12,000,000 Units NEWBURY STREET ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • March 26th, 2021 • Newbury Street Acquisition Corp • Blank checks • New York
Newbury Street Acquisition Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
Newbury Street Acquisition Corporation Boston, MA 02116Securities Subscription Agreement • February 1st, 2021 • Newbury Street Acquisition Corporation • New York
This agreement (the “Agreement”) is entered into on the date hereof by and between Newbury Street Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Newbury Street Acquisition Corporation, 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 4,312,500 shares of common stock, $0.0001 par value per share (the “Shares”), up to 562,500 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2021 • Newbury Street Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ ], 2021, by and among Newbury Street Acquisition Corporation, a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 26th, 2021 • Newbury Street Acquisition Corp • Blank checks • New York
This Agreement is made as of March 22, 2021 by and between Newbury Street Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
WARRANT AGREEMENTWarrant Agreement • March 26th, 2021 • Newbury Street Acquisition Corp • Blank checks • New York
This agreement is made as of March 22, 2021 between Newbury Street Acquisition Corporation, a Delaware corporation, with offices at 8 Newbury Street, Boston, MA 02116 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 26th, 2021 • Newbury Street Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of March 22, 2021 (“Agreement”), by and among NEWBURY STREET ACQUISITION CORPORATION, a Delaware corporation (“Company”), the stockholders of the Company listed on Exhibit A hereto (the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (“Escrow Agent”).
Newbury Street Acquisition Corporation Boston, MA 02116 EarlyBirdCapital, Inc. New York, NY 10017Underwriting Agreement • March 26th, 2021 • Newbury Street Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Newbury Street Acquisition Corporation, a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
EARLYBIRDCAPITAL, INC.Advisory Agreement • March 15th, 2021 • Newbury Street Acquisition Corp • Blank checks • New York
EARLYBIRDCAPITAL, INC. New York, New York 10017 March 22, 2021Advisory Agreement • March 26th, 2021 • Newbury Street Acquisition Corp • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Newbury Street Acquisition Corporation, a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-252602) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2021 • Newbury Street Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 22nd day of March 22, 2021, by and among Newbury Street Acquisition Corporation, a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
PRIVATE UNITS PURCHASE AGREEMENTPrivate Units Purchase Agreement • March 26th, 2021 • Newbury Street Acquisition Corp • Blank checks • New York
THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of March 22, 2021 (as it may from time to time be amended, this "Agreement"), is entered into by and between Newbury Street Acquisition Corporation, a Delaware Corporation (the "Company"), and EarlyBirdCapital, Inc., a New York corporation (the "Purchaser").
PRIVATE UNITS PURCHASE AGREEMENTPrivate Units Purchase Agreement • March 26th, 2021 • Newbury Street Acquisition Corp • Blank checks • New York
THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of March 22, 2021 (as it may from time to time be amended, this "Agreement"), is entered into by and between Newbury Street Acquisition Corporation, a Delaware corporation (the "Company"), and Newbury Street Acquisition Sponsor LLC, a Delaware limited liability company (the "Purchaser").
THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 27th, 2024 • Newbury Street Acquisition Corp • Blank checks
This Third Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of December 12, 2022, as amended (the “Merger Agreement”), by and among (i) Newbury Street Acquisition Corporation, a Delaware corporation (“Purchaser”), (ii) Infinite Reality Holdings, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Purchaser (“Pubco”), (iii) Infinity Purchaser Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), (iv) Infinity NBIR Company Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Pubco (“Company Merger Sub” and, together with Purchaser Merger Sub, the “Merger Subs,” and the Merger Subs collectively with the Purchaser and Pubco, the “Purchaser Parties”), and (v) Infinite Reality, Inc., a Delaware corporation (the “Company”), is made and entered into as of February 26, 2024 by and among Purchaser, Pubco, Purchaser Merger Sub, Company Merger Sub, and the Company (co
Newbury Street Acquisition CorporationOffice Space and Support Agreement • March 26th, 2021 • Newbury Street 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 of the securities (the “IPO”) of Newbury Street Acquisition Corporation (the “Company”) 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”), Newbury Street Acquisition Sponsor LLC (the “Sponsor”) 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 8 Newbury Street, Boston, MA 02116 (or any successor location). In exchange therefore, the Company shall pay the Sponsor the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. Th
TERMINATION AGREEMENTTermination Agreement • December 20th, 2024 • Newbury Street Acquisition Corp • Blank checks
This Termination Agreement (this “Agreement”), dated as of December 19, 2024, is by and among (i) Newbury Street Acquisition Corporation, a Delaware corporation (the “Purchaser”), (ii) Infinite Reality Holdings, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Purchaser (“Pubco”), (iii) Infinity Purchaser Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), (iv) Infinity NBIR Company Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Pubco (“Company Merger Sub” and, together with Purchaser Merger Sub, the “Merger Subs,” and the Merger Subs collectively with the Purchaser and Pubco, the “Purchaser Parties”), and (v) Infinite Reality, Inc., a Delaware corporation (the “Company,” together with the Purchaser, Pubco, Purchaser Merger Sub and Company Merger Sub, the “Parties”).
