REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 4th, 2021 • Artemis Strategic Investment Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 29, 2021, is made and entered into by and among Artemis Strategic Investment Corporation, a Delaware corporation (the “Company”), and Artemis Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned individuals (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”).
UNDERWRITING AGREEMENTUnderwriting Agreement • March 3rd, 2021 • Artemis Strategic Investment Corp • Blank checks • New York
Artemis Strategic Investment Corporation, a Delaware corporation (the “Company”), proposes to sell 15,000,000 units (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-third of one redeemable warrant (the “Public Warrants”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase from the Company up to 2,250,000 units on the terms set forth in Section 2 of this Agreement (the “Additional Units”). 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 • October 4th, 2021 • Artemis Strategic Investment Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 29, 2021, by and between Artemis Strategic Investment Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
ARTEMIS STRATEGIC INVESTMENT CORPORATIONSecurities Subscription Agreement • March 3rd, 2021 • Artemis Strategic Investment Corp • Blank checks • New York
This agreement (the “Agreement”) is entered into by and between Artemis Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Artemis Strategic Investment 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 its Class B 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:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 4th, 2021 • Artemis Strategic Investment Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 29, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Artemis Strategic Investment Corporation, a Delaware corporation (the “Company”), and Artemis Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
September 29, 2021 Artemis Strategic Investment Corporation Phoenix, Arizona 85040 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • October 4th, 2021 • Artemis Strategic Investment 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 among Artemis Strategic Investment Corporation, a Delaware corporation (the “Company”), and Barclays Capital Inc. and BMO Capital Markets Corp., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 20,125,000 of the Company’s units (including up to 2,625,000 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 “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospe
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • March 3rd, 2021 • Artemis Strategic Investment Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _____________, 2021, by and between Artemis Strategic Investment Corporation, a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • August 31st, 2021 • Artemis Strategic Investment Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Artemis Strategic Investment Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
17,500,000 Units ARTEMIS STRATEGIC INVESTMENT CORPORATION ($10.00 per Unit) UNDERWRITING AGREEMENTUnderwriting Agreement • October 4th, 2021 • Artemis Strategic Investment Corp • Blank checks • New York
Artemis Strategic Investment Corporation, a Delaware corporation (the “Company”), proposes to sell 17,500,000 units (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-half of one redeemable warrant (the “Public Warrants”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase from the Company up to 2,625,000 units on the terms set forth in Section 2 of this Agreement (the “Additional Units”). 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.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 3rd, 2021 • Artemis Strategic Investment Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Artemis Strategic Investment Corporation, a Delaware corporation (the “Company”), and Artemis Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
AGREEMENT AND PLAN OF MERGER by and among ARTEMIS STRATEGIC INVESTMENT CORPORATION, as the Purchaser, ASIC MERGER SUB INC., as Merger Sub, ARTEMIS SPONSOR, LLC, in the capacity as the Purchaser Representative, SUREN AJJARAPU, in the capacity as the...Merger Agreement • August 11th, 2023 • Artemis Strategic Investment Corp • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • March 3rd, 2021 • Artemis Strategic Investment Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Artemis Strategic Investment Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
WARRANT AGREEMENTWarrant Agreement • October 4th, 2021 • Artemis Strategic Investment Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 29, 2021, is by and between Artemis Strategic Investment Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
FORM OF VOTING AGREEMENTVoting Agreement • August 11th, 2023 • Artemis Strategic Investment Corp • Blank checks • New York
This Voting Agreement (this “Agreement”) is made as of August 7, 2023 by and among (i) Artemis Strategic Investment Corporation, a Delaware corporation (including any successor entity thereto, the “Purchaser”), (ii) Danam Health, Inc., a Delaware corporation (the “Company”), and (iii) the undersigned stockholder (“Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • July 6th, 2023 • Artemis Strategic Investment Corp • Blank checks • Delaware
THIS SUBSCRIPTION AGREEMENT (this "Agreement") is made and entered into effectively as of July 5, 2023 (the “Effective Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), Artemis Strategic Investment Corp, a Delaware company (“SPAC”), and Artemis Sponsor LLC, a Delaware limited liability company (“Sponsor”). Investor, SPAC and Sponsor are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
MUTUAL TERMINATION AGREEMENTMutual Termination Agreement • November 2nd, 2023 • Artemis Strategic Investment Corp • Wholesale-drugs, proprietaries & druggists' sundries
THIS MUTUAL TERMINATION AGREEMENT (this “Agreement”), is made and entered into this 26th day of October, 2023 (“Effective Date”), by and among by and among Artemis Strategic Investment Corporation, a Delaware corporation (the “Purchaser”) and Danam Health, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (defined below).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • September 9th, 2022 • Artemis Strategic Investment Corp • Blank checks • England
This Investors Agreement (this “Agreement”) is entered into this [●], 2022, by and among Artemis Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Komisium Limited, a private company limited by shares incorporated under the laws of Cyprus (the “Company Shareholder”), and Novibet PLC, a United Kingdom public limited company (“PubCo”). The Sponsor, the Company Shareholder, PubCo and their respective successors and permitted assigns are sometimes collectively referred to herein as the “Parties”, and each of them is sometimes individually referred to herein as a “Party”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 19th, 2021 • Artemis Strategic Investment Corp • Blank checks • New York
This Subscription Agreement (this “Agreement”), dated as of [ ], 2021, is entered into by and between Artemis Sponsor, LLC, a Delaware limited liability company (the “Company”), and the undersigned subscriber (“Subscriber”).
