REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 20th, 2021 • Achari Ventures Holdings Corp. I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 14, 2021, is made and entered into by and among Achari Ventures Holdings Corp. I, a Delaware corporation (the “Company”), Achari Sponsor Holdings I LLC, a Delaware limited liability company (the “Sponsor”; together with 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 • October 20th, 2021 • Achari Ventures Holdings Corp. I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 14, 2021, is by and between Achari Ventures Holdings Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York 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 • October 20th, 2021 • Achari Ventures Holdings Corp. I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 14, 2021, by and between Achari Ventures Holdings Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company (the “Trustee”).
10,000,000 Units1 Achari Ventures Holdings Corp. I UNDERWRITING AGREEMENTUnderwriting Agreement • October 20th, 2021 • Achari Ventures Holdings Corp. I • Blank checks • New York
INDEMNITY AGREEMENTIndemnity Agreement • October 20th, 2021 • Achari Ventures Holdings Corp. I • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 14, 2021, by and between Achari Ventures Holdings Corp. I, a Delaware corporation (the “Company”), and (“Indemnitee”).
Achari Ventures Holdings Corp. I Clark, NJ 07066Underwriting Agreement • April 6th, 2021 • Achari Ventures Holdings Corp. I • 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 between Achari Ventures Holdings Corp. I, a Delaware corporation (the “Company”), and Chardan Capital Markets 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 7,500,000 of the Company’s units (including up to 1,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one-half of 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 regist
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 23rd, 2021 • Achari Ventures Holdings Corp. I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of __, 2021, by and between Achari Ventures Holdings Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company (the “Trustee”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • April 6th, 2021 • Achari Ventures Holdings Corp. I • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Achari Ventures Holdings Corp. I, a Delaware corporation (the “Company”), and (“Indemnitee”).
FOURTH AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 16th, 2024 • Achari Ventures Holdings Corp. I • Services-health services
This Fourth Amended and Restated Investment Management Trust Agreement (this “Agreement”) is made effective as of July 16, 2024, by and between Achari Ventures Holdings Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 7th, 2023 • Achari Ventures Holdings Corp. I • Blank checks • Delaware
This Indemnification Agreement (this “Agreement”), dated as of [•], 2024, is entered into by and between Vaso Holding Corp. (f/k/a Achari Ventures Holdings Corp. I.), a Delaware corporation (the “Company”), and [•] (the “Indemnitee”).
SECOND AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 14th, 2023 • Achari Ventures Holdings Corp. I • Blank checks
This Second Amended and Restated Investment Management Trust Agreement (this “Agreement”) is made effective as of July 12, 2023, by and between Achari Ventures Holdings Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 5th, 2021 • Achari Ventures Holdings Corp. I • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of __, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Achari Ventures Holdings Corp. I, a Delaware corporation (the “Company”), and Achari Sponsor Holdings I LLC, a Delaware limited liability company (the “Purchaser”).
AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 22nd, 2022 • Achari Ventures Holdings Corp. I • Blank checks
This Amended and Restated Investment Management Trust Agreement (this “Agreement”) is made effective as of December 22, 2022, by and between Achari Ventures Holdings Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 20th, 2021 • Achari Ventures Holdings Corp. I • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 14, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Achari Ventures Holdings Corp. I, a Delaware corporation (the “Company”), and Achari Sponsor Holdings I LLC, a Delaware limited liability company (the “Purchaser”).
THIRD AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 21st, 2023 • Achari Ventures Holdings Corp. I • Blank checks
This Third Amended and Restated Investment Management Trust Agreement (this “Agreement”) is made effective as of December __, 2023, by and between Achari Ventures Holdings Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company (the “Trustee”).
BUSINESS COMBINATION AGREEMENT BY AND AMONG ACHARI VENTURES HOLDINGS CORP. I, ACHARI MERGER SUB, INC. AND VASO CORPORATION DATED AS OF DECEMBER 6, 2023Business Combination Agreement • December 7th, 2023 • Achari Ventures Holdings Corp. I • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of December 6, 2023 (the “Execution Date”) by and among (a) Achari Ventures Holdings Corp. I, a Delaware corporation (the “SPAC”), (b) Achari Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the SPAC (“Merger Sub”, and together with the SPAC, the “SPAC Parties”), and (c) Vaso Corporation, a Delaware corporation (the “Company”). The SPAC, Merger Sub and the Company shall each also be referred to herein from time to time as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the respective meanings as set forth in Section 1.1.
