INDEMNITY AGREEMENTIndemnification Agreement • October 13th, 2022 • Global System Dynamics, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 12, 2022, by and between Global Systems Dynamic, Inc., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 10th, 2021 • Gladstone Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 4, 2021, is made and entered into by and among GLADSTONE ACQUISITION CORPORATION, a Delaware corporation (the “Company”), GLADSTONE SPONSOR, LLC, a Delaware limited liability company (the “Sponsor”), EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC (“EF Hutton”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party together with the Sponsor, EF Hutton 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”).
WARRANT AGREEMENTWarrant Agreement • August 10th, 2021 • Gladstone Acquisition Corp • Blank checks • New York
This agreement (“Agreement”) is made as of August 4, 2021 between Gladstone Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 10th, 2021 • Gladstone Acquisition Corp • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) is made effective as of August 4, 2021, by and between GLADSTONE ACQUISITION CORPORATION, a Delaware corporation (the “Company”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Trustee”).
GLADSTONE ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • August 10th, 2021 • Gladstone Acquisition Corp • Blank checks • New York
Gladstone Acquisition Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
Gladstone Acquisition Corporation McLean, Virginia 22102Securities Subscription Agreement • February 9th, 2021 • Gladstone Acquisition Corp • New York
This agreement (the “Agreement”) is entered into on January 25, 2021 by and between Gladstone Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Gladstone Acquisition 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 2,875,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 375,000 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:
INDEMNITY AGREEMENTIndemnity Agreement • March 29th, 2022 • Gladstone Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_____], 2021, by and between Gladstone Acquisition Corporation, a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 10th, 2021 • Gladstone Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of August 4, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between GLADSTONE ACQUISITION CORP., a Delaware corporation (the “Company”), and GLADSTONE ACQUISITION, LLC, a Delaware limited liability company (the “Purchaser”).
August 4, 2021 Gladstone Acquisition Corporation McLean, Virginia 22102 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • August 10th, 2021 • Gladstone 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 among Gladstone Acquisition Corporation, a Delaware corporation (the “Company”), and EF Hutton, division of Benchmark Investments, 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 11,500,000 of the Company’s units (including up to 1,500,000 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 “Common Stock”) and one half of one redeemable warrant. Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a reg
WARRANT AGREEMENTWarrant Agreement • March 11th, 2021 • Gladstone Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], is by and between GLADSTONE ACQUISITION 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”).
Gladstone Acquisition Corporation McLean, Virginia 22102Representative Shares Subscription Agreement • August 10th, 2021 • Gladstone Acquisition Corp • Blank checks • New York
This agreement (the “Agreement”) is entered into on August 4, 2021 by and EF Hutton, division of Benchmark Investments, LLC (the “Subscriber” or “you”), and Gladstone Acquisition 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 200,000 shares (the “Shares”) of Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
AMENDMENT No. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 9th, 2023 • Global System Dynamics, Inc. • Services-prepackaged software
This Amendment No. 1 (this “Amendment”) to the Business Combination Agreement dated August 8, 2023, by, between, and among by, between, and among DarkPulse, Inc., a Delaware corporation (the “Company” or the “Sponsor”), Global System Dynamics, Inc., a Delaware corporation (“GSD”), and Zilla Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of GSD (the “Merger Sub”). The Company (or the Sponsor), GSD, and the Merger Sub will each be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Amendment will have the meaning set forth in the Business Combination Agreement dated December 14, 2022, by, between, and among the Company, GSD, and the Merger Sub (the “Agreement”), attached hereto as Exhibit A.
Global System Dynamics IncAdministrative Support Agreement • October 13th, 2022 • Global System Dynamics, Inc. • Blank checks • New York
March [__], 2021 Gladstone Acquisition Corporation McLean, Virginia 22102 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 11th, 2021 • Gladstone 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 among Gladstone Acquisition Corporation, a Delaware corporation (the “Company”), and Kingswood Capital Markets, division of Benchmark Investments, Inc., 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 11,500,000 of the Company’s units (including up to 1,500,000 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 “Common Stock”) and one half of one redeemable warrant. Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering
Gladstone Acquisition Corp.Administrative Support Agreement • August 10th, 2021 • Gladstone Acquisition Corp • Blank checks • New York
This letter agreement by and between Gladstone Acquisition Corp. (the “Company”) and Gladstone Sponsor, LLC (“Gladstone 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 The Nasdaq Capital Market (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”):
PURCHASE AGREEMENTPurchase Agreement • October 13th, 2022 • Global System Dynamics, Inc. • Blank checks • Delaware
This PURCHASE AGREEMENT (this “Agreement”) is made and entered into effectively as of October 12, 2022 (the “Effective Date”), by and among Darkpulse, Inc. (the “Acquirer”), GLADSTONE ACQUISITION CORP., a Delaware corporation (“SPAC”), and GLADSTONE SPONSOR, LLC (“Sponsor”) (each a “Party” and, collectively, the “Parties”).
Gladstone Acquisition CorporationAdministrative Support Agreement • March 11th, 2021 • Gladstone Acquisition Corp • Blank checks • New York
This letter agreement by and between Gladstone Acquisition Corporation (the “Company”) and Gladstone Sponsor, LLC (“Gladstone 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 The Nasdaq Capital Market (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”):