Newbury Street Acquisition CorporationOffice Space and Support Agreement • March 15th, 2021 • Newbury Street 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 of the securities (the “IPO”) of Newbury Street Acquisition Corporation (the “Company”) 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”), Newbury Street Acquisition Sponsor LLC (the “Sponsor”) 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 8 Newbury Street, Boston, MA 02116 (or any successor location). In exchange therefore, the Company shall pay the Sponsor the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. Th
ContractMerger Agreement • January 13th, 2023 • Newbury Street Acquisition Corp • Blank checks
Pending Business Combination As previously disclosed, on December 12, 2022, Newbury Street Acquisition Corporation (“Newbury Street”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among (i) Newbury Street, (ii) Infinite Reality Holdings, Inc., and a direct wholly - owned subsidiary of Newbury Street (“Pubco”), (iii) Infinity Purchaser Merger Sub Inc., a direct wholly - owned subsidiary of Pubco, (iv) Infinity NBIR Company Merger Sub Inc., a direct wholly - owned subsidiary of Pubco, and (v) Infinite Reality, Inc. (the “Company”). Cautionary Notes These Confidential Materials (these “Materials”) are based on information provided by the Company and are being delivered on behalf of the Company to a limited number of parties who may be interested in investing in a private placement being conducted in connection with the proposed combination of the Company with Newbury Street. The sole purpose of these Materials is to assist the recipient in deciding whether to pro
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 16th, 2023 • Newbury Street Acquisition Corp • Blank checks
This Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of December 12, 2022 (the “Merger Agreement”), by and among (i) Newbury Street Acquisition Corporation, a Delaware corporation (“Purchaser”), (ii) Infinite Reality Holdings, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Purchaser (“Pubco”), (iii) Infinity Purchaser Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), (iv) Infinity NBIR Company Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Pubco (“Company Merger Sub” and, together with Purchaser Merger Sub, the “Merger Subs,” and the Merger Subs collectively with the Purchaser and Pubco, the “Purchaser Parties”), and (v) Infinite Reality, Inc., a Delaware corporation (the “Company”), is made and entered into as of May 15, 2023 by and among Purchaser, Pubco, Purchaser Merger Sub, Company Merger Sub, and the Company (collectively, the “Partie
FORM OF INDEMNITY AGREEMENTIndemnification & Liability • March 15th, 2021 • Newbury Street Acquisition Corp • Blank checks • New York
This Agreement, made and entered into effective as of [___], 2021 (“Agreement”), by and between Newbury Street Acquisition Corporation, a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”).
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 27th, 2023 • Newbury Street Acquisition Corp • Blank checks
This Second Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of December 12, 2022 (the “Merger Agreement”), by and among (i) Newbury Street Acquisition Corporation, a Delaware corporation (“Purchaser”), (ii) Infinite Reality Holdings, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Purchaser (“Pubco”), (iii) Infinity Purchaser Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), (iv) Infinity NBIR Company Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Pubco (“Company Merger Sub” and, together with Purchaser Merger Sub, the “Merger Subs,” and the Merger Subs collectively with the Purchaser and Pubco, the “Purchaser Parties”), and (v) Infinite Reality, Inc., a Delaware corporation (the “Company”), is made and entered into as of July 21, 2023 by and among Purchaser, Pubco, Purchaser Merger Sub, Company Merger Sub, and the Company (collectively, the
