RE: Securities Subscription AgreementSecurities Subscription Agreement • January 12th, 2021 • BlueRiver Acquisition Corp. • Blank checks • New York
This agreement (this “Agreement”) is entered into on October 23, 2021 by and between BlueRiver Ventures, LLC, a Cayman Islands exempted company (the “Subscriber” or “you”), and BlueRiver Acquisition Corp., a Cayman Islands limited liability company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 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’s and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 8th, 2021 • BlueRiver Acquisition Corp. • Blank checks • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of January 28, 2021 between BlueRiver Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [___] (“Indemnitee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • February 8th, 2021 • BlueRiver Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January 28, 2021, is made and entered into by and among BlueRiver Acquisition Corp., a Cayman Islands exempted company (the “Company”), BlueRiver Ventures, LLC, a Cayman Islands exempted limited liability company (the “Sponsor”, and together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).
BlueRiver Acquisition Corp. San Antonio, Texas 78209 Re: Initial Public OfferingUnderwriting Agreement • January 25th, 2021 • BlueRiver Acquisition 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 BlueRiver Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Goldman Sachs & Co. LLC. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 28,750,000 of the Company’s units (including 3,750,000 units that may be purchased pursuant to the Underwriter’s option to purchase additional units, the “Units”), each comprised 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 and a prospectus (the “Prospectus”) filed by th
WARRANT AGREEMENTWarrant Agreement • February 8th, 2021 • BlueRiver Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated January 28, 2021, is by and between BlueRiver Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 8th, 2021 • BlueRiver Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 2, 2021 by and between BlueRiver Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
25,000,000 Units Underwriting AgreementUnderwriting Agreement • February 8th, 2021 • BlueRiver Acquisition Corp. • Blank checks • New York
BlueRiver Acquisition 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 25,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,7500,000 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 hereinafter called the “Units”).
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • January 25th, 2023 • BlueRiver Acquisition Corp. • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of [●], 2023 by and among BlueRiver Acquisition Corp. (“BLUA”), BlueRiver Ventures, LLC (the “Sponsor”) and the undersigned investor (“Investor”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • February 8th, 2021 • BlueRiver Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of January 28, 2021, is entered into by and between BlueRiver Acquisition Corp., a Cayman Islands exempted company (the “Company”), and BlueRiver Ventures, LLC, a Cayman Islands limited liability company (the “Purchaser”).
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • July 25th, 2023 • BlueRiver Acquisition Corp. • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of July __, 2023 by and among BlueRiver Acquisition Corp. (“BLUA”), BlueRiver Ventures, LLC (the “Sponsor”) and the undersigned investor (“Investor”).
SErVICES AGREEMENTServices Agreement • February 8th, 2021 • BlueRiver Acquisition Corp. • Blank checks • Delaware
This Services Agreement (“Agreement”) is effective as of January 28, 2021 (the “Effective Date”), by and between BlueRiver Acquisition Corp., a Cayman Islands exempted company (“Company”) and BlueRiver Ventures Services LLC, a Delaware limited liability company (“Service Provider” and together with Company, the “Parties” and each a “Party”).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 8th, 2024 • BlueRiver Acquisition Corp. • Surgical & medical instruments & apparatus
This Amendment to Agreement and Plan of Merger (this “Amendment”) is entered into effective as of February 2, 2024, by and among BlueRiver Acquisition Corp., a Cayman Islands exempted company (together with its successor pursuant to the Domestication (as defined in the Agreement), “BlueRiver”), BLUA Merger Sub LLC, a Texas limited liability company and a wholly owned direct Subsidiary of BlueRiver (“Merger Sub”), and Spinal Stabilization Technologies, LLC, a Texas limited liability company (the “Company”). BlueRiver, Merger Sub, the Company and, when designated by the Company, the Holder Representative are referred to herein as the “Parties”. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings given to them in that certain Agreement and Plan of Merger, dated as of July 21, 2023 (the “Agreement”), by and among the Parties.
CONSULTING AGREEMENTConsulting Agreement • November 30th, 2023 • BlueRiver Acquisition Corp. • Surgical & medical instruments & apparatus
This Consulting Agreement (“Agreement”) is dated as of February 1, 2023, the “Effective Date”), by and between Spinal Stabilization Technologies, LLC, a Texas corporation (“Company”), and Frank M Phillips MD (“Consultant”).
ContractConvertible Note • November 30th, 2023 • BlueRiver Acquisition Corp. • Surgical & medical instruments & apparatus • Texas
THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). OR UNDER ANY APPLICABLE STATE SECURITIES LAW. THIS NOTE MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGED, EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS, OR (2) UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS
AMENDMENTMaster Terms and Conditions • November 30th, 2023 • BlueRiver Acquisition Corp. • Surgical & medical instruments & apparatus
AMENDMENT (the “Amendment”), dated to be effective as of August 23, 2023 (the “Amendment Effective Date”), by and between SPINAL STABILIZATION TECHNOLOGIES, LLC (“Client”), and PROSPECT LIFE SCIENCES (“PLS”).
CONTRACT OF EMPLOYMENTContract of Employment • November 14th, 2023 • BlueRiver Acquisition Corp. • Surgical & medical instruments & apparatus
This document sets out the principal terms and conditions of employment which incorporates the written particulars required by the Terms of Employment (Information) Act, 1994 as amended, and the Unfair Dismissals Acts 1977 - 2007. This contract is subject to credit checks and employer references satisfactory to the Company.