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG KOMISIUM LIMITED, LOGFLEX MT HOLDING LIMITED, NOVIBET PLC, NOVIBET MERGER SUB INC. AND ARTEMIS STRATEGIC INVESTMENT CORPORATION DATED AS OF MARCH 30, 2022Agreement and Plan of Reorganization • March 30th, 2022 • Artemis Strategic Investment Corp • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of March 30, 2022, by and among Komisium Limited, a private company limited by shares incorporated under the laws of Cyprus and the holder of all of the issued Company Ordinary Shares (the “Company Shareholder”), Logflex MT Holding Limited, a limited liability company registered under the laws of Malta with company registration number C 77769 and having its registered office at 170, Pater House, Level 1 (Suite A191), Psaila Street, Birkirkara, BKR 9077, Malta and a direct, wholly-owned subsidiary of the Company Shareholder (the “Company”), Novibet PLC, a United Kingdom public limited company and a direct, wholly-owned subsidiary of the Company Shareholder (“PubCo”), Novibet Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of PubCo (“Merger Sub”) and Artemis Strategic Investment Corporation, a Delaware corporation (“SPAC”). Each of the Company Shareholder, the Company, PubCo, Merger Sub an
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • August 11th, 2023 • Artemis Strategic Investment Corp • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of August 7, 2023 by and among (i) Artemis Strategic Investment Corporation, a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “Danam Health Holding Corporation” (including any successor entity thereto, the “Purchaser”), (ii) Artemis Sponsor, LLC, a Delaware limited liability company, in the capacity under the Merger Agreement as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (defined below).
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assignment, Assumption and Amendment Agreement • March 30th, 2022 • Artemis Strategic Investment Corp • Blank checks • New York
THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is entered into and effective as of [●], 2022, by and among Artemis Strategic Investment Corporation, a Delaware corporation (“SPAC”), Novibet PLC, a United Kingdom public limited company (“PubCo”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (“Continental”), as warrant agent. Capitalized terms used but not defined herein have the meanings given to such terms in the Warrant Agreement (as defined below).
Artemis Sponsor, LLC 3310 East Corona Avenue, Phoenix, Arizona 85040 August 7, 2023Founder Share Letter • August 11th, 2023 • Artemis Strategic Investment Corp • Blank checks
Reference is hereby made to that certain Agreement and Plan of Merger Agreement, dated as of August 7, 2023 (as it may be amended, the “Merger Agreement”) by and among Artemis Strategic Investment Corporation, a Delaware corporation (including any successor thereto, the “Purchaser”), ASIC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), Artemis Sponsor, LLC, a Delaware limited liability company (“Sponsor”), in the capacity as the Purchaser Representative thereunder, Suren Ajjarapu, an individual, in the capacity as the Seller Representative thereunder, and Danam Health, Inc., a Delaware corporation (the “Company”). Any capitalized term used but not defined herein will have the meanings ascribed thereto in the Merger Agreement.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 8th, 2023 • Artemis Strategic Investment Corp • Blank checks
This First Amendment (“First Amendment”) to Agreement and Plan of Merger is made and entered into as of September 7, 2023, by and among (i) Artemis Strategic Investment Corporation, a Delaware corporation (together with its successors, the “Purchaser”), (ii) ASIC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Artemis Sponsor, LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative thereunder (the “Purchaser Representative”), (iv) Suren Ajjarapu, an individual, in the capacity as the Seller Representative thereunder (the “Seller Representative”), and (v) Danam Health, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
WARRANT AGREEMENTWarrant Agreement • September 9th, 2022 • Artemis Strategic Investment Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 29, 2021, is by and between Artemis Strategic Investment Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
Investors AgreementInvestors Agreement • March 30th, 2022 • Artemis Strategic Investment Corp • Blank checks • England
This Investors Agreement (this “Agreement”) is entered into this [●] day of [●], 2022, by and among Artemis Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Komisium Limited, a private company limited by shares incorporated under the laws of Cyprus (the “Company Shareholder”), and Novibet PLC, a United Kingdom public limited company (“PubCo”). The Sponsor, the Company Shareholder, PubCo and their respective successors and permitted assigns are sometimes collectively referred to herein as the “Parties”, and each of them is sometimes individually referred to herein as a “Party”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
