REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 10th, 2021 • Ark Global Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 4, 2021, is made and entered into by and among Ark Global Acquisition Corp., a Delaware corporation (the “Company”) and Ark Sponsors LLC, a Delaware limited liability company (the “Sponsor” and, together with 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 10th, 2021 • Ark Global Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 4, 2021 by and between Ark Global Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • January 27th, 2021 • Ark Global Acquisition Corp. • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [__________], 2021, by and between Ark Global Acquisition Corp., a Delaware corporation (the “Company”), and [_______] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 27th, 2021 • Ark Global Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [______], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Ark Global Acquisition Corp., a Delaware corporation (the “Company”), and Ark Sponsors LLC, a Delaware limited liability company (the “Purchaser”).
Ark Global Acquisition Corp.Letter Agreement • January 27th, 2021 • Ark Global Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Ark Global Acquisition Corp., a Delaware corporation (the “Company”), and Jefferies LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one- fourth of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined be
WARRANT AGREEMENT ARK GLOBAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • January 27th, 2021 • Ark Global Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Ark Global Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
ark global ACQUISITION CORP.Ark Global Acquisition Corp. • January 27th, 2021 • Blank checks • Delaware
Ark Global Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”), is pleased to accept the offer made by Ark Sponsors LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 7,187,500 shares (the “Shares”) of Class B common stock of the Company, par value $0.0001 per share (“Common Stock”), up to 937,500 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one share of Common Stock and one, or a portion of one, warrant to purchase one share of Common Stock (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • June 4th, 2021 • Alkuri Global Acquisition Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on June 3, 2021, by and among Babylon Holdings Limited, a company limited by shares incorporated under the laws of Jersey with registered number 115471 (the “Company”), ALKURI GLOBAL ACQUISITION CORP., a Delaware corporation (the “SPAC”), and the undersigned subscriber (“Subscriber”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 10th, 2021 • Ark Global Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 4, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Ark Global Acquisition Corp., a Delaware corporation (the “Company”), and Ark Sponsors LLC, a Delaware limited liability company (the “Purchaser”).
Ark Global Acquisition Corp. Nashville, TN 37215Letter Agreement • February 10th, 2021 • Ark Global Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Ark Global Acquisition Corp., a Delaware corporation (the “Company”), and Jefferies LLC, as representative (the “Representative”) of the several 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 over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-fourth of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined bel
30,000,000 Units Ark Global Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 2021 • Ark Global Acquisition Corp. • Blank checks • New York
Introductory. Ark Global Acquisition Corp., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 units of the Company (the “Units”). The 30,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Units as provided in Section 2. The additional 4,500,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC has agreed to act as a Representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Off
WARRANT AGREEMENT ARK GLOBAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • February 10th, 2021 • Ark Global Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 4, 2021, is by and between Ark Global Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 4th, 2021 • Alkuri Global Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of June 3, 2021, is made and entered into by and among:
Merger AGREEMENT BY AND AMONG BABYLON HOLDINGS LIMITED, LIBERTY USA Merger sub, INC., AND ALKURI GLOBAL ACQUISITION CORP. DATED AS OF June 3, 2021Agreement and Plan of Merger • June 4th, 2021 • Alkuri Global Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 3, 2021 (the “date hereof”), is made by and among Babylon Holdings Limited, a company limited by shares incorporated under the laws of Jersey with registered number 115471 (the “Company”), Liberty USA Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Alkuri Global Acquisition Corp., a Delaware corporation (the “SPAC”) and the Founder and Alkuri Sponsors LLC (“Sponsor”) (each of Founder and Sponsor solely for the purposes of Section 1.08). The SPAC, the Company and Merger Sub will each be referred to herein from time to time as a “Party” and, collectively, as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X below.
June 3, 2021Alkuri Global Acquisition Corp. • June 4th, 2021 • Blank checks • Delaware
This letter (this “Sponsor Agreement”) is being delivered to you in accordance with that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “Merger Agreement”), by and among Alkuri Global Acquisition Corp., a Delaware corporation (“SPAC”), Babylon Holdings Limited, a company limited by shares incorporated under the laws of Jersey with registered number 115471 (“Company”), and Liberty USA Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which, among other things, Merger Sub will be merged with and into SPAC (the “Merger”), and hereby amends and restates in its entirety that certain letter, dated February 4, 2021, from, Alkuri Sponsors LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned entities and individuals (each, an “Insider” and collectively, the “Insiders”), to SPAC (the “Prior Letter Agreement”).
ARK GLOBAL ACQUISITION CORP. Summit, NJ 07901Administrative Services Agreement • January 27th, 2021 • Ark Global Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among Ark Global Acquisition Corp. (the “Company”) and Ark Sponsors LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Stock Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Voting and SUPPORT AGREEMENTVoting and Support Agreement • June 4th, 2021 • Alkuri Global Acquisition Corp. • Blank checks • New York
This Voting and Support Agreement (this “Agreement”), dated as of June 3, 2021, is entered into by and among Alkuri Global Acquisition Corp., a Delaware corporation (“SPAC”), and the shareholders of Babylon Holdings Limited, a company limited by shares incorporated under the laws of Jersey with registered number 115471 (the “Company”), set forth on the signature pages hereto (each, a “Shareholder” and, collectively, the “Shareholders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
ARK GLOBAL ACQUISITION CORP. Summit, NJ 07901Administrative Services Agreement • February 10th, 2021 • Ark Global Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among Ark Global Acquisition Corp. (the “Company”) and Ark Sponsors LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Stock Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
DIRECTOR NOMINATION AND VOTING AGREEMENTNomination and Voting Agreement • June 4th, 2021 • Alkuri Global Acquisition Corp. • Blank checks • New York
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of June 3, 2021 (the “Effective Time”), by and between by and between Babylon Holdings Limited, a company limited by shares incorporated under the laws of Jersey with registered number 115471 (“Company”), and Works Capital LLC (the “SPAC Affiliate”). Capitalized terms used but not otherwise defined in this Agreement have the respective meanings given to them in the Merger Agreement (as defined below).
LOCKUP AGREEMENTLockup Agreement • June 4th, 2021 • Alkuri Global Acquisition Corp. • Blank checks • New York
This Lockup Agreement is dated as of June 3, 2021 and is between Babylon Holdings Limited, a company limited by shares incorporated under the laws of Jersey with registered number 115471 (the “Company”), Alkuri Sponsors LLC (the “Sponsor”) and each of the stockholder parties identified on Exhibit A hereto and the other Persons who enter into a joinder to this Agreement substantially in the form of Exhibit B hereto with the Company in order to become a “Stockholder Party” for purposes of this Agreement (collectively, the “Stockholder Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).
