REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2021 • Silver Spike Acquisition Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 10, 2021, is made and entered into by and among Silver Spike Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Silver Spike Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”, together with any other parties listed on the signature pages hereto 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”).
25,000,000 Units Silver Spike Acquisition Corp II UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2021 • Silver Spike Acquisition Corp II • Blank checks • New York
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • March 15th, 2021 • Silver Spike Acquisition Corp II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 10, 2021, by and between Silver Spike Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Gregory Gentile (“Indemnitee”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • March 15th, 2021 • Silver Spike Acquisition Corp II • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of March 10, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Silver Spike Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Silver Spike Sponsor II, LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 5th, 2021 • Silver Spike Acquisition Corp II • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Silver Spike Acquisition Corp II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[·] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 5th, 2021 • Silver Spike Acquisition Corp II • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of September 18, 2020, is made and entered into by and between Silver Spike Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Silver Spike Sponsor II, LLC, a Delaware limited liability company (the “Buyer”).
Silver Spike Acquisition Corp II 660 Madison Avenue, Suite 1600 New York, New York, 10065 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 15th, 2021 • Silver Spike Acquisition Corp II • Blank checks • New York
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 between Silver Spike Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC and Stifel, Nicolaus & Company, Incorporated (the “Representatives”), as the representatives of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 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 Class A ordinary share of the Company, par value $0.0001 per share (the “Class A ordinary shares”), and one-fourth of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in th
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 15th, 2021 • Silver Spike Acquisition Corp II • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Silver Spike Acquisition Corp II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[·] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
WARRANT AGREEMENT between SILVER SPIKE ACQUISITION CORP II and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 15th, 2021 • Silver Spike Acquisition Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 10, 2021, is by and between Silver Spike Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • January 20th, 2022 • Silver Spike Acquisition Corp II • Blank checks
This Sponsor Support Agreement (this “Agreement”) is entered into on January [●], 2022 by Silver Spike Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), Silver Spike Acquisition Corp II, a Cayman Islands exempted company (including any successor entity thereto, including as resulting from the Domestication Merger or the Business Combination Merger (each as defined in the Business Combination Agreement (as hereinafter defined)), “SPAC”), Eleusis Inc., a Delaware corporation (“HoldCo”), and Eleusis Holdings Limited, a company incorporated under the laws of England and Wales with company number 10809365 (the “Company”). The Sponsor, SPAC, HoldCo, and the Company are sometimes collectively referred to herein as the “Parties”, and each of them is sometimes individually referred to herein as a “Party”. Certain terms used in this Agreement have the applicable meanings ascribed to them in Section 3.1.
BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER by and among SILVER SPIKE ACQUISITION CORP II, SILVER SPIKE MERGER SUB II, INC. ELEUSIS INC., ECLIPSE MERGER SUB, INC., and ELEUSIS HOLDINGS LIMITED dated as of January 20, 2022Business Combination Agreement and Plan of Merger • January 20th, 2022 • Silver Spike Acquisition Corp II • Blank checks • Delaware
Silver Spike Acquisition Corp IISilver Spike Acquisition Corp II • March 15th, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Silver Spike Acquisition Corp II (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Silver Spike Sponsor, II LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, at 660 Madison Avenue, Suite 1600, New York, New York 10065. In exchange therefore, the Company shall pay Silver Spike Sponsor II, LLC $20,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
Silver Spike Acquisition Corp IISilver Spike Acquisition Corp II • February 5th, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Silver Spike Acquisition Corp II (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Silver Spike Sponsor, II LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, at 660 Madison Avenue, Suite 1600, New York, New York 10065. In exchange therefore, the Company shall pay Silver Spike Sponsor II, LLC $20,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
TERMINATION AND FEE AGREEMENTTermination and Fee Agreement • June 9th, 2022 • Silver Spike Acquisition Corp II • Blank checks • Delaware
This TERMINATION AND FEE AGREEMENT (this “Agreement”), dated as of June 9, 2022, is entered into by and between Silver Spike Acquisition Corp II, an exempted company incorporated in the Cayman Islands with limited liability (“SPAC”), Silver Spike Merger Sub II, Inc., a Delaware corporation and a direct, wholly owned subsidiary of SPAC (“Merger Sub 1”), Eleusis Inc., a Delaware corporation (“Holdco”), Eclipse Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Holdco (“Merger Sub 2”), and Eleusis Holdings Limited, a company incorporated under the laws of England and Wales with company number 10809365 (the “Company”) (each, a “Party”, and collectively, the “Parties”).
AMENDMENT TO THE TERMINATION AND FEE AGREEMENTThe Termination and Fee Agreement • September 26th, 2022 • Silver Spike Acquisition Corp II • Blank checks
This Amendment (this “Amendment”) to the Termination and Fee Agreement, dated as of June 9, 2022, by and among Silver Spike Acquisition Corp II, an exempted company incorporated in the Cayman Islands with limited liability (“SPAC”), Silver Spike Merger Sub II, Inc., a Delaware corporation and a direct, wholly owned subsidiary of SPAC (“Merger Sub 1”), Eleusis Inc., a Delaware corporation (“Holdco”), Eclipse Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Holdco (“Merger Sub 2”), and Eleusis Holdings Limited, a company incorporated under the laws of England and Wales with company number 10809365 (the “Company”) (the “Agreement”), is entered into as of September 23, 2022, by the Company.