ARTEMIS STRATEGIC INVESTMENT CORPORATION 3310 East Corona Avenue Phoenix, Arizona 85040Administrative Services Agreement • March 3rd, 2021 • Artemis Strategic Investment Corp • Blank checks • New York
DATED _______ __, 20__ NOVIBET PLC AND [NAME OF DIRECTOR/OFFICER] DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • February 21st, 2023 • Artemis Strategic Investment Corp • Blank checks • Jersey
THIS AGREEMENT is made by and between NOVIBET PLC, a Jersey incorporated public limited company (registered number: 146602) whose registered office is at 13 Castle Street, St Helier, Jersey, JE1 1ES (the “Company”) and [DIRECTOR/OFFICER NAME] of [__] (the “[Director][Officer]”). The Company and the [Director][Officer] shall be referred to herein as the “Parties”.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • March 30th, 2022 • Artemis Strategic Investment Corp • Blank checks
This Sponsor Support Agreement (this “Agreement”) is entered into on March 30, 2022 by Artemis Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Artemis Strategic Investment Corporation, a Delaware corporation (“SPAC”) and Logflex MT Holding Limited, a limited liability company registered under the laws of Malta with company registration number C 77769 (the “Company”). The Sponsor, SPAC and the Company are sometimes collectively referred to herein as the “Parties”, and each of them is sometimes individually referred to herein as a “Party”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement referenced below.
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • August 11th, 2023 • Artemis Strategic Investment Corp • Blank checks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of August 7, 2023, by [_______________________] (the “Subject Party”) in favor of and for the benefit of Artemis Strategic Investment Corporation, a Delaware corporation, (including any successor entity thereto, the “Purchaser”), Danam Health, Inc., a Delaware corporation (the “Company”), and each of the Purchaser’s and/or the Company’s respective Affiliates, successors and direct and indirect Subsidiaries (collectively with the Purchaser and the Company, the “Covered Parties”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
ARTEMIS STRATEGIC INVESTMENT CORPORATION 3310 East Corona Avenue Phoenix, Arizona 85040Administrative Services Agreement • October 4th, 2021 • Artemis Strategic Investment Corp • Blank checks • New York
INVESTMENT AGREEMENTInvestment Agreement • August 31st, 2021 • Artemis Strategic Investment Corp • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and among (i) ARTEMIS STRATEGIC INVESTMENT CORPORATION, a Delaware corporation (the “SPAC”), (ii) ARTEMIS SPONSOR, LLC, a Delaware limited liability company (the “Sponsor”), and (iii) [●] (“Investor”). This Agreement may be executed by an investment manager on behalf of managed funds and/or accounts and for the elimination of doubt such fund or account shall, severally and not jointly, be the Investor hereunder; provided that the IPO Indication of interest for all such managed funds or accounts shall be [●]% in aggregate.
ContractSoftware License and Services Agreement • September 9th, 2022 • Artemis Strategic Investment Corp • Blank checks
Certain confidential information contained in this document, marked by brackets as [***], has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. In addition, certain personally identifiable information contained in this document, marked by brackets as [***], has been omitted from this exhibit pursuant to Item 601(a)(6) under Regulation S-K.
ContractServices, Software and Support Agreement • September 9th, 2022 • Artemis Strategic Investment Corp • Blank checks • England and Wales
Certain confidential information contained in this document, marked by brackets as [***], has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. In addition, certain personally identifiable information contained in this document, marked by brackets as [***], has been omitted from this exhibit pursuant to Item 601(a)(6) under Regulation S-K.
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2022 • Artemis Strategic Investment Corp • Blank checks • New York
This Registration Rights Agreement (this “Agreement”) is made as of [●], 2022 by and among Novibet PLC, a United Kingdom public limited company (the “Company”), each of the other persons or entities listed on the signature pages hereto (each, a “Securityholder” and collectively, the “Securityholders”), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (together with the Securityholders, each a “Holder” and, collectively, the “Holders”).
