REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 7th, 2020 • Highland Transcend Partners I Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 2, 2020, is made and entered into by and among Highland Transcend Partners I Corp., a Cayman Islands exempted company (the “Company”), Highland Transcend Partners I, LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, 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”).
INDEMNITY AGREEMENTIndemnity Agreement • December 7th, 2020 • Highland Transcend Partners I Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 2, 2020, by and between HIGHLAND TRANSCEND PARTNERS I CORP., a Cayman Islands exempted company (the “Company”), and William Hockey (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 20th, 2020 • Highland Transcend Partners I Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Highland Transcend Partners I Corp., a Cayman Islands exempted company (the “Company”), and [Highland Transcend Partners, LLC], a Delaware limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnification Agreement • December 7th, 2020 • Highland Transcend Partners I Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 2, 2020, by and between HIGHLAND TRANSCEND PARTNERS I CORP., a Cayman Islands exempted company (the “Company”), and Robert Davis (“Indemnitee”).
Highland Transcend Partners I Corp. Cambridge, MA 02138Underwriting Agreement • November 25th, 2020 • Highland Transcend Partners I Corp. • 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 Highland Transcend Partners I Corp., a Cayman Islands exempted company (the “Company”), and Goldman Sachs & Co. LLC and J.P. Morgan 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 up to 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 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment a
FOURTH AMENDMENT AND JOINDER TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENTCredit Agreement • October 22nd, 2021 • Highland Transcend Partners I Corp. • Blank checks • New York
CREDIT AGREEMENT dated as of July 24, 2020 (as it may be amended or modified from time to time, this “Agreement”) among Entourage Commerce, LLC and Pharmapacks, LLC, as Borrowers, Greenpharm Ventures LLC, as a Guarantor, the other Loan Parties party hereto from time to time, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
WARRANT AGREEMENTWarrant Agreement • December 7th, 2020 • Highland Transcend Partners I Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 2, 2020, is by and between Highland Transcend Partners I 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,” and also referred to herein as the “Transfer Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 20th, 2020 • Highland Transcend Partners I Corp. • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of October 13, 2020, is made and entered into by and between Highland Transcend Partners I Corp., a Cayman Islands exempted company (the “Company”), and Highland Transcend Partners, LLC, a Delaware limited liability company (the “Buyer”).
Underwriting AgreementUnderwriting Agreement • December 7th, 2020 • Highland Transcend Partners I Corp. • Blank checks • New York
Highland Transcend Partners I 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 27,500,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 4,125,000 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”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 7th, 2020 • Highland Transcend Partners I Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 2, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Highland Transcend Partners I Corp., a Cayman Islands exempted company (the “Company”), and Highland Transcend Partners I, LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 7th, 2020 • Highland Transcend Partners I Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 2, 2020 by and between Highland Transcend Partners I Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 20th, 2020 • Highland Transcend Partners I Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020 by and between Highland Transcend Partners I Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PHARMAPACKS, LLC EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 10th, 2022 • Highland Transcend Partners I Corp. • Retail-catalog & mail-order houses • New York
Pharmapacks, LLC, a New York limited liability company (the “Company”) and Andrew Vagenas (the “Executive”) (the Company and the Executive each a “Party” and, collectively, the “Parties”) enter into this EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) dated as of January 6, 2022 (the “Effective Date”).
TAX RECEIVABLE AGREEMENT amongTax Receivable Agreement • September 9th, 2021 • Highland Transcend Partners I Corp. • Blank checks • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [•], is hereby entered into by and among Packable Commerce, Inc., a Delaware corporation (the “Corporate Taxpayer”), the TRA Party Representative and each of the other persons from time to time party hereto (the “TRA Parties”). Capitalized terms used but not defined herein have their respective meanings set forth in the Merger Agreement.
