SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 26th, 2023 • Better Therapeutics, Inc. • Services-health services • New York
This Securities Purchase Agreement (this “Agreement”), dated as of July 25, 2023, between Better Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
5,000,000 Units Mountain Crest Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • January 13th, 2021 • Mountain Crest Acquisition Corp II • Blank checks • New York
The undersigned, Mountain Crest Acquisition Corp. II, a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 13th, 2021 • Mountain Crest Acquisition Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is entered into as of the 7th day of January, 2021, by and among Mountain Crest Acquisition Corp. II, a Delaware corporation (the “Company” ) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors” ).
BETTER THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 202[•] Subordinated Debt SecuritiesIndenture • April 18th, 2023 • Better Therapeutics, Inc. • Services-health services • New York
INDENTURE, dated as of [•], 202 , among BETTER THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • January 13th, 2021 • Mountain Crest Acquisition Corp II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 7, 2021, by and between Mountain Crest Acquisition Corp. II, a Delaware corporation (the “Company”), and Suying Liu (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 8th, 2024 • Better Therapeutics, Inc. • Services-health services • New York
This Securities Purchase Agreement (this “Agreement”), dated as of January 5, 2024, between Better Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF INDEMNITY AGREEMENTIndemnification & Liability • January 4th, 2021 • Mountain Crest Acquisition Corp II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of __________, 2021, by and between Mountain Crest Acquisition Corp. II, a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
RIGHTS AGREEMENTRights Agreement • January 13th, 2021 • Mountain Crest Acquisition Corp II • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of January 7, 2021 between Mountain Crest Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (the “Right Agent”).
BETTER THERAPEUTICS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • November 3rd, 2021 • Better Therapeutics, Inc. • Services-health services • Delaware
This Indemnification Agreement (“Agreement”) is made as of [________] by and between Better Therapeutics, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
BETTER THERAPEUTICS, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • November 3rd, 2021 • Better Therapeutics, Inc. • Services-health services • Delaware
This Indemnification Agreement (“Agreement”) is made as of [________________] by and between Better Therapeutics, Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”).
January 7, 2021Underwriting Agreement • January 13th, 2021 • Mountain Crest Acquisition Corp II • 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 Mountain Crest Acquisition Corp. II, a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A 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 common stock of the Company, $0.0001 par value (the “Common Stock”) and one right to receive one-tenth (1/10) of one share of Common Stock (the “Rights”). Certain capitalized terms used herein are defined in paragraph 16 hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • July 13th, 2021 • Mountain Crest Acquisition Corp II • Services-health services • Delaware
This Employment Agreement (“Agreement”) is made between Better Therapeutics, Inc., a Delaware corporation (the “Company”), and Kevin Appelbaum (the “Executive”) and is effective as of April 6, 2021 (the “Effective Date”). Notwithstanding the foregoing, certain provisions of this Agreement, as indicated below, shall not be effective until the Closing Date, as such term is defined in the Agreement and Plan of Merger by and among the Company, Mountain Crest Acquisition Corp. II and MCAD Merger Sub Inc. (the “Merger Agreement”), dated as of April 6, 2021 (the “Transaction Closing Date”). Effective as of the Transaction Closing Date, this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation the Executive Employment Agreement by and between the Executive and the Company, dated as of May 1, 2015, as amended (the “Prior Agreement”); provided, however, that the Equity Documents (as defin
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 13th, 2021 • Mountain Crest Acquisition Corp II • Blank checks • New York
This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2023 • Better Therapeutics, Inc. • Services-health services
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 13, 2023 is by and between Chardan Capital Markets LLC, a New York limited liability company (the “Investor”), and Better Therapeutics, Inc., a Delaware corporation (the “Company”).
