MAQUIA CAPITAL ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • May 10th, 2021 • Maquia Capital Acquisition Corp • Blank checks • New York
Maquia Capital Acquisition Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with Kingswood Capital Markets, division of Benchmark Investments, Inc. (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • May 10th, 2021 • Maquia Capital Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 4, 2021, is by and between Maquia Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 10th, 2021 • Maquia Capital Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 4, 2021, by and between Maquia Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
MAQUIA CAPITAL ACQUISITION CORPORATION Miami, FL 33132Maquia Capital Acquisition Corporation • February 16th, 2021 • New York
This agreement (the “Agreement”) is entered into on December 10, 2020 by and between Maquia Investments North America, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Maquia Capital 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 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2021 • Maquia Capital Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 4, 2021, is made and entered into by and among Maquia Capital Acquisition Corporation, a Delaware corporation (the “Company”) and Maquia Investments North America, LLC, a Delaware limited liability company (the “Sponsor”), (and together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • March 23rd, 2021 • Maquia Capital Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Maquia Capital Acquisition Corporation, a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • January 23rd, 2024 • Maquia Capital Acquisition Corp • Services-prepackaged software • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of _____, 2024 by and among Maquia Capital Acquisition Corporation (the “Company”), Maquia Investments North America, LLC (the “Sponsor”) and the undersigned investor (“Investor”).
Maquia Capital Acquisition Corporation Miami, FL 33132Letter Agreement • April 8th, 2021 • Maquia Capital 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 Maquia Capital 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 23,000,000 of the Company’s units (including up to 3,000,000 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 (the “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
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • May 10th, 2021 • Maquia Capital Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of May 4, 2021, by and between Maquia Capital Acquisition Corporation, a Delaware corporation (the “Company”), having its principal place of business at 50 Biscayne Boulevard, Suite 2406, 33132, and Maquia Investments North America, LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 50 Biscayne Boulevard, Suite 2406, 33132.
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • April 8th, 2021 • Maquia Capital Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Maquia Capital Acquisition Corporation, a Delaware corporation (the “Company”), having its principal place of business at 50 Biscayne Boulevard, Suite 2406, 33132, and Maquia Investments North America, LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 50 Biscayne Boulevard, Suite 2406, 33132.
May 4, 2021Letter Agreement • May 10th, 2021 • Maquia Capital 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 Maquia Capital 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 18,400,000 of the Company’s units (including up to 2,400,000 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 (the “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
BUSINESS COMBINATION AGREEMENT by and among Maquia Capital Acquisition Corporation, Maquia Merger Sub, Inc., and Immersed Inc. Dated as of August 8, 2023Business Combination Agreement • August 10th, 2023 • Maquia Capital Acquisition Corp • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT, dated as of August 8, 2023 (this “Agreement”), by and among Maquia Capital Acquisition Corporation, a Delaware corporation (“SPAC”), Maquia Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Immersed Inc., a Delaware corporation (the “Company”). SPAC, Merger Sub and the Company are sometimes referred to individually as a “Party” and, collectively, as “Parties”.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • August 10th, 2023 • Maquia Capital Acquisition Corp • Blank checks
This SPONSOR SUPPORT AGREEMENT, dated as of August 8, 2023 (this “Agreement”), by and among Maquia Investments North America, LLC, a Delaware limited liability company (“Sponsor”), certain of the stockholders, officers and directors of Maquia Capital Acquisition Corporation, a Delaware corporation (“SPAC”), whose names appear on the signature pages of this Agreement (together with the Sponsor, the “Sponsor Parties”), and Immersed Inc, a Delaware corporation (the “Company”).
AMENDMENT NO. 1 TO SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • October 10th, 2023 • Maquia Capital Acquisition Corp • Blank checks • Delaware
This AMENDMENT NO. 1 (this “Amendment”), dated as of October 4, 2023, to the Sponsor Support Agreement, dated as of August 8, 2023 (the “Sponsor Support Agreement”), is made by and among Maquia Investments North America, LLC, a Delaware limited liability company (“Sponsor”), certain of the stockholders, officers and directors of Maquia Capital Acquisition Corporation, a Delaware corporation (“SPAC”), whose names appear on the signature pages of this Amendment (together with the Sponsor, the “Sponsor Parties”), and Immersed Inc, a Delaware corporation (the “Company”). Sponsor, the Sponsor Parties, SPAC and the Company are referred to herein collectively as the “Parties.” Capitalized terms not otherwise defined in this Amendment have the meanings given such terms in the Sponsor Support Agreement.
AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • April 16th, 2024 • Maquia Capital Acquisition Corp • Services-prepackaged software
This AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of April 5, 2024, is made by and among Maquia Capital Acquisition Corporation, a Delaware corporation (“SPAC”), Maquia Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Immersed Inc., a Delaware corporation (the “Company”). SPAC, Merger Sub and the Company are referred to herein collectively as “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • April 9th, 2024 • Maquia Capital Acquisition Corp • Services-prepackaged software
This AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of April 5, 2024, is made by and among Maquia Capital Acquisition Corporation, a Delaware corporation (“SPAC”), Maquia Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Immersed Inc., a Delaware corporation (the “Company”). SPAC, Merger Sub and the Company are referred to herein collectively as “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • October 10th, 2023 • Maquia Capital Acquisition Corp • Blank checks
This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of October 4, 2023, is made by and among Maquia Capital Acquisition Corporation, a Delaware corporation (“SPAC”), Maquia Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Immersed Inc., a Delaware corporation (the “Company”). SPAC, Merger Sub and the Company are referred to herein collectively as “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
Maquia Capital Acquisition CorporationMaquia Capital Acquisition Corp • March 23rd, 2021 • Blank checks • New York
This letter agreement by and between Maquia Capital Acquisition Corporation (the “Company”) and ARC Group Ltd. (“ARC Group”), 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”):
TERMINATION OF BUSINESS COMBINATION AGREEMENTTermination of Business Combination Agreement • May 22nd, 2024 • Maquia Capital Acquisition Corp • Services-prepackaged software
This Termination of Business Combination Agreement, dated as of May 20, 2024 (this “Termination”) is by and among Maquia Capital Acquisition Corporation, a Delaware corporation (“SPAC”), Maquia Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Immersed Inc., a Delaware corporation (the “Company”). SPAC, Merger Sub and the Company are sometimes referred to individually as a “Party” and, collectively, as “Parties”.
AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • January 10th, 2024 • Maquia Capital Acquisition Corp • Services-prepackaged software
This Amendment No. 2 to BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of January 8, 2024, is made by and among Maquia Capital Acquisition Corporation, a Delaware corporation (“SPAC”), Maquia Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Immersed Inc., a Delaware corporation (the “Company”). SPAC, Merger Sub and the Company are referred to herein collectively as “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below)
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • August 10th, 2023 • Maquia Capital Acquisition Corp • Blank checks
This STOCKHOLDER SUPPORT AGREEMENT, dated as of August 8, 2023 (this “Agreement”), by and among Immersed Inc., a Delaware corporation (the “Company”), Maquia Capital Acquisition Corporation, a Delaware corporation (“SPAC”), and certain of the stockholders of the Company whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”).