Highland Transcend Partners I Corp. Cambridge, MA 02138Underwriting Agreement • December 7th, 2020 • Highland Transcend Partners I Corp. • 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 Highland Transcend Partners I Corp., a Cayman Islands exempted company (the “Company”), and Goldman Sachs & Co. LLC and J.P. Morgan 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 up to 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 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment a
AGREEMENT AND PLAN OF MERGER BY AND AMONG HIGHLAND TRANSCEND PARTNERS I CORP., PICASSO MERGER SUB I, INC., PICASSO MERGER SUB II, LLC, PICASSO MERGER SUB III, LLC, CARLYLE PARTNERS VII PACER HOLDINGS, L.P., CP VII PACER CORP., CP VII PACER EU L.P.,...Merger Agreement • September 9th, 2021 • Highland Transcend Partners I Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September [9], 2021, is entered into by and among (i) Highland Transcend Partners I Corp., a Cayman Islands exempted company (NYSE: HTPA.U), which shall domesticate as a Delaware corporation in accordance herewith (“HTP”), (ii) Picasso Merger Sub I, Inc., a Delaware corporation and wholly owned direct Subsidiary of HTP (“Blocker Merger Sub I”), (iii) Picasso Merger Sub II, LLC, a Delaware limited liability company and wholly owned direct Subsidiary of HTP (“Blocker Merger Sub II” and together with Blocker Merger Sub I, “Blocker Merger Subs”), (iv) Picasso Merger Sub III, LLC, a Delaware limited liability company and a wholly owned direct Subsidiary of HTP (“Company Merger Sub”, and together with HTP and the Blocker Merger Subs, the “HTP Parties”), (v) Carlyle Partners VII Pacer Holdings, L.P., a Delaware limited partnership (“Pacer Holdings”), (vi) CP VII Pacer Corp., a Delaware corporation (“Pacer Corp. Blocker”), (vii)
SUBSCRIPTION AGREEMENTSubscription Agreement • September 9th, 2021 • Highland Transcend Partners I Corp. • Blank checks
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Highland Transcend Partners I Corp., a Cayman Islands exempted company (including any successor thereto pursuant to the terms of the Transaction Agreement (as defined below), “Highland Transcend”), and the undersigned investor (the “Investor”), in connection with the proposed business combination (as further described in the Transaction Agreement, the “Transaction”) between Highland Transcend and Packable Holdings, LLC, a limited liability company incorporated under the laws of Delaware (the “Company”), pursuant to the Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”) to be entered into by and among Highland Transcend, the Company, CP VII Pacer Corp., a Delaware corporation and CP VII Pacer EU L.P., a Delaware limited partnership, pursuant to which, amon
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 9th, 2021 • Highland Transcend Partners I Corp. • Blank checks
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is being executed and delivered as of September 8, 2021, by each of the Persons named on Schedule I attached hereto (each, an “Equityholder” and collectively, the “Equityholders”), in favor of, and for the benefit of Highland Transcend Partners I Corp., a Cayman Islands exempted company (together with its successors, including the resulting Delaware corporation after the consummation of the Domestication (as defined below), “HTP”), and Packable Holdings, LLC, a Delaware limited liability company (together with its successors, including the surviving limited liability company in the Merger (as defined below), the “Company”). For purposes of this Agreement, HTP, the Company and the Equityholders are each a “Party” and collectively the “Parties”. Each capitalized term used and not otherwise defined herein has the meaning ascribed to such term in the Merger Agreement (as defined below).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 9th, 2021 • Highland Transcend Partners I Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [-], is made and entered into by and among Packable Commerce, Inc., a Delaware corporation (the “Company”), Highland Transcend Partners I, LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each, a “Holder” and collectively, the “Holders”).
Second AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 26th, 2022 • Highland Transcend Partners I Corp. • Retail-catalog & mail-order houses
This Second Amendment (this “Amendment”) to that certain Agreement and Plan of Merger, dated as of September 8, 2021, by and among Highland Transcend Partners I Corp., a Cayman Islands exempted Company (NYSE: HTPA.U) (“HTP”), Picasso Merger Sub I, Inc., a Delaware corporation and wholly owned direct subsidiary of HTP (“Blocker Merger Sub I”), Picasso Merger Sub II, LLC, a Delaware limited liability company and wholly owned direct subsidiary of HTP (“Blocker Merger Sub II” and together with Blocker Merger Sub I, the “Blocker Merger Subs”), Picasso Merger Sub III, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of HTP (“Company Merger Sub”), Carlyle Partners VII Pacer Holdings, L.P., a Delaware limited partnership (“Pacer Holdings”), CP VII Pacer Corp., a Delaware corporation (“Pacer Corp. Blocker”), CP VII Pacer EU L.P., a Delaware limited partnership (“Pacer L.P. Blocker”, and together with Pacer Corp. Blocker, the “Blockers” and together with Pacer Holdi
LEASELease • October 22nd, 2021 • Highland Transcend Partners I Corp. • Blank checks
This Lease (“Lease”) is made as of the 22nd day of May, 2019 (the “Effective Date”) by and between Quality King Distributors, Inc. (“Landlord”), a New York corporation, located at 35 Sawgrass Drive, Bellport, New York 11713, and Pharmapacks, LLC (“Tenant”), having a place of business at 1516 Motor Parkway, Hauppage, New York 11749.
HIGHLAND TRANSCEND PARTNERS I CORP. Cambridge, MA 02138Administrative Services Agreement • November 20th, 2020 • Highland Transcend Partners I Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Highland Transcend Partners I Corp. (the “Company”) and [Highland Transcend Partners, 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 New York Stock Exchange (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 LIMITED LIABILITY COMPANY AGREEMENT OF PACKABLE HOLDINGS, LLCLimited Liability Company Agreement • September 9th, 2021 • Highland Transcend Partners I Corp. • Blank checks • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Packable Holdings, LLC, a Delaware limited liability company (the “Company”), is made as of [•], 2021 (the “Effective Date”) by and among Packable Commerce, Inc., a Delaware corporation (“PubCo”), as the Managing Member, and the Members set forth on Schedule I hereto and each other person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act (as defined below).
