Motive Capital Corp Sample Contracts

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • December 16th, 2020 • Motive Capital Corp • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 10, 2020 by and between Motive Capital Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

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MCF2 Acquisition Corp PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands
Securities Subscription Agreement • November 25th, 2020 • Motive Capital Corp • Blank checks • Delaware

This agreement (this “Agreement”) is entered into on October 1, 2020 by and between MCF2 Sponsor, LLC a Cayman Islands limited liability company (the “Subscriber” or “you”), and MCF2 Acquisition Corp, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 11,500,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,500,000 of which are subject to surrender and cancellation by you 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 Company and the Subscriber’s agreements regarding such Shares are as follows:

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INDEMNITY AGREEMENT
Indemnity Agreement • November 25th, 2020 • Motive Capital Corp • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Motive Capital Corp, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).

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REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
Registration and Shareholder Rights Agreement • December 16th, 2020 • Motive Capital Corp • Blank checks • New York

THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of December 10, 2020, is made and entered into by and among Motive Capital Corp, a Cayman Islands exempted company (the “Company”), Motive Capital Funds Sponsor, LLC, a Cayman Islands limited liability company (the “Sponsor”), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement (each such party, together with the Sponsor and, a “Holder” and collectively the “Holders”).

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Motive Capital Corp New York, NY 10007
Underwriting Agreement • December 16th, 2020 • Motive Capital Corp • Blank checks • New York

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Motive Capital Corp, a Cayman Islands exempted company (the “Company”), UBS Securities LLC (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 36,000,000 of the Company’s units (including up to 5,400,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1

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WARRANT AGREEMENT Dated December 10, 2020
Warrant Agreement • December 16th, 2020 • Motive Capital Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated December 10, 2020, is by and between Motive Capital Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • December 16th, 2020 • Motive Capital 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 December 10, 2020, is entered into by and between Motive Capital Corp, a Cayman Islands exempted company (the “Company”), and Motive Capital Funds Sponsor, LLC , a Cayman Islands limited liability company (the “Purchaser”).

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WARRANT AGREEMENT MOTIVE CAPITAL CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2020
Warrant Agreement • November 25th, 2020 • Motive Capital Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2020, is by and between Motive Capital Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).

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Motive Capital Corp 30,000,000 Units Underwriting Agreement
Underwriting Agreement • November 25th, 2020 • Motive Capital Corp • Blank checks • New York

Motive Capital Corp, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 30,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 4,500,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • September 13th, 2021 • Motive Capital Corp • Blank checks

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 13th day of September, 2021, by and between Motive Capital Corp, a Cayman Islands exempted company (the “Issuer”), which shall be domesticated as a Delaware corporation prior to the closing of the Transactions (as defined herein), and the undersigned (“Subscriber”).

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AGREEMENT AND PLAN OF MERGER by and among Motive Capital Corp FGI Merger Sub, Inc., and Forge Global, Inc. dated as of September 13, 2021
Merger Agreement • September 13th, 2021 • Motive Capital Corp • Blank checks • Delaware

This Agreement and Plan of Merger, dated as of September 13, 2021 (this “Agreement”), is made and entered into by and among Motive Capital Corp, a Cayman Islands exempted company (together with its successor resulting from the Domestication, “Acquiror”), FGI Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Forge Global, Inc., a Delaware corporation (the “Company”).

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Motive Capital Corp 36,000,000 Units Underwriting Agreement
Underwriting Agreement • December 16th, 2020 • Motive Capital Corp • Blank checks • New York

Motive Capital Corp, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 36,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 5,400,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).

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INDEMNIFICATION AGREEMENT (For Directors of Forge Global Holdings, Inc.)
Indemnification Agreement • March 25th, 2022 • Forge Global Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

This Indemnification Agreement (“Agreement”) is made as of ________________ by and between Forge Global Holdings, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).

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INCENTIVE STOCK OPTION AGREEMENT UNDER THE FORGE GLOBAL HOLDINGS, INC.
Incentive Stock Option Agreement • May 26th, 2022 • Forge Global Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services

Pursuant to the Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Forge Global Holdings, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.

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NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE FORGE GLOBAL HOLDINGS, INC. 2022 STOCK OPTION AND INCENTIVE PLAN
Non-Qualified Stock Option Agreement • May 26th, 2022 • Forge Global Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services

Pursuant to the Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Forge Global Holdings, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

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FORGE GLOBAL HOLDINGS, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT FOR MARK LEE
Employment Agreement • March 26th, 2024 • Forge Global Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services

This is an Amended and Restated Employment Agreement entered into between Forge Global Holdings, Inc., a Delaware corporation, or “Forge”, and MARK LEE, or “Executive” (the “Employment Agreement”). The Employment Agreement supersedes in all respects all prior agreements between Executive and the Company regarding the subject matter herein, including without limitation that certain employment agreement between Executive and the Company dated September 20, 2023. The terms and conditions of the Employment Agreement are as follows:

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 19th, 2022 • Motive Capital Corp • Security & commodity brokers, dealers, exchanges & services • California

This Amended and Restated Employment Agreement (“Agreement”) is made by and between Forge Global, Inc., a Delaware corporation (the “Company”), and Jose Cobos (the “Executive”) and is effective September 9, 2021 (the “Effective Date”). Except with respect to any documents related to previously granted equity awards or 2021 bonus awards, this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) that certain offer letter agreement by and between the Executive and the Company, dated on or around November 11, 2019 (the “Prior Agreement”), and (ii) any other offer letter, employment agreement or severance agreement.

