INDEMNITY AGREEMENTIndemnification Agreement • March 5th, 2021 • DHC Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 4, 2021, by and between DHC Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Christopher Gaertner, Thomas Morgan, Jr., Joseph DePinto, Richard Dauch and Kathleen Hildreth (each, an “Indemnitee”).
DHC Acquisition Corp. 30,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • March 5th, 2021 • DHC Acquisition Corp. • Blank checks • New York
DHC Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 30,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional Units to cover over-allotments, if any (the “Option Securities” and, together with the Underwritten Securities, the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreement and not ot
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 5th, 2021 • DHC Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 4, 2021 by and between DHC Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
DHC Acquisition Corp. Suite 100 Southlake, TX 76092Securities Subscription Agreement • February 9th, 2021 • DHC Acquisition Corp. • Blank checks • New York
This agreement (this “Agreement”) is entered into on December 29, 2020 by and between DHC Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and DHC Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to 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 surrender and cancellation 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:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 5th, 2021 • DHC Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of March 1, 2021, is entered into by and between DHC Acquisition Corp., a Cayman Islands exempted company (the “Company”), and DHC Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 5th, 2021 • DHC Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of March 4, 2021, is made and entered into by and among DHC Acquisition Corp., a Cayman Islands exempted company (the “Company”), DHC Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and 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”).
DHC Acquisition Corp. Southlake, TX 76092Underwriting Agreement • March 5th, 2021 • DHC 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 DHC Acquisition Corp., a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc., underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 30,000,000 of the Company’s units (including 4,500,000 units that may be purchased pursuant to the Underwriter’s option to purchase additional units, the “Units”), each comprising 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”) f
WARRANT AGREEMENT DHC ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 4, 2021Warrant Agreement • March 5th, 2021 • DHC Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated March 4, 2021, is by and between DHC Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 20th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of March [__], 2024 between Brand Engagement Network Inc., a Delaware corporation (the “Company”), and the counterparty identified on the signature page hereto (“Indemnitee”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [****], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • August 26th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of August 26, 2024, is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and BRAND ENGAGEMENT NETWORK INC., a company incorporated under the laws of the State of Delaware (the “Company”).
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • December 7th, 2023 • DHC Acquisition Corp. • Services-computer integrated systems design • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of , 2023 by and among DHC Acquisition Corp, a Cayman Islands exempted company (“DHC”), DHC Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investor (“Investor”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 20th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 14, 2024, is made and entered into by and among Brand Engagement Network Inc., a Delaware corporation (the “Company”) (f/k/a DHC Acquisition Corp., a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation, DHC Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), October 3rd Holdings, LLC, a Wyoming limited liability company (“October 3rd”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, October 3rd and 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”).
Form of Letter AgreementLetter Agreement • February 23rd, 2021 • DHC 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 DHC Acquisition Corp., a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc., underwriter (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 Underwriters’ option to purchase additional units, the “Units”), each comprising 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”) f
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 25th, 2022 • DHC Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], [●], is made and entered into by and among (i) GLORIFI, INC., a Delaware corporation (the “Company”) (formerly known as DHC ACQUISITION CORP. (“DHC”), a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), (ii) DHC SPONSOR, LLC a Delaware limited liability company (the “Sponsor”) and (iii) the other undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and 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”).
BLOCKCHAIN EXCHANGE NETWORK, INC. FORM OF OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION RELATING TO CLASS B COMMON STOCK)Option Agreement • May 13th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design
Pursuant to your Stock Option Grant Notice (“Stock Option Grant Notice”) and this Option Agreement (this “Option Agreement”), Blockchain Exchange Network, Inc. (the “Company”) has granted you an option under its 2021 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Class B Common Stock (the “Common Stock”) indicated in your Stock Option Grant Notice at the exercise price indicated in your Stock Option Grant Notice. The option is granted to you effective as of the date of grant set forth in the Stock Option Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Stock Option Grant Notice but defined in the Plan will have the same definitions as in the Plan.
EMPLOYMENT AGREEMENTEmployment Agreement • March 20th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design • Maryland
This Employment Agreement (the “Agreement”) is made by and between Brand Engagement Network, Inc. (“Employer”), and Paul Chang (“Executive”), in consideration of the mutual covenants and agreements hereinafter set forth. Employer and Executive are sometimes collectively referred to herein as the “Parties.”
Brand Engagement Network Inc. Jackson, WY 83001Subscription Agreement for Common Stock • March 20th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design • Delaware
This agreement (the “Agreement”) is entered into as ________, ________ by and between ________ (the “Subscriber” and “you”), and Brand Engagement Network Inc., 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 ________ shares (the “Shares”) of common stock, $0.001 par value per share of the Company (the “Common Stock”). The terms on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
EXCLUSIVE RESELLER AGREEMENT (SAAS)Exclusive Reseller Agreement • March 20th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design • Texas
Upon the achievement of an Earnout Threshold for the first time, on the day the Board (as defined below) has determined the Earnout Threshold has been achieved (as further described below) for a particular Warrant Tranche, then the corresponding Warrant Tranche shall become exercisable for a three-year period (any three year period, an “Exercise Period”). Any Warrant Tranche that is not exercised, in whole or in part, within the corresponding Exercise Period shall expire and Reseller shall no longer be permitted to exercise such Warrant Tranche.
EMPLOYMENT AGREEMENTEmployment Agreement • March 20th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design • New York
This Employment Agreement (the “Agreement”) is made by and between Brand Engagement Network, Inc. (“Employer’’), and Bill Williams (“Executive”), in consideration of the mutual covenants and agreements hereinafter set forth. Employer and Executive are sometimes collectively referred to herein as the “Parties.”