BETTER THERAPEUTICS, INC. Common Stock (par value $0.0001 per share) ATM Sales AgreementAtm Sales Agreement • May 11th, 2023 • Better Therapeutics, Inc. • Services-health services • New York
Better Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Virtu Americas LLC (the “Agent”) as follows:
●] Shares of Common Stock (or Pre-Funded Warrants to Purchase Shares of Common Stock in Lieu Thereof) Warrants to Purchase [●] Shares of Common Stock BETTER THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 2024 • Better Therapeutics, Inc. • Services-health services • New York
Better Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriter named on Schedule I hereto (the “Underwriter”) for which Chardan Capital Markets, LLC is acting as representative (“Chardan” or the “Representative”) (i) an aggregate of [●] authorized but unissued shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) or pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of Common Stock in lieu thereof at an exercise price of $0.001 per share (the “Pre-Funded Warrant Shares”), and (ii) warrants (the “Warrants”) to purchase up to an aggregate of [●] shares of Common Stock (the “Warrant Shares”). The Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Warrants and the Warrant Shares are collectively referred to as the “Securities”. The offering of the Securities pursuant hereto is referred to as the “Offering”.
STOCK ESCROW AGREEMENTStock Escrow Agreement • January 4th, 2021 • Mountain Crest Acquisition Corp II • Blank checks • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2021 • Better Therapeutics, Inc. • Services-health services • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) effective as of the 28th day of October, 2021, is made and entered into by and among Better Therapeutics, Inc. (formerly known as Mountain Crest Acquisition Corp II), a Delaware corporation (the “Company”), each of the undersigned parties that are Pre-IPO Investors (as defined below), and each of the other stockholders of Better Therapeutics OpCo, Inc., a Delaware corporation (“OpCo”) whose names are listed on Exhibit A hereto (each a “OpCo Investor” and collectively the “OpCo Investors”) (each of the foregoing parties (other than the Company) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, an “Investor” and collectively, the “Investors”).
ChEF PURCHASE AGREEMENTChef Purchase Agreement • December 13th, 2023 • Better Therapeutics, Inc. • Services-health services • New York
This ChEF PURCHASE AGREEMENT is made and entered into as of December 13, 2023 (together with Annex I, this “Agreement”), by and between Chardan Capital Markets LLC, a New York limited liability company (the “Investor”), and Better Therapeutics, Inc., a Delaware corporation (the “Company”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • January 13th, 2021 • Mountain Crest Acquisition Corp II • Blank checks • New York
LOCK-UP AGREEMENTLock-Up Agreement • April 7th, 2021 • Mountain Crest Acquisition Corp II • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of April 6, 2021 by and between the undersigned stockholder (the “Holder”) and Mountain Crest Acquisition Corp. II, a Delaware corporation (“Parent”).
AGREEMENT AND PLAN OF MERGER by and among MOUNTAIN CREST ACQUISITION CORP. II, MCAD MERGER SUB Inc., and Better Therapeutics, Inc. Dated as of April 6, 2021Merger Agreement • April 7th, 2021 • Mountain Crest Acquisition Corp II • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 6, 2021, is entered into by and among Mountain Crest Acquisition Corp. II, a Delaware corporation, (“Parent”), MCAD Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Better Therapeutics, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are sometimes referred to herein as a “Party” or collectively as the “Parties”. Certain terms used in this Agreement are used as defined in Section 10.13.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 4th, 2021 • Mountain Crest Acquisition Corp II • Blank checks • New York
This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 1st, 2021 • Mountain Crest Acquisition Corp II • Services-health services • Delaware
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of August 30, 2021 by and among Mountain Crest Acquisition Corp. II, a Delaware corporation (“Parent”), MCAD Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Better Therapeutics, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are sometimes referred to herein as a “Party” or collectively as the “Parties”. Capitalized terms used and not defined herein have the respective meanings ascribed to them in the Merger Agreement (as defined below).
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 28th, 2021 • Mountain Crest Acquisition Corp II • Services-health services • Delaware
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of September 27, 2021 by and among Mountain Crest Acquisition Corp. II, a Delaware corporation (“Parent”), MCAD Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Better Therapeutics, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are sometimes referred to herein as a “Party” or collectively as the “Parties”. Capitalized terms used and not defined herein have the respective meanings ascribed to them in the Merger Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 7th, 2021 • Mountain Crest Acquisition Corp II • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on April 6, 2021, by and between Mountain Crest Acquisition Corp. II, a Delaware corporation (“MCAD”), and the undersigned subscriber (the “Investor”).