LEASE of UNITS 4 AND 5 KILKENNY ENTERPRISE CENTRE, PURCELLSINCH, KILKENNY [including use of 8 car spaces]Lease Agreement • November 30th, 2023 • BlueRiver Acquisition Corp. • Surgical & medical instruments & apparatus
Initial Rent: €75,000 per annum exclusive of VAT for years 1 and 2, €82,500 per annum exclusive of Vat for years 3 and 4 and €90,000 per annum exclusive of Vat for year 5. (3 month rent free period in year 1 means total rent due in this year is €56,250)
Re: Sponsor Letter AgreementSponsor Letter Agreement • July 24th, 2023 • BlueRiver Acquisition Corp. • Blank checks
Reference is made to that certain Agreement and Plan of Merger, dated July 21, 2023 (as such agreement may be amended from time to time, the “Merger Agreement”), by and among BlueRiver Acquisition Corp., a Cayman Islands exempted company (“BlueRiver”), BLUA Merger Sub LLC, a Texas limited liability company and a wholly owned direct Subsidiary of BlueRiver (“Merger Sub”), and Spinal Stabilization Technologies, LLC, a Texas limited liability company (the “Company”). Any capitalized term used but not defined herein will have the meanings ascribed thereto in the Merger Agreement.
Restricted Incentive B2 Unit AgreementRestricted Incentive B2 Unit Agreement • November 30th, 2023 • BlueRiver Acquisition Corp. • Surgical & medical instruments & apparatus
This Restricted Incentive B2 Unit Agreement (“Agreement”) is made and entered into by and between Spinal Stabilization Technologies, LLC, a Texas limited liability company (the “Company”), and _________ (“Recipient”) effective as of August 8, 2016 (the “Effective Date”).
SPINAL STABILIZATION TECHNOLOGIES, LLC FIFTH AMENDED AND RESTATED COMPANY AGREEMENTCompany Agreement • January 12th, 2024 • BlueRiver Acquisition Corp. • Surgical & medical instruments & apparatus • Texas
This Fifth Amended and Restated Company Agreement, dated as of [●] (this “Agreement”), is entered into by and among Spinal Stabilization Technologies, LLC, a Texas limited liability company (the “Company”), Spinal Stabilization Technologies, Inc. (f/k/a BlueRiver Acquisition Corp.), a Delaware corporation, as Managing Member and on its behalf and the Members. Capitalized terms used herein without definition shall have the meanings assigned to such terms in Article I.
AGREEMENT AND PLAN OF MERGER by and among BLUERIVER ACQUISITION CORP., BLUA MERGER SUB LLC, and Spinal Stabilization Technologies, LLC dated as of July 21, 2023Merger Agreement • July 24th, 2023 • BlueRiver Acquisition Corp. • Blank checks • Delaware
First Amendment To Restricted Incentive B2 Unit AgreementRestricted Incentive B2 Unit Agreement • November 30th, 2023 • BlueRiver Acquisition Corp. • Surgical & medical instruments & apparatus
This First Amendment to Restricted Incentive B2 Unit Agreement (this “First Amendment”) is made and entered into by and between Spinal Stabilization Technologies, LLC, a Texas limited liability company (the “Company”), and _________ (“Recipient”) effective as of March 3, 2017, (the “Effective Date”).
Supplier Quality AgreementSupplier Quality Agreement • November 30th, 2023 • BlueRiver Acquisition Corp. • Surgical & medical instruments & apparatus
This agreement, effective as of 2021-02-17 (“Effective Date”), is made and entered into by and between Spinal Stabilization Technologies (“Purchaser”), and GFE, LLC (“Supplier”), whose current address is 1 Key Way Cape Neddick, ME 03902. The Purchaser intends to obtain Products and/or Services from the Supplier under the terms and conditions of this Supplier Quality Agreement and the Purchaser’s purchase orders and specifications.
NOTES AMENDMENT AGREEMENTNotes Amendment Agreement • November 30th, 2023 • BlueRiver Acquisition Corp. • Surgical & medical instruments & apparatus • Texas
NOTES AMENDMENT AGREEMENT (this “Amendment”), dated effective as of October 29, 2021 (the “Amendment Effective Date”), by and between SPINAL STABILIZATION TECHNOLOGIES, LLC, a Texas limited liability company (the “Company”), and the Convertible Noteholders party hereto, being Convertible Noteholders holding a majority-in-interest of the total principal amount of all Existing Notes now outstanding (the “Requisite Noteholders”).
MEMBER SUPPORT AGREEMENTMember Support Agreement • July 24th, 2023 • BlueRiver Acquisition Corp. • Blank checks
This MEMBER SUPPORT AGREEMENT (this “Agreement”) is being executed and delivered as of July 21, 2023, by the Person named on the signature page hereto (the “Equityholder”), in favor of, and for the benefit of BlueRiver Acquisition Corp., a Cayman Islands exempted company (together with its successors, including the resulting Delaware corporation after the consummation of the Domestication (as defined below), “BlueRiver”), and Spinal Stabilization Technologies, LLC, a Texas 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, BlueRiver, the Company and the Equityholder 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).
