INDEMNITY AGREEMENTIndemnification Agreement • February 17th, 2021 • Social Leverage Acquisition Corp I • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 11, 2021, by and between Social Leverage Acquisition Corp I, a Delaware corporation (the “Company”), and Paul Grinberg (“Indemnitee”).
UNDERWRITING AGREEMENTUnderwriting Agreement • February 17th, 2021 • Social Leverage Acquisition Corp I • Blank checks • New York
Social Leverage Acquisition Corp I, a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this agreement (this “Agreement”), to the underwriters named in Schedule I attached to this Agreement (the “Underwriters”), an aggregate of 30,000,000 units of the Company (the “Firm Units”), each unit consisting of one share of Class A common stock, par value $0.0001 per share (the “Common Stock”), of the Company and one-fourth of one redeemable warrant of the Company. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters an option to purchase from the Company up to an additional 4,500,000 of such units (the “Additional Units”) on the terms set forth in Section 2 of this Agreement. The Firm Units and the Additional Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Company by the Underwriters.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 17th, 2021 • Social Leverage Acquisition Corp I • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Social Leverage Acquisition Corp I (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of February 11, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders on behalf of the Company $___________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
SOCIAL LEVERAGE ACQUISITION CORP I Scottsdale, Arizona 85258Securities Subscription Agreement • January 25th, 2021 • Social Leverage Acquisition Corp I • Blank checks • New York
Social Leverage Acquisition Corp I, a Delaware corporation (the “Company”), is pleased to accept the offer Social Leverage Acquisition Sponsor I LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 7,187,500 shares of Class B common stock (the “Shares”), $0.0001 par value per share, of the Company (the “Class B Shares”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Shares and the Company’s shares of Class A common stock, $0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherw
INDEMNITY AGREEMENTIndemnity Agreement • January 25th, 2021 • Social Leverage Acquisition Corp I • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2021, by and between Social Leverage Acquisition Corp I, a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 17th, 2021 • Social Leverage Acquisition Corp I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 11, 2021, is made and entered into by and between Social Leverage Acquisition Corp I, a Delaware corporation (the “Company”) and Social Leverage Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, together with the Sponsor, a “Holder” and collectively, the “Holders”).
WARRANT AGREEMENT SOCIAL LEVERAGE ACQUISITION CORP I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 11, 2021Warrant Agreement • February 17th, 2021 • Social Leverage Acquisition Corp I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated February 11, 2021, is by and between Social Leverage Acquisition Corp I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
Social Leverage Acquisition Corp I Scottsdale, Arizona 85258 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • February 17th, 2021 • Social Leverage Acquisition Corp I • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Social Leverage Acquisition Corp I, a Delaware corporation (the “Company”), and Barclays Capital Inc. and BofA Securities, Inc., as the underwriters (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-fourth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • February 17th, 2021 • Social Leverage Acquisition Corp I • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of February 11, 2021, is entered into by and between Social Leverage Acquisition Corp I, a Delaware corporation (the “Company”), and Social Leverage Acquisition Sponsor I LLC, a Delaware limited liability company (the “Purchaser”).
SUPPORT SERVICES AGREEMENTSupport Services Agreement • February 17th, 2021 • Social Leverage Acquisition Corp I • Blank checks • New York
This Support Services Agreement (this “Agreement”), dated as of February11, 2021, is made and entered into by and between Social Leverage Acquisition Corp I, a Delaware corporation (the “Company”), and Social Leverage Acquisition Sponsor I LLC, a Delaware limited liability company (the “Service Provider” and, together with the Company, the “Parties” and, each individually, a “Party”).
SPONSOR WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • January 25th, 2021 • Social Leverage Acquisition Corp I • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of January [●], 2021, is entered into by and between Social Leverage Acquisition Corp I, a Delaware corporation (the “Company”), and Social Leverage Acquisition Sponsor I LLC, a Delaware limited liability company (the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 1st, 2022 • Social Leverage Acquisition Corp I • Blank checks • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 31, 2022, is made by and between Social Leverage Acquisition Corp I, a Delaware corporation (the “Company”), and Sami Issa (“Executive”).
SHARE PURCHASE AND NON-REDEMPTION AGREEMENTShare Purchase Agreement • May 26th, 2023 • Social Leverage Acquisition Corp I • Finance services • New York
This SHARE PURCHASE AND NON-REDEMPTION AGREEMENT (this “Agreement”), dated May , 2023, by and among the [•] (the “Holder”) and Social Leverage Acquisition Corp I, a Delaware corporation (the “Company” or “SPAC”).