MOUNTAIN CREST ACQUISITION CORP. II 311 West 43rd Street, 12th Floor New York, NY 10036Office Space and Administrative Services Agreement • January 4th, 2021 • Mountain Crest Acquisition Corp II • 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 the securities of Mountain Crest Acquisition Corp. II (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”), Mountain Crest Capital LLC (“Sponsor”) shall make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 311 West 43rd Street, 12th Floor, New York, NY 10036 (or any successor location). In exchange therefore, the Company shall pay Sponsor a sum not to exceed $10,000 per month, respectively, on the Effective Date and continuing monthly thereafter until
SEPARATION AGREEMENT AND RELEASESeparation Agreement • June 13th, 2022 • Better Therapeutics, Inc. • Services-health services • Delaware
This Separation Agreement and Release (“Agreement”) is made by and between Kevin Appelbaum (“Executive”), Kevin Appelbaum, or his successor(s), as Trustee of The Kevin Appelbaum Revocable Trust under Revocable Trust Declaration dated May 16, 2020, as amended (“Executive’s Trust”), Better Therapeutics OpCo, Inc., a Delaware corporation (together with its predecessors, the “OpCo”), Better Therapeutics, Inc., a Delaware corporation and the sole stockholder of the Company (the “Parent” and together with the OpCo, the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • April 7th, 2021 • Mountain Crest Acquisition Corp II • Blank checks
This COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of April 6, 2021 (this “Support Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), Better Therapeutics, Inc., a Delaware corporation (the “Company”) and Mountain Crest Acquisition Corp. II, a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 13th, 2023 • Better Therapeutics, Inc. • Services-health services • California
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of November 27, 2023 (the “Amendment Date”), is entered into by and among Better Therapeutics, Inc., a Delaware corporation (together with its Subsidiaries that join this Agreement as “Borrower” from time to time, individually and collectively, “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as the “Lenders”) and Hercules Capital, Inc., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lenders (in such capacity, the “Agent”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 10th, 2021 • Mountain Crest Acquisition Corp II • Services-health services • Maryland
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), dated and effective as of August 18, 2021, by and among BETTER THERAPEUTICS, INC., a Delaware corporation (together with its Subsidiaries that join this Agreement as “Borrowers” after the date hereof, individually and collectively, jointly and severally, “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as the “Lenders”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lenders (in such capacity, the “Agent”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • November 3rd, 2021 • Better Therapeutics, Inc. • Services-health services • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on October 28, 2021, by and between Mountain Crest Acquisition Corp. II, a Delaware corporation (“MCAD”), and Cowen and Company, LLC (the “Cowen”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 13th, 2022 • Better Therapeutics, Inc. • Services-health services • Delaware
This Employment Agreement (“Agreement”) is made between Better Therapeutics OpCo, Inc., a Delaware corporation (the “Company”), Better Therapeutics, Inc., a Delaware corporation and the sole stockholder of the Company (the “Parent” and collectively with the Company, the “Companies”) and Frank Karbe (the “Executive”) and is effective as of July 5, 2022 (the “Effective Date”).
PARENT STOCKHOLDER SUPPORT AGREEMENTParent Stockholder Support Agreement • April 7th, 2021 • Mountain Crest Acquisition Corp II • Blank checks
This PARENT STOCKHOLDER SUPPORT AGREEMENT, dated as of April 6, 2021 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), Better Therapeutics, Inc., a Delaware corporation (the “Company”) and Mountain Crest Acquisition Corp. II, a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 7th, 2023 • Better Therapeutics, Inc. • Services-health services • California
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of April 5, 2023 (the “Amendment Date”), is entered into by and among Better Therapeutics, Inc., a Delaware corporation (together with its Subsidiaries that join this Agreement as “Borrower” from time to time, individually and collectively, “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as the “Lenders”) and Hercules Capital, Inc., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lenders (in such capacity, the “Agent”).
