REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2021 • FoxWayne Enterprises Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 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
FoxWayne 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
THIS 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
This 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”).
FOXWAYNE ENTERPRISES ACQUISITION CORP.Securities Subscription Agreement • December 9th, 2020 • FoxWayne Enterprises Acquisition Corp. • Blank checks • New York
This 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:
INDEMNITY AGREEMENTIndemnity Agreement • January 8th, 2021 • FoxWayne Enterprises Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between FoxWayne Enterprises Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 22nd, 2021 • FoxWayne Enterprises Acquisition Corp. • Blank checks • New York
THIS 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 8th, 2021 • FoxWayne Enterprises Acquisition Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 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 NOTEPromissory Note • June 29th, 2022 • FoxWayne Enterprises Acquisition Corp. • Pharmaceutical preparations
FoxWayne 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.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • January 22nd, 2021 • FoxWayne Enterprises Acquisition Corp. • Blank checks • Delaware
THIS 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”).
FoxWayne Enterprises Acquisition Corp.Underwriting Agreement • January 22nd, 2021 • FoxWayne Enterprises Acquisition Corp. • Blank checks
FORM OF SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • September 20th, 2022 • FoxWayne Enterprises Acquisition Corp. • Pharmaceutical preparations
This 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 AGREEMENTParent Support Agreement • September 20th, 2022 • FoxWayne Enterprises Acquisition Corp. • Pharmaceutical preparations
This 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 AGREEMENTStockholder Support Agreement • September 20th, 2022 • FoxWayne Enterprises Acquisition Corp. • Pharmaceutical preparations
This 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.Office Space and Support Agreement • January 8th, 2021 • FoxWayne Enterprises Acquisition Corp. • 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 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, 27713Merger Agreement • March 4th, 2022 • FoxWayne Enterprises Acquisition Corp. • Pharmaceutical preparations
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 20th, 2022 • FoxWayne Enterprises Acquisition Corp. • Pharmaceutical preparations • Delaware
THIS 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 10020Merger Agreement • January 19th, 2023 • FoxWayne Enterprises Acquisition Corp. • Blank checks
Reference 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.Office Space and Support Agreement • January 22nd, 2021 • FoxWayne Enterprises Acquisition Corp. • 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 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 AgreementBusiness Combination Agreement • March 4th, 2022 • FoxWayne Enterprises Acquisition Corp. • Pharmaceutical preparations
DURHAM, 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.
