REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 22nd, 2021 • FoxWayne Enterprises Acquisition Corp. • Blank checks • New York
Contract Type FiledJanuary 22nd, 2021 Company Industry JurisdictionTHIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 19, 2021, is made and entered into by and among FoxWayne Enterprises Acquisition Corp., a Delaware corporation (the “Company”), FoxWayne Enterprises Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto (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”).
FOXWAYNE ENTERPRISES ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 22nd, 2021 • FoxWayne Enterprises Acquisition Corp. • Blank checks • New York
Contract Type FiledJanuary 22nd, 2021 Company Industry JurisdictionFoxWayne Enterprises Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Kingswood Capital Markets, division of Benchmark Investments, Inc. (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
WARRANT AGREEMENT between FOXWAYNE ENTERPRISES ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • January 22nd, 2021 • FoxWayne Enterprises Acquisition Corp. • Blank checks • New York
Contract Type FiledJanuary 22nd, 2021 Company Industry JurisdictionTHIS WARRANT AGREEMENT (this “Agreement”), dated as of January 19, 2021, is by and between FoxWayne Enterprises Acquisition Corp., 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 as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 22nd, 2021 • FoxWayne Enterprises Acquisition Corp. • Blank checks • New York
Contract Type FiledJanuary 22nd, 2021 Company Industry JurisdictionThis Investment Management Trust Agreement (this “Agreement”) is made effective as of January 19, 2021 by and between FoxWayne Enterprises Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • January 8th, 2021 • FoxWayne Enterprises Acquisition Corp. • Blank checks • Delaware
Contract Type FiledJanuary 8th, 2021 Company Industry JurisdictionTHIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between FoxWayne Enterprises Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
FOXWAYNE ENTERPRISES ACQUISITION CORP. UNDERWRITING AGREEMENTFoxWayne Enterprises Acquisition Corp. • January 8th, 2021 • Blank checks • New York
Company FiledJanuary 8th, 2021 Industry JurisdictionFoxWayne Enterprises Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Kingswood Capital Markets, division of Benchmark Investments, Inc. (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
FOXWAYNE ENTERPRISES ACQUISITION CORP.Securities Subscription Agreement • December 9th, 2020 • FoxWayne Enterprises Acquisition Corp. • Blank checks • New York
Contract Type FiledDecember 9th, 2020 Company Industry JurisdictionThis agreement (the “Agreement”) is effective as of October 15, 2020, by and between FoxWayne Enterprises Acquisition Sponsor LLC, incorporated under the laws of Delaware (the “Subscriber” or “you”), and FoxWayne Enterprises Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 1,437,500 shares of class B common stock, $0.0001 par value per share (the “Shares”), up to 187,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 22nd, 2021 • FoxWayne Enterprises Acquisition Corp. • Blank checks • Delaware
Contract Type FiledJanuary 22nd, 2021 Company Industry JurisdictionTHIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 19, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between FoxWayne Enterprises Acquisition Corp., a Delaware corporation (the “Company”), and FoxWayne Enterprises Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
PROMISSORY NOTEFoxWayne Enterprises Acquisition Corp. • June 29th, 2022 • Pharmaceutical preparations
Company FiledJune 29th, 2022 IndustryFoxWayne Enterprises Acquisition Corp. (“Maker”) promises to pay to the order of _________________ or its successors or assigns (“Payee”) the principal sum of _____________________________ ($____________) in lawful money of the United States of America, on the terms and conditions described below.
FoxWayne Enterprises Acquisition Corp.Letter Agreement • January 22nd, 2021 • FoxWayne Enterprises Acquisition Corp. • Blank checks
Contract Type FiledJanuary 22nd, 2021 Company Industry
FORM OF SPONSOR SUPPORT AGREEMENTForm of Sponsor Support Agreement • September 20th, 2022 • FoxWayne Enterprises Acquisition Corp. • Pharmaceutical preparations
Contract Type FiledSeptember 20th, 2022 Company IndustryThis SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of [●], 2022, is by and among FOXWAYNE ENTERPRISES ACQUISITION SPONSOR LLC, a Delaware limited liability company (“Sponsor”), FOXWAYNE ENTERPRISES ACQUISITION CORP., a Delaware corporation (“Parent”), and CLOVER INC., a corporation organized under the laws of Ontario (the “Company”).
FORM OF PARENT SUPPORT AGREEMENTForm of Parent Support Agreement • September 20th, 2022 • FoxWayne Enterprises Acquisition Corp. • Pharmaceutical preparations
Contract Type FiledSeptember 20th, 2022 Company IndustryThis PARENT SUPPORT AGREEMENT (this “Agreement”), dated as of [●], 2022, is by and among FOXWAYNE ENTERPRISES ACQUISITION CORP., a Delaware corporation (“Parent”), CLOVER INC., a corporation organized under the laws of Ontario (the “Company”) and the undersigned (“Stockholder”).