EMPLOYMENT AGREEMENTEmployment Agreement • April 9th, 2024 • Achari Ventures Holdings Corp. I • Services-health services • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”), made and entered into as of March 16, 2011, by and between VASOMEDICAL, INC., a Delaware corporation, with its principal office located at 180 Linden Avenue, Westbury, New York 11590 (together with its successors and assigns permitted under this Agreement, “Vasomedical”) and JUN MA residing at 214 Riverside Drive, New York, New York 10025 (“Employee”).
PUT OPTION AGREEMENTPut Option Agreement • July 5th, 2024 • Achari Ventures Holdings Corp. I • Services-health services • New York
This Put Option Agreement (this “Agreement”) is entered into as of , 2024 by and among (i) Achari Ventures Holdings Corp. I, a Delaware corporation (the “SPAC”), (ii) Achari Sponsor Holdings I LLC, a Delaware limited liability company (the “Sponsor”), and (iii) Vaso Corporation, a Delaware corporation (the “Company”). Each of SPAC, the Sponsor and the Company are sometimes individually referred to herein as a “Party” and are sometimes collectively referred to as the “Parties” herein. Capitalized terms not defined herein shall have the respective meanings assigned to such terms in the Business Combination Agreement (as defined below).
Achari Ventures Holdings Corp. ISecurities Subscription Agreement • August 5th, 2021 • Achari Ventures Holdings Corp. I • Blank checks • New York
This agreement (the “Agreement”) is entered into on February 7, 2021 by and between Achari Sponsor Holdings I LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Achari Ventures Holdings Corp. I., 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 2,156,250 shares (the “Shares”) of common stock, $0.0001 par value per share (the “Common Stock”) up to 218,250 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units of the Company (the “Units”), 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:
Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. The symbol “[*]” denotes such omissions. SALES REPRESENTATIVE...Sales Representative Agreement • April 9th, 2024 • Achari Ventures Holdings Corp. I • Services-health services • New York
General Electric Company acting through its GE Healthcare Division (“GEHC”) a New York corporation, having its principal place of business at 1 River Road, Schenectady, New York, 12345, and Vaso Diagnostics Inc. d/b/a Vaso Healthcare, a New York corporation, having its principal office and place of business at 180 Linden Avenue, Westbury, NY 11590 (“Vaso” or the “Representative”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 7th, 2023 • Achari Ventures Holdings Corp. I • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], is made and entered into by and among Vaso Holding Corp., a Delaware corporation, formerly known as Achari Ventures Holdings Corp. I, a Delaware corporation (the “Company”), Achari Sponsor Holdings I LLC, a Delaware limited liability company (the “Sponsor” and, together with 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”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
Achari Ventures Holdings Corp. I Clark, NJ 07066Letter Agreement • September 23rd, 2021 • Achari Ventures Holdings Corp. I • 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 between Achari Ventures Holdings Corp. I, a Delaware corporation (the “Company”), and Chardan Capital Markets 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 10,000,000 of the Company’s units (including up to 11,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase three quarters of 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
EMPLOYMENT AGREEMENTEmployment Agreement • April 9th, 2024 • Achari Ventures Holdings Corp. I • Services-health services • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”), made and entered into as of October 1, 2022, by and between VASO CORPORATION, a Delaware corporation, with its principal office located at 137 Commercial Street, Suite 200, Plainview, NY 11803 (together with its successors and assigns permitted under this Agreement, “VASO”) and Jane Moen, residing at 720 N. Larrabee Street, No. 1412, Chicago, IL 60654 (“Employee”).
October 14, 2021 Achari Ventures Holdings Corp. I Clark, NJ 07066Underwriting Agreement • October 20th, 2021 • Achari Ventures Holdings Corp. I • 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 between Achari Ventures Holdings Corp. I, a Delaware corporation (the “Company”), and Chardan Capital Markets 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 10,000,000 of the Company’s units (including up to 11,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase three quarters of 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
Achari – Vaso BCA Acknowledgment and AgreementBusiness Combination Agreement • May 28th, 2024 • Achari Ventures Holdings Corp. I • Services-health services
Reference is made to that certain Business Combination Agreement, dated as of December 6, 2023 (as the same may be amended or modified in accordance with its terms, the “BCA”), by and among Achari Ventures Holdings Corp. I, a Delaware corporation (the “SPAC”), Achari Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the SPAC (“Merger Sub”, and together with the SPAC, the “SPAC Parties”), and Vaso Corporation, a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the respective meanings given to them in the BCA.