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RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE FORGE GLOBAL HOLDINGS, INC. 2022 STOCK OPTION AND INCENTIVE PLAN
Restricted Stock Unit Award Agreement • May 26th, 2022 • Forge Global Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services

Pursuant to the Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Forge Global Holdings, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”) of the Company.

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LOAN OFFSET AGREEMENT
Loan Offset Agreement • March 25th, 2022 • Forge Global Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

This LOAN OFFSET AGREEMENT (this “Agreement”) is hereby entered into this 21st day of March, 2022, by and among Forge Global, Inc. (the “Company”), and Jose Cobos (the “Executive”).

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OFFICE LEASE
Office Lease • March 25th, 2022 • Forge Global Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • California

This Office Lease (the "Lease"), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the "Summary"), below, is made by and between TRANSBAY TOWER LLC, a Delaware limited liability company ("Landlord"), and EQUIDATE, INC., a Delaware corporation ("Tenant").

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RESTRICTED STOCK AWARD AGREEMENT UNDER THE FORGE GLOBAL HOLDINGS, INC. 2022 STOCK OPTION AND INCENTIVE PLAN
Restricted Stock Award Agreement • May 26th, 2022 • Forge Global Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services

Pursuant to the Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Forge Global Holdings, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.0001 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.

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Merger Agreement • August 11th, 2022 • Forge Global Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services
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FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • November 25th, 2020 • Motive Capital Corp • Blank checks • New York

This Forward Purchase Agreement (this “Agreement”) is entered into as of November 24, 2020, by and among Motive Capital Corp, a Cayman Islands exempted company (the “Company”), Motive Capital Fund I-A, LP, a Delaware Limited Partnership, Motive Capital Fund I-B, LP, a Delaware Limited Partnership and Motive Capital Fund I-MPF, LP, a Delaware Limited Partnership (collectively, “Motive Fund I”) and Motive Capital Fund II-A, LP, a Delaware Limited Partnership, Motive Capital Fund II-B, LP, a Delaware Limited Partnership and Motive Capital Fund II-MPF, LP, a Delaware Limited Partnership (collectively, “Motive Fund II” and together with Motive Fund I the “Purchasers” and each a “Purchaser”).

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Merger Agreement • March 26th, 2024 • Forge Global Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services
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CONSULTING AGREEMENT
Consulting Agreement • November 7th, 2024 • Forge Global Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services

THIS CONSULTING AGREEMENT (the “Consulting Agreement”) is made and entered by and between Drew Sievers (“Consultant”) and Forge Global Holdings, Inc. (the “Company”) (each a “Party” and collectively the “Parties”).

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Merger Agreement • February 28th, 2023 • Forge Global Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services
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Merger Agreement • May 9th, 2023 • Forge Global Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services
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Motive Capital Corp 7 World Trade Center
Administrative Support Agreement • November 25th, 2020 • Motive Capital Corp • Blank checks • New York
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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. FORGE GLOBAL, INC....
Services Agreement • March 1st, 2023 • Forge Global Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • California

This Services Agreement (the “Agreement”), is entered into as of January 1, 2023 (the “Effective Date”), by and between Forge Global, Inc. (the “Company” or “Forge”) and Jose Cobos, a resident of the State of California (“Consultant”) (Consultant and the Company collectively, the “Parties”).

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Merger Agreement • August 7th, 2024 • Forge Global Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services
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Merger Agreement • November 6th, 2024 • Forge Global Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services
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SEPARATION AND GENERAL RELEASE AGREEMENT
Separation and General Release Agreement • August 7th, 2024 • Forge Global Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • Georgia

THIS SEPARATION AND GENERAL RELEASE AGREEMENT (this “Agreement” or “Separation Agreement”) is entered into by and between Forge Global Holdings, Inc. (the “Company”), and Johnathan Short (“Executive”).

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. CONSULTING AGREEMENT
Consulting Agreement • August 7th, 2024 • Forge Global Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services

THIS CONSULTING AGREEMENT (the “Consulting Agreement”) is made and entered by and between Johnathan Short (“Consultant”) and Forge Global Holdings, Inc. (the “Company”) (each a “Party” and collectively the “Parties”).

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SEPARATION AND GENERAL RELEASE AGREEMENT
Separation Agreement • November 7th, 2024 • Forge Global Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • California

THIS SEPARATION AND GENERAL RELEASE AGREEMENT (this “Agreement” or “Separation Agreement”) is entered into by and between Forge Global Holdings, Inc. (the “Company”), and Drew Sievers (“Executive”).

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FORGE GLOBAL HOLDINGS, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK
Common Stock Certificate • January 31st, 2022 • Motive Capital Corp • Security & commodity brokers, dealers, exchanges & services

transferable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.

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