FORM OF STOCKHOLDER SUPPORT AGREEMENTForm of Stockholder Support Agreement • September 20th, 2022 • FoxWayne Enterprises Acquisition Corp. • Pharmaceutical preparations
Contract Type FiledSeptember 20th, 2022 Company IndustryThis STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of [●], 2022, is by and among FOXWAYNE ENTERPRISES ACQUISITION CORP., a Delaware corporation (“Parent”), CLOVER INC., a corporation organized under the laws of Ontario (the “Company”), and the undersigned (“Stockholder”).
FoxWayne Enterprises Acquisition Corp.FoxWayne Enterprises Acquisition Corp. • January 8th, 2021 • Blank checks
Company FiledJanuary 8th, 2021 IndustryThis 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 FoxWayne Enterprises Acquisition Corp.’s (the “Company”) securities and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), FoxWayne Enterprises Acquisition Sponsor LLC shall make available to the Company certain office space, utilities and secretarial support as may be required by the Company from time to time, situated at 1 Rockefeller Plaza, Suite 1039, New York, New York 10020 (or any successor location). In exchange therefore, the Company shall pay FoxWayne Enterprises Acquisition Sponsor LLC the sum of $10,000 per month on the Effective Date and continuing monthly
Aerami Therapeutics Holdings, Inc. Durham, North Carolina, 27713FoxWayne Enterprises Acquisition Corp. • March 4th, 2022 • Pharmaceutical preparations
Company FiledMarch 4th, 2022 Industry
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 20th, 2022 • FoxWayne Enterprises Acquisition Corp. • Pharmaceutical preparations • Delaware
Contract Type FiledSeptember 20th, 2022 Company Industry JurisdictionTHIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among FoxWayne Enterprises Acquisition Corp., a Delaware corporation ( “FoxWayne”), FoxWayne Enterprises Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), the undersigned parties listed as Prior Holders on the signature pages hereto (“Prior Holders”) and certain stockholders of Clover, Inc., a Delaware corporation (the “Target”), listed as Clover Holders on the signature pages hereto (the “Clover Holders” and, together with Sponsor, the Prior Holders and any other person deemed a “Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.02 hereof, a “Holder” and collectively, the “Holders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).
FoxWayne Enterprises Acquisition Corp. 1 Rockefeller Plaza, Suite 1039 New York, New York 10020FoxWayne Enterprises Acquisition Corp. • January 19th, 2023 • Blank checks
Company FiledJanuary 19th, 2023 IndustryReference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 16, 2022, by and among FoxWayne Enterprises Acquisition Corp., a Delaware corporation (“FoxWayne”), Gotham Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of FoxWayne, Clover Inc., a corporation organized under the laws of Ontario (“Clover”), and the stockholders’ representative (each a “Party” and collectively, the “Parties”). Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement.
FoxWayne Enterprises Acquisition Corp.FoxWayne Enterprises Acquisition Corp. • January 22nd, 2021 • Blank checks
Company FiledJanuary 22nd, 2021 IndustryThis 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 FoxWayne Enterprises Acquisition Corp.’s (the “Company”) securities and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), FoxWayne Enterprises Acquisition Sponsor LLC shall make available to the Company certain office space, utilities and secretarial support as may be required by the Company from time to time, situated at 1 Rockefeller Plaza, Suite 1039, New York, New York 10020 (or any successor location). In exchange therefore, the Company shall pay FoxWayne Enterprises Acquisition Sponsor LLC the sum of $10,000 per month on the Effective Date and continuing monthly
Aerami Therapeutics Holdings, Inc. and FoxWayne Enterprises Acquisition Corp. Mutually Agree to Terminate Business Combination AgreementFoxWayne Enterprises Acquisition Corp. • March 4th, 2022 • Pharmaceutical preparations
Company FiledMarch 4th, 2022 IndustryDURHAM, N.C. and NEW YORK, N.Y. – March 4, 2022 – Aerami Therapeutics Holdings, Inc. (“Aerami”), a biopharmaceutical company focused on developing inhaled therapies to treat severe respiratory and chronic diseases, and FoxWayne Enterprises Acquisition Corp. (NASDAQ: FOXW) (“FoxWayne”), a publicly traded special purpose acquisition company (“SPAC”), announced today that they have mutually agreed to terminate their previously announced business combination agreement, effective immediately.