6,000,000 Units Bellevue Life Sciences Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • January 20th, 2023 • Bellevue Life Sciences Acquisition Corp. • Blank checks • New York
The undersigned, Bellevue Life Sciences Acquisition Corp., 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 15th, 2023 • Bellevue Life Sciences Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 7, 2023 by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation, (the “Company”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 15th, 2023 • Bellevue Life Sciences Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 9th day of February, 2023, by and among Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), Bellevue Global Life Sciences Investors LLC, a Delaware limited liability company (the “Sponsor”), Chardan Capital Markets LLC (the “Representative”), and any additional party that holds Registrable Securities (as defined below) and executes joinder to this agreement agreeing to be bound as an Investor hereunder (each, an “Investor” and collectively with the Sponsor and the Representative, the “Investors”).
RIGHTS AGREEMENTRights Agreement • January 20th, 2023 • Bellevue Life Sciences Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [*], 2023 between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as right agent (the “Right Agent”).
Bellevue Life Sciences Acquisition Corp. 10900 NE 4th Street Suite 2300 Bellevue, WA 98004 Chardan Capital Markets LLC Suite 2100 New York, NY 10004Underwriting Agreement • October 7th, 2022 • Bellevue Life Sciences Acquisition Corp. • 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 Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Chardan Capital Markets LLC, as representative (the “Representative”) of the several Underwriters named in Schedule I 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 the Company’s common stock, par value $0.0001 per share (the “Common Stock”), one warrant, each exercisable for one share of Common Stock (each, a “Warrant”), and one right entitling the holder thereof to receive one-tenth (1/10) of one share of Common Stock (each, a “Right”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
RIGHTS AGREEMENTRights Agreement • February 15th, 2023 • Bellevue Life Sciences Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of February 9, 2023 between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as right agent (the “Right Agent”).
Bellevue Life Sciences Acquisition Corp.Bellevue Life Sciences Acquisition Corp. • February 15th, 2023 • Blank checks
This letter agreement by and between Bellevue Life Sciences Acquisition Corp. (the “Company”) and Bellevue Capital Management, LLC (“BCM”), an affiliate of our sponsor, Bellevue Global Life Sciences Investors LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on NASDAQ (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the 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”):
WARRANT AGREEMENTWarrant Agreement • February 15th, 2023 • Bellevue Life Sciences Acquisition Corp. • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of February 9, 2023, by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
Bellevue Life Sciences Acquisition Corp. 10900 NE 4th Street Suite 2300 Bellevue, WA 98004 Chardan Capital Markets LLC New York, NY 10004Underwriting Agreement • February 15th, 2023 • Bellevue Life Sciences Acquisition Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Chardan Capital Markets LLC as representative (the “Representative”) of the several Underwriters named in Schedule I 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 the Company’s common stock, par value $0.0001 per share (the “Common Stock”), one warrant, exercisable for one share of Common Stock (each, a “Warrant”) and one right entitling the holder thereof to receive one-tenth (1/10) of a share of Common Stock upon the consummation of an initial business combination (each, a “Right”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
6,000,000 Units Bellevue Life Sciences Acquisition Corp. UNDERWRITING AGREEMENTAgreement • February 15th, 2023 • Bellevue Life Sciences Acquisition Corp. • Blank checks • New York
The undersigned, Bellevue Life Sciences Acquisition Corp., 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:
Loan Agreement between BCM Europe AG (CHE-350.189.177) “Lender” Acting by Kuk Hyoun Hwang, CEO Gotthardstrasse 26, Zug, Switzerland and OSR Holdings Ltd. “Borrower” Acting by Gihyoun Bang, CFO Hoedong-gil 37-36, B 3FL, Paju, Gyeonggi-do Republic of...Loan Agreement • November 8th, 2024 • Bellevue Life Sciences Acquisition Corp. • Surgical & medical instruments & apparatus
The Lender is a stock corporation (Aktiengesellschaft) under Swiss law with its registered office in Zug, which is entered in the Commercial Register of the Canton of Zug under company number CHE-350.189.177.
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 15th, 2023 • Bellevue Life Sciences Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of February 9, 2023 (“Agreement”), by and among BELLEVUE LIFE SCIENCES ACQUISITION CORP., a Delaware corporation (“Company”), the stockholder of the Company listed on Exhibit A hereto (the “Sponsor”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (“Escrow Agent”).
AMENDMENT TO PROMISSORY NOTEPromissory Note • September 24th, 2024 • Bellevue Life Sciences Acquisition Corp. • Surgical & medical instruments & apparatus
Reference is made to that certain promissory note, dated February 9, 2024 (the “Note”), between Bellevue Life Sciences Acquisition Corp., a Delaware corporation, and Jun Chul Whang. Capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Note.
AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT by and among OSR HOLDINGS CO., LTD., BELLEVUE LIFE SCIENCES ACQUISITION CORP. and THE COMPANY STOCKHOLDERS (AS DEFINED HEREIN)Business Combination Agreement • May 30th, 2024 • Bellevue Life Sciences Acquisition Corp. • Surgical & medical instruments & apparatus • Delaware
This Amended and Restated Business Combination Agreement (this “Agreement”) amends and restates the Business Combination Agreement (the “Original Agreement”), dated as of November 16, 2023 (the “Execution Date”), by and among Bellevue Life Sciences Acquisition Corp., a Delaware corporation (“BLAC”), OSR Holdings Co., Ltd., a corporation organized under the laws of the Republic of Korea (the “Company”), each holder of Company Common Stock that executes a Participating Stockholder Joinder to this Agreement on or prior to the Closing (each such Person, a “Participating Company Stockholder”), and each holder of Company Common Stock that executes a Non-Participating Stockholder Joinder on or prior to the Closing (each such Person, a “Non-Participating Company Stockholder”, and together with BLAC, the Company and the Participating Company Stockholders, the “Parties” and each a “Party”). The Participating Company Stockholders and the Non-Participating Stockholders are collectively referred to
JOINDER (Non-Participating Stockholder Form)Bellevue Life Sciences Acquisition Corp. • November 16th, 2023 • Blank checks
This JOINDER (this “Joinder”) is entered into by and between the undersigned Non-Participating Company Stockholder set forth on the signature page hereto (the “Joined Party”) and Bellevue Life Sciences Acquisition Corp., a Delaware corporation (“BLAC”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement (as defined below).
AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 15th, 2023 • Bellevue Life Sciences Acquisition Corp. • Blank checks
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of November 10, 2023, by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated February 7, 2023, by and between the parties hereto (the “Trust Agreement”).
AMENDMENT TO PROMISSORY NOTEPromissory Note • September 24th, 2024 • Bellevue Life Sciences Acquisition Corp. • Surgical & medical instruments & apparatus
Reference is made to that certain promissory note, dated March 8, 2024 (the “Note”), between Bellevue Life Sciences Acquisition Corp., a Delaware corporation, and Josh Pan. Capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Note.
BELLEVUE LIFE SCIENCES ACQUISITION CORP. SERIES A REDEEMABLE PREFERRED STOCK SUBSCRIPTION AGREEMENTRegistration Rights Agreement • October 10th, 2024 • Bellevue Life Sciences Acquisition Corp. • Surgical & medical instruments & apparatus • Delaware
This agreement (the “Agreement”) is entered into as of the Effective Date set forth on the signature page hereto by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”) and the subscriber identified on the signature page hereto (the “Subscriber”). Pursuant to the terms hereof, the Company hereby agrees to sell to the Subscriber and the Subscriber hereby agrees to purchase the number of shares of the Company’s Series A Preferred Stock, par value $0.0001 per share (the “Shares”) as set forth on the signature page hereto, for a purchase price of $90.00 per share (the “Purchase Price”), subject to the terms and conditions of this Agreement (the “Transaction”).
Loan AgreementLoan Agreement • November 8th, 2024 • Bellevue Life Sciences Acquisition Corp. • Surgical & medical instruments & apparatus
Distribution AgreementDistribution Agreement • November 8th, 2024 • Bellevue Life Sciences Acquisition Corp. • Surgical & medical instruments & apparatus
MicroPort NeuroTech(Shanghai) Co., Ltd., a corporation duly organized and existing under the laws of the People’s Republic of China (“P. R. China”) with its principal office at No. 1661 Zhangdong Road, Pudong New Area, Shanghai 201318 P.R.C, (“MPNT”), and
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 10th, 2022 • Bellevue Life Sciences Acquisition Corp. • Blank checks • Delaware
This Amended and Restated Securities Purchase Agreement (this “Agreement”), effective as of April 22, 2022, is made and entered into by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Bellevue Global Life Sciences Investors LLC, a Delaware limited liability company (the “Buyer”).
JOINDER (Participating Stockholder Form)Bellevue Life Sciences Acquisition Corp. • November 16th, 2023 • Blank checks
This JOINDER (this “Joinder”) is entered into by and between the undersigned Participating Company Stockholder set forth on the signature page hereto (the “Joined Party”) and Bellevue Life Sciences Acquisition Corp., a Delaware corporation (“BLAC”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement (as defined below).
BUSINESS COMBINATION AGREEMENT dated as of November 16, 2023 by and among OSR HOLDINGS CO., LTD., BELLEVUE LIFE SCIENCES ACQUISITION CORP. and THE COMPANY STOCKHOLDERS (AS DEFINED HEREIN)Business Combination Agreement • November 16th, 2023 • Bellevue Life Sciences Acquisition Corp. • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”), dated as of November 16, 2023 (this “Agreement”), by and among Bellevue Life Sciences Acquisition Corp., a Delaware corporation (“BLAC”), OSR Holdings Co., Ltd., a corporation organized under the laws of the Republic of Korea (the “Company”), each holder of Company Common Stock that executes a Participating Stockholder Joinder to this Agreement on or prior to the Closing (each such Person, a “Participating Company Stockholder”), and each holder of Company Common Stock that executes a Non-Participating Stockholder Joinder on or prior to the Closing (each such Person, a “Non-Participating Company Stockholder”, and together with BLAC, the Company and the Participating Company Stockholders, the “Parties” and each a “Party”). The Participating Company Stockholders and the Non-Participating Stockholders are collectively referred to herein as the “Company Stockholders”, and each a “Company Stockholder”.