Re: Sponsor Letter AgreementSponsor Letter Agreement • September 9th, 2021 • Highland Transcend Partners I Corp. • Blank checks
This letter agreement (this “Sponsor Letter Agreement”) is being delivered in connection with that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented, modified or waived from time to time in accordance with its terms, the “Merger Agreement”), by and among Highland Transcend Partners I Corp., a Cayman Islands exempted company (including any successor entity thereto, including upon the Domestication (as defined in the Merger Agreement), “HTP”), Picasso Merger Sub I, Inc., a Delaware corporation and wholly owned direct subsidiary of HTP (“Blocker Merger Sub I”), Picasso Merger Sub II, LLC, a Delaware limited liability company and wholly owned direct subsidiary of HTP (“Blocker Merger Sub II” and together with Blocker Merger Sub I, “Blocker Merger Subs”), Picasso Merger Sub III, LLC a Delaware limited liability company and a wholly owned direct subsidiary of HTP (“Company Merger Sub”, and together with HTP and the Blocker Merger Subs, the
TERMINATION AND RELEASE AGREEMEntTermination and Release Agreement • March 25th, 2022 • Highland Transcend Partners I Corp. • Retail-catalog & mail-order houses
This TERMINATION AND RELEASE AGREEMENT, dated as of March 24, 2022 (this “Agreement”), is entered into by and among Highland Transcend Partners I Corp., a Cayman Islands exempted company (NYSE: HTPA.U) (“HTP”), Picasso Merger Sub I, Inc., a Delaware corporation and wholly owned direct subsidiary of HTP (“Blocker Merger Sub I”), Picasso Merger Sub II, LLC, a Delaware limited liability company and wholly owned direct subsidiary of HTP (“Blocker Merger Sub II”), Picasso Merger Sub IV, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of HTP (“GPI Blocker Merger Sub” and together with Blocker Merger Sub I and Blocker Merger Sub II, the “Blocker Merger Subs”), Picasso Merger Sub III, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of HTP (“Company Merger Sub” and together with HTP and the Blocker Merger Subs, the “HTP Parties”), Carlyle Partners VII Pacer Holdings, L.P., a Delaware limited partnership (“Pacer Holdings”), CP VII Pac
EXCHANGE AGREEMENTExchange Agreement • September 9th, 2021 • Highland Transcend Partners I Corp. • Blank checks • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of [•], 2021, by and among Packable Commerce, Inc., a Delaware corporation, Packable Holdings, LLC, a Delaware limited liability company, and the holders from time to time party hereto, other than the Corporation (as defined herein), of Common Units (as defined herein) from time to time party hereto.
HIGHLAND TRANSCEND PARTNERS I CORP. Cambridge, MA 02138Administrative Services Agreement • December 7th, 2020 • Highland Transcend Partners I Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Highland Transcend Partners I Corp. (the “Company”) and Highland Transcend Partners I, 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 New York Stock Exchange (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”):
LEASE BY AND BETWEEN 80 WILSHIRE BLVD. L.P., LANDLORD AND PHARMAPACKS, LLC, TENANT FOR THE PREMISES KNOWN AS 80 WILSHIRE BOULEVARD EDGEWOOD, NEW YORKLease Agreement • October 22nd, 2021 • Highland Transcend Partners I Corp. • Blank checks
THIS INDENTURE OF LEASE (the “Lease”), dated as of the 13th day of March, 2020, between 80 Wilshire Blvd. L.P., a New York limited partnership having an office at 1 Executive Drive, Edgewood, New York 11717 (hereafter referred to as “Landlord”) and Pharmapacks, LLC, a New York limited liability company, with an address at 1516 Motor Parkway, Islandia, New York 11749 (hereafter referred to as “Tenant”).
BDG 1516 MP, LLC and 1516 MP, LLC, as Tenants in Common LANDLORD ENTOURAGE COMMERCE, LLC TENANTLease • October 22nd, 2021 • Highland Transcend Partners I Corp. • Blank checks • New York
AMENDED AND RESTATED LEASELease Agreement • October 22nd, 2021 • Highland Transcend Partners I Corp. • Blank checks
WHEREAS, CH/BDG Harvill, LLC, a Delaware limited liability company (“CH/BDG Harvill, LLC”), entered into an Agreement to Purchase Real Property and Improvements to be Constructed Thereon and Joint Escrow Instructions dated as of June 11, 2021 (the “Purchase Agreement”) with RG Harvill RIV CO LLC concerning the acquisition of the Land and the Building (each as defined herein);
First AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 22nd, 2021 • Highland Transcend Partners I Corp. • Blank checks • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Packable Holdings, LLC, a Delaware limited liability company (the “Company”), is made as of [•], 2021 (the “Effective Date”) by and among the Company, the Members set forth on Schedule I hereto and each other person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act (as defined below).