Achari Ventures Holdings Corp. I Clark, NJ 07066Letter Agreement • July 5th, 2024 • Achari Ventures Holdings Corp. I • Services-health services
Reference is made to (i) that certain Business Combination Agreement, dated as of December 6, 2023 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, in each case, in accordance with its terms, the “BCA”), by and among Achari Ventures Holdings Corp. I., a Delaware corporation (the “SPAC”), Achari Merger Sub, Inc., a Delaware corporation and a wholly-owned direct subsidiary of the SPAC, and Vaso Corporation, a Delaware corporation (the “Company”) and (ii) a letter agreement (the “Letter Agreement”) entered into and delivered by the SPAC and the Company in connection with the BCA. This agreement amends and restates in its entirety the Letter Agreement (the “Amended and Restated Letter Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the BCA.
LOCK-UP AGREEMENTLock-Up Agreement • December 7th, 2023 • Achari Ventures Holdings Corp. I • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [•], 2023, by and among Achari Ventures Holdings Corp. I., a Delaware corporation (the “Issuer”), Vaso Corporation (the “Company”) and each of the persons set forth on the signature pages to this Agreement who are (or will be at the Effective Time) a holder of SPAC New Shares (each, a “Holder”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Business Combination Agreement (as defined below).
Achari Ventures Holdings Corp. I Clark, NJ 07066Business Combination Agreement • May 28th, 2024 • Achari Ventures Holdings Corp. I • Services-health services
Reference is made to that certain Business Combination Agreement, dated as of December 6, 2023 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, in each case, in accordance with its terms, the “BCA”), by and among Achari Ventures Holdings Corp. I., a Delaware corporation (the “SPAC”), Achari Merger Sub, Inc., a Delaware corporation and a wholly-owned direct subsidiary of the SPAC, and Vaso Corporation, a Delaware corporation (the “Company”). This letter agreement (this “Letter Agreement”) is being entered into and delivered by the SPAC and the Company in connection with the BCA. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the BCA.
INVESTMENT AGREEMENTInvestment Agreement • August 5th, 2021 • Achari Ventures Holdings Corp. I • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of __, 2021, is by and among (i) Achari Ventures Holdings Corp. I, a Delaware company (the “SPAC”), (ii) Achari Sponsor Holdings I LLC, a Delaware limited liability company (the “Sponsor”), and (iii) __ (“Investor”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • September 23rd, 2021 • Achari Ventures Holdings Corp. I • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of __, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Achari Ventures Holdings Corp. I, a Delaware corporation (the “Company”), and Achari Sponsor Holdings I LLC, a Delaware limited liability company (the “Purchaser”).
Achari Ventures Holdings Corp. I Clark, NJ 07066Business Combination Agreement • December 7th, 2023 • Achari Ventures Holdings Corp. I • Blank checks
Reference is made to that certain Business Combination Agreement (the “BCA”), dated as of December 6, 2023, by and among Achari Ventures Holdings Corp. I., a Delaware corporation (“SPAC”), Achari Merger Sub Inc., a Delaware corporation and wholly owned direct subsidiary of SPAC (“Merger Sub”) and Vaso Corporation, a Delaware corporation (the “Company”). This letter agreement (this “Letter Agreement”) is being entered into and delivered by SPAC, the Company, Achari Sponsor Holdings I LLC, a Delaware limited liability company (the “Sponsor”) and the additional undersigned individuals, each of whom is a member of the SPAC’s board of directors and/or the management team of the SPAC (each, an “Insider” and collectively, the “Insiders”), in connection with the transactions contemplated by the BCA. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the BCA.
COMPANY SUPPORT AGREEMENTCompany Support Agreement • December 7th, 2023 • Achari Ventures Holdings Corp. I • Blank checks
This Company Support Agreement (this “Agreement”) is made and entered into as of December 6, 2023, by and among Achari Ventures Holdings Corp. I, a Delaware corporation (“SPAC”), Vaso Corporation, a Delaware corporation (the “Company”), and the undersigned stockholders (each, a “Holder”) of the Company, which Holders are listed on Schedule A, and the Company.
Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. The symbol “[*]” denotes such omissions. FIFTH AMENDMENT TO...Sales Representative Agreement • April 9th, 2024 • Achari Ventures Holdings Corp. I • Services-health services
This Fifth Amendment to Sales Representative Agreement (“Fifth Amendment”) is entered into as of July 1, 2012 (“Fifth Amendment Effective Date”) by and between General Electric Company, acting through its GE Healthcare Division, a New York corporation, having a principal place of business at 9900 W. Innovation Dr., Wauwatosa, WI 53226 (“GEHC”), and Vaso Diagnostics Inc., d/b/a Vaso Healthcare, a New York corporation, having its principal office and place of business at 180 Linden Avenue, Westbury, NY 11590, (“Representative”).