VOTING AGREEMENT dated as of among W3BCLOUD, INC., HALO HOLDINGS LIMITEDVoting Agreement • August 1st, 2022 • Social Leverage Acquisition Corp I • Blank checks • Delaware
VOTING AGREEMENT (the “Agreement”), dated as of [●], [●], is entered into by and among W3BCLOUD, Inc., a Delaware corporation (the “Company”), Halo Holdings Limited, a United Arab Emirates private company limited by shares (“Halo”), ConsenSys AG, a Swiss company limited by shares (“ConsenSys”), and the Persons (as defined below) who from time to time may become Company stockholders party hereto in accordance with this Agreement (such Persons, together with Halo, each, a “Stockholder,” and collectively, the “Stockholders”).
FIRST AMENDMENT TO SPONSOR LETTER AGREEMENTSponsor Letter Agreement • April 21st, 2023 • Social Leverage Acquisition Corp I • Finance services
This FIRST AMENDMENT TO SPONSOR LETTER AGREEMENT (this “Amendment”) is entered into on April 21, 2023, by and among W3BCLOUD Holdings Inc., a Delaware corporation (the “Company”), Social Leverage Acquisition Corp I, a Delaware corporation (the “Parent” or “PubCo”), Social Leverage Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), and the other undersigned persons (each such other undersigned person, an “Insider” and, collectively, the “Insiders”).
BUSINESS COMBINATION AGREEMENT by and among SOCIAL LEVERAGE ACQUISITION CORP I, SLAC MERGER SUB, INC. AND W3BCLOUD HOLDINGS INC. Dated as of July 31, 2022Business Combination Agreement • August 1st, 2022 • Social Leverage Acquisition Corp I • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT, dated as of July 31, 2022 (this “Agreement”), by and among Social Leverage Acquisition Corp I, a Delaware corporation (“Parent”), SLAC Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and W3BCLOUD Holdings Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties.”
CUSTODY AGREEMENTCustody Agreement • May 9th, 2023 • Social Leverage Acquisition Corp I • Finance services • New York
This CUSTODY AGREEMENT dated this 12th day of March, 2023 (the “Custody Agreement”), is entered into by and between Social Leverage Acquisition Corp I, a Delaware corporation (“Beneficiary”), and Social Leverage Acquisition Sponsor I LLC, a Delaware limited liability company, as Custodian (the “Custodian”).
TERMINATION AGREEMENTTermination Agreement • September 22nd, 2023 • Social Leverage Acquisition Corp I • Finance services
This TERMINATION AGREEMENT (the “Agreement”), dated as of September 22, 2023 (the “Effective Date”), is entered into by and among Social Leverage Acquisition Corp I, a Delaware corporation (“Parent”), SLAC Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and W3BCLOUD Holdings Inc., a Delaware corporation (the “Company” and, collectively with Parent and Merger Sub, the “Parties”).
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • August 1st, 2022 • Social Leverage Acquisition Corp I • Blank checks • Delaware
This Transaction Support Agreement (this “Agreement”) is dated as of July 31, 2022, by and among Social Leverage Acquisition Corp I, a Delaware corporation (“Parent”), the persons set forth on Schedule I hereto (each, together with any additional party identified as a Company Holder in any joinder to this Agreement, a “Company Holder”), W3BCLOUD Partners Limited, a private company limited by shares incorporated in Ireland (“Partners”), and W3BCLOUD Holdings Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • August 1st, 2022 • Social Leverage Acquisition Corp I • Blank checks • Delaware
This SPONSOR LETTER AGREEMENT (this “Agreement”) is dated as of July 31, 2022, by and among W3BCLOUD Holdings Inc., a Delaware corporation (the “Company”), Social Leverage Acquisition Corp I, a Delaware corporation (the “Parent” or “PubCo”), Social Leverage Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), and the other undersigned persons (each such other undersigned person, an “Insider” and, collectively, the “Insiders”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Transaction Agreement (as defined below).
AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • April 21st, 2023 • Social Leverage Acquisition Corp I • Finance services
THIS AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is entered into on April 21, 2023 by and among Social Leverage Acquisition Corp I, a Delaware corporation (“Parent”), SLAC Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and W3BCLOUD Holdings Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties.”
VOTING, SHARE PURCHASE AND NON-REDEMPTION AGREEMENTVoting, Share Purchase and Non-Redeemtion Agreement • April 21st, 2023 • Social Leverage Acquisition Corp I • Finance services • New York
This VOTING, SHARE PURCHASE AND NON-REDEMPTION AGREEMENT (this “Agreement”), dated April 21, 2023, by and among [•] (the “Holder”) and Social Leverage Acquisition Corp I, a Delaware corporation (the “Company” or “SPAC”).