SUBSCRIPTION AGREEMENT September 7, 2023Subscription Agreement • March 20th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of September 7, 2023 (“Execution Date”), by and between Brand Engagement Network Inc., a Wyoming corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among DHC ACQUISITION CORP, GLORY MERGER SUBSIDIARY CORP. and WITH PURPOSE, INC. Dated as of July 25, 2022Business Combination Agreement • July 25th, 2022 • DHC Acquisition Corp. • Blank checks • Delaware
registered in the name of each stockholder; provided, that such list shall not be required to contain the electronic mail address or other electronic contact information of any stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Corporation. If the meeting is to be held at a place, then the list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then such list shall also be open to the examination of any stockholder during the whole time of the meeting o
First Amendment To Employment AgreementEmployment Agreement • May 13th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design
This First Amendment to Employment Agreement (this “Amendment”) is dated April 22, 2024 (the “Amendment Effective Date”) by and between Brand Engagement Network Inc. (“Employer”) and Paul Chang (“Executive”) for the purpose of amending that certain Employment Agreement by and between Employer and Executive, effective May 7, 2023 (the “Employment Agreement”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement.
Second Amendment To Employment AgreementEmployment Agreement • July 11th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design
This Second Amendment To Employment Agreement (this “Amendment”) is dated June 28, 2024 (the “Amendment Effective Date”) by and between Brand Engagement Network, Inc. (“Employer”) and Michael Zacharski (“Executive”) for the purpose of amending that certain Employment Agreement by and between Employer and Executive, effective August 16, 2023, and as amended on April 22, 2024 (the “Employment Agreement”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement.
FORM OF STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • July 25th, 2022 • DHC Acquisition Corp. • Blank checks • Delaware
THIS STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is dated as of July 25, 2022, by and among DHC ACQUISITION CORP, a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing) (“Acquiror”), [COMPANY STOCKHOLDER] (the “Company Stockholder”), and With Purpose, 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 26th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 26, 2024, between Brand Engagement Network 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” identified on the signature page hereto).
DHC ACQUISITION CORP.Office Space and Administrative Services Agreement • March 5th, 2021 • DHC Acquisition Corp. • Blank checks • New York
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 DHC Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), DHC Sponsor, LLC (the “Sponsor”) shall take steps directly or indirectly to 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 535 Silicon Drive, Suite 100, Southlake, TX 76092 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Te
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • July 25th, 2022 • DHC Acquisition Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of July 25, 2022, by and among DHC Acquisition Corp, a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation) (the “Acquiror”), and each of the stockholder parties identified on Exhibit A hereto (collectively, the “Stockholder Parties”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Business Combination Agreement (as defined below).
BRAND ENGAGEMENT NETWORK INC.Agreement to Exercise Warrants • May 29th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design
You, severally and not jointly, (“Holder”, “you” or similar terminology) hereby agree with Brand Engagement Network Inc. (the “Company”) to, as a backstop to the Company’s intention to raise an additional $3,250,000 in equity or debt financing by the end of December 2024, subject to and to the extent the Exercise Condition has not been met (as defined below), exercise for cash, warrants issued or to be issued to you under that certain Securities Purchase Agreement executed by you and the Company as of the date hereof (the “Securities Purchase Agreement”), with an exercise price of $2.50 per share (the “Existing Warrants”) and, upon such exercise, in consideration for each Existing Warrant so exercised, the Company shall issue you one new One-Year Warrant and one new Five-Year Warrant (each as defined in the Securities Purchase Agreement) to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). Capitalized terms not otherwise defined herein sha
Share Purchase and Transfer AgreementShare Purchase Agreement • October 30th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design
FORM NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE BRAND ENGAGEMENT NETWORK, INC.Nonqualified Stock Option Agreement • March 20th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design
FEE CONVERSION AGREEMENTFee Conversion Agreement • August 22nd, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design
This Fee Conversion Agreement (the “Agreement”) is dated as of August 22, 2024 (the “Effective Date”) by and between DHC Sponsor, LLC, a Delaware limited liability company (“Sponsor”) and Brand Engagement Network Inc., a Delaware corporation (the “Company”), with reference to the following facts:
First AmendmentEmployment Agreement • April 22nd, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design
This First Amendment to Employment Agreement (this “Amendment”) is dated March 14, 2024 (the “Amendment Effective Date”) by and between Brand Engagement Network Inc., a Wyoming corporation (“Employer”) and Bill Williams (“Executive”) for the purpose of amending that certain Employment Agreement by and between Employer and Executive (the “Employment Agreement”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement.
ESCROW AGREEMENtEscrow Agreement • July 26th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design • New York
This Escrow Agreement (the “Agreement”) is made and entered into as of May 30, 2024, by and between Brand Engagement Network Inc., a Delaware corporation (the “Issuer”); and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
FIRST AMENDMENT TO OPTION AGREEMENTOption Agreement • July 5th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design
This First Amendment to Option Agreement (this “Amendment”) is hereby made and entered into as of June 28, 2024 (the “Effective Date”), by and between Brand Engagement Network Inc. (the “Company”) and Michael Zacharski (the “Participant”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in that certain Option Agreement, dated March 15, 2023, by and between the Company and the Participant, and the corresponding Stock Option Grant Notice (collectively, the “Option Agreement”) and in the Blockchain Exchange Network, Inc. 2021 Equity Incentive Plan (the “Plan”).
ContractWarrant Agreement • April 12th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design • Wyoming
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
