5,000,000 Units SPK Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • June 11th, 2021 • SPK Acquisition Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 11th, 2021 • SPK Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is entered into as of the 7th day of June, 2021, by and among SPK Acquisition Corp., a Delaware corporation (the “Company” ) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors” ).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • April 23rd, 2021 • SPK Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of __________, 2021, by and between SPK Acquisition Corp., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
FORM OF INDEMNITY AGREEMENTIndemnification & Liability • June 11th, 2021 • SPK Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 7, 2021, by and between SPK Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned indemnitee (“Indemnitee”).
RIGHTS AGREEMENTRights Agreement • June 11th, 2021 • SPK Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of June 7, 2021 between SPK Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (the “Right Agent”).
June 7, 2021 SPK Acquisition Corp. Room 368, 302 BuweiUnderwriting Agreement • June 11th, 2021 • SPK 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 SPK Acquisition Corp., a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A 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 common stock of the Company, $0.0001 par value (the “Common Stock”) and one right to receive one-tenth (1/10) of one share of Common Stock (the “Rights”). Certain capitalized terms used herein are defined in paragraph 16 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 11th, 2021 • SPK Acquisition Corp. • Blank checks • New York
This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 23rd, 2021 • SPK Acquisition Corp. • Blank checks • New York
This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 26th, 2022 • SPK Acquisition Corp. • Biological products, (no disgnostic substances) • Connecticut
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the ___ day of , ____ 2022 by and between Varian Biopharma Inc., a company incorporated in
STOCK ESCROW AGREEMENTStock Escrow Agreement • April 23rd, 2021 • SPK Acquisition Corp. • Blank checks • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 26th, 2022 • SPK Acquisition Corp. • Biological products, (no disgnostic substances) • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the _____ day of July, 2020 by and between Varian Biopharma Inc., a company incorporated
STOCK ESCROW AGREEMENTStock Escrow Agreement • June 11th, 2021 • SPK Acquisition Corp. • Blank checks • New York
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.Licensing Agreement • June 17th, 2022 • SPK Acquisition Corp. • Biological products, (no disgnostic substances)
PROMISSORY NOTE SUBSCRIPTION AGREEMENTPromissory Note Subscription Agreement • September 13th, 2022 • SPK Acquisition Corp. • Biological products, (no disgnostic substances) • New York
This Promissory Note Subscription Agreement is made September 8, 2022 among SPK Acquisition Corp., a Delaware corporation (“SPK”), Varian Biopharmaceuticals, Inc., a Delaware corporation (“Varian”) and Alpha Capital Anstalt, a Liechtenstein anstalt (“Alpha”).
SUBSCRIPTION AGREEMENT TO: The Board of Directors of SPK Acquisition Corp. (the “Company”).Subscription Agreement • April 23rd, 2021 • SPK Acquisition Corp. • Blank checks
The undersigned hereby subscribes for 1,437,500 shares of common stock, par value $0.0001 per share (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $25,000 to the Company.
VOTING AGREEMENTVoting Agreement • June 17th, 2022 • SPK Acquisition Corp. • Biological products, (no disgnostic substances) • Delaware
This Voting Agreement (this “Agreement”) is made as of February 11, 2022, by and among Varian Biopharmaceuticals, Inc., a Florida corporation (the “Company”), SPK Acquisition Corp., a Delaware corporation (“Parent”), Todd Wider (“Wider”), Keystone Capital Partners, LLC (“Keystone”), Paul E. Mann (“Mann”), Jonathan Lewis (“Lewis”), Jeffrey B. Davis (“Davis”, and together with the Company, Wider, Keystone, Mann, Davis and Lewis, the “Company Voting Parties” and each a “Company Voting Party,”), SPK Acquisition LLC, a Delaware limited liability company (“the “Sponsor”), Justin Chang (“J. Chang”), Bryant Chou (“Chou”), Chris Wenbing Wang (“Wang”), Greg Chang (“G. Chang”, and together with Sponsor, J. Chang, Chon and Wang, the “Parent Voting Parties” and each a “Parent Voting Party,” and the Parent Voting Parties together with the Company Voting Parties, the “Voting Parties” and each a “Voting Party”). For purposes of this Agreement, capitalized terms used and not defined herein shall have t
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 13th, 2022 • SPK Acquisition Corp. • Biological products, (no disgnostic substances)
This Amendment No. 1 (this “Amendment”), dated as of September 9, 2022, to the Amended and Restated Investment Management Trust Agreement (as defined below) is made by and between SPK Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
Form of restrictive covenant AGREEMENTRestrictive Covenant Agreement • June 17th, 2022 • SPK Acquisition Corp. • Biological products, (no disgnostic substances) • Delaware
This Restrictive Covenant Agreement (this “Agreement”) is made and entered into as of [_____________], 2022 by and between SPK Acquisition Corp., a Delaware corporation (“Parent”), and [__________________], an individual (the “Restricted Party”). Parent and the Restricted Party shall each be referred to herein as a “Party” and collectively as the “Parties”.
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 17th, 2022 • SPK Acquisition Corp. • Biological products, (no disgnostic substances) • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 11, 2022, is by and among Varian Biopharmaceuticals Inc., a Florida corporation with offices located at 4851 Tamiami Trail North, Suite 200 Naples, FL 34103 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
