (this “Amendment”), is made and entered into by and among (i) CF Finance Acquisition Corp. III, a Delaware corporation (“Acquiror”), (ii) Meliora Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and (iii) AEye, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein but not defined shall have the meanings specified in the Merger Agreement (as defined below).
LOCK-UP AGREEMENTLock-Up Agreement • May 29th, 2024 • AEye, Inc. • Motor vehicle parts & accessories
Re: Securities Purchase Agreement, dated as of May 29, 2024 (the “Purchase Agreement”), between AEye, Inc. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
CF FINANCE ACQUISITION CORP. III, INC. STOCK OPTION AGREEMENT (U.S. Participants)Option Agreement • October 29th, 2021 • AEye, Inc. • Motor vehicle parts & accessories • Delaware
CF Finance Acquisition Corp. III, Inc., a Delaware corporation (the “Company”), has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase a number of shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the CF Finance Acquisition Corp. III, Inc. 2021 Equity Incentive Plan (the “Plan”), as amended, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable p
AMENDMENT TO SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • May 3rd, 2021 • CF Finance Acquisition Corp. III • Blank checks
This AMENDMENT TO SPONSOR SUPPORT AGREEMENT, dated as of April 30, 2021 (this “Amendment”), is made and entered into by and among (i) CF Finance Acquisition Corp. III, a Delaware corporation (“Acquiror”), (ii) CF Finance Holdings III, LLC, a Delaware limited liability company (“Sponsor”), and (iii) AEye, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein but not defined shall have the meanings specified in the Sponsor Support Agreement (as defined below).
OFFICE LEASE by and between TRT NOIP DUBLIN LP, a Delaware limited partnership as Landlord and AEYE,INC., a Delaware corporation as Tenant Park Place One Park Place Dublin, California 94568 OFFICE LEASE THIS OFFICE LEASE (this “Lease”) is made as of...Office Lease • May 13th, 2021 • CF Finance Acquisition Corp. III • Blank checks
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 29th, 2024 • AEye, Inc. • Motor vehicle parts & accessories • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 29, 2024, is by and among AEye, Inc., Delaware corporation with headquarters located at One Park Place, Dublin, CA 94568 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 17th, 2021 • CF Finance Acquisition Corp. III • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February 17, 2021, by and among CF Finance Holdings III, LLC, a Delaware limited liability company (“Sponsor”), CF Finance Acquisition Corp. III, a Delaware corporation (“Acquiror”), and AEye, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the date of this Agreement (as amended from time to time, the “Merger Agreement”) by and among Acquiror, Meliora Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Acquiror (“Merger Sub”), and the Company.
AEye, Inc. Securities PURCHASE AGREEMENTSecurities Purchase Agreement • May 15th, 2024 • AEye, Inc. • Motor vehicle parts & accessories • Delaware
This Securities Purchase Agreement (this “Agreement”) is made as of May 10, 2024, by and between AEye, Inc., a Delaware corporation (the “Company”), and Dowslake Microsystems Corporation, a Virginia corporation (the “Purchaser”).
Non-Qualified Stock Option Agreement Pursuant to the US LADAR, Inc. Equity Incentive Plan This NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made as of the day of , , by US LADAR, Inc., a Delaware corporation (the “Corporation”), and...Non-Qualified Stock Option Agreement • October 29th, 2021 • AEye, Inc. • Motor vehicle parts & accessories • Delaware
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • March 18th, 2022 • AEye, Inc. • Motor vehicle parts & accessories • California
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”) is entered into on ________________, between ________________ (“Executive”) and AEye, Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER* by and among CF FINANCE ACQUISITION CORP. III,Agreement and Plan of Merger • February 17th, 2021 • CF Finance Acquisition Corp. III • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of February 17, 2021 (this “Agreement”), is made and entered into by and among (i) CF Finance Acquisition Corp. III, a Delaware corporation (“Acquiror”), (ii) Meliora Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and (iii) AEye, Inc., a Delaware corporation (the “Company”).
