DATA KNIGHTS ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • May 11th, 2021 • Data Knights Acquisition Corp. • Blank checks • New York
Data Knights Acquisition Corp., 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 AGREEMENT between DATA KNIGHTS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • May 11th, 2021 • Data Knights Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 6, 2021, is by and between Data Knights Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 4th, 2021 • Data Knights Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Data Knights Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”).
DATA KNIGHTS ACQUISITION CORP.Data Knights Acquisition Corp. • April 9th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on February 25, 2021 by and between Data Knights, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Data Knights Acquisition Corp., 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:
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 7th, 2021 • Data Knights Acquisition Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ______________, 2021, between Data Knights Acquisition Corp., a Delaware corporation (the “Company”), and _____________________________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 11th, 2021 • Data Knights Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 6, 2021 by and between Data Knights Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 5th, 2023 • Data Knights Acquisition Corp. • Services-commercial physical & biological research • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of this 28th day of June 2023, is by and among Data Knights Acquisition Corp, a Delaware corporation with offices located at Unit G6, Frome Business Park, Manor Road, Frome, United Kingdom, BA11 4FN (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
DATA KNIGHTS ACQUISITION CORP. UNDERWRITING AGREEMENTData Knights Acquisition Corp. • May 4th, 2021 • Blank checks • New York
Data Knights Acquisition Corp., 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 4th, 2021 • Data Knights Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Data Knights Acquisition Corp., a Delaware corporation (the “Company”), Data Knights, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor 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 AGREEMENT between DATA KNIGHTS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • May 4th, 2021 • Data Knights Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Data Knights Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK ONEMEDNET CORPORATIONOneMedNet Corp • October 1st, 2024 • Services-commercial physical & biological research
THIS PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, ______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from OneMedNet Corporation, a Delaware corporation (the “Company”), up to ________ shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 11th, 2021 • Data Knights Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 6, 2021, is made and entered into by and among Data Knights Acquisition Corp., a Delaware corporation (the “Company”), Data Knights, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor 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”).
Data Knights Acquisition Corp. Trident Court, 1 Oakcroft Road Chessington, Surrey KT9 1BD United Kingdom Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • May 4th, 2021 • Data Knights Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Data Knights Acquisition Corp., a Delaware corporation (the “Company”) and Kingswood Capital Markets, division of Benchmark Investments, Inc., as representative of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 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 redeemable warrant. Each redeemable warrant (each, a “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 shall be sold in the Public Offering
Data Knights Acquisition Corp. Trident Court, 1 Oakcroft Road Chessington, Surrey KT9 1BD United Kingdom Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • April 7th, 2021 • Data Knights Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Data Knights Acquisition Corp., a Delaware corporation (the “Company”) and Kingswood Capital Markets, division of Benchmark Investments, Inc., as representative of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 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 redeemable warrant. Each redeemable warrant (each, a “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 shall be sold in the Public Offering
Data Knights Acquisition Corp. Trident Court, 1 Oakcroft Road Chessington, Surrey KT9 1BD United Kingdom Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • May 11th, 2021 • Data Knights Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Data Knights Acquisition Corp., a Delaware corporation (the “Company”) and Kingswood Capital Markets, division of Benchmark Investments, Inc., as representative of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 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 redeemable warrant. Each redeemable warrant (each, a “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 shall be sold in the Public Offering
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 18th, 2023 • OneMedNet Corp • Services-commercial physical & biological research • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of this 28th day of June 2023, is by and among Data Knights Acquisition Corp, a Delaware corporation with offices located at Unit G6, Frome Business Park, Manor Road, Frome, United Kingdom, BA11 4FN (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • April 9th, 2024 • OneMedNet Corp • Services-commercial physical & biological research • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 7, 2023 (the “Effective Date”) by and among (i) Data Knights Acquisition Corp., a Delaware corporation (including its successors, the “Purchaser”), and (ii) and the undersigned parties listed on Exhibit A hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • May 7th, 2024 • OneMedNet Corp • Services-commercial physical & biological research • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of the Closing Date (as defined in the Merger Agreement, as defined below) by and between (i) Data Knights Acquisition Corp., a Delaware corporation (including any successor entity thereto, the “Purchaser”), and (ii) _________________________________________________ (the “Subject Party”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • April 9th, 2024 • OneMedNet Corp • Services-commercial physical & biological research • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of the Closing Date (as defined in the Merger Agreement, as defined below) by and between (i) Data Knights Acquisition Corp., a Delaware corporation (including any successor entity thereto, the “Purchaser”), and (ii) _______________ (the “Subject Party”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
OneMedNet CorporationInformation and Inventions Agreement • May 7th, 2024 • OneMedNet Corp • Services-commercial physical & biological research
AMENDMENT TO VOTING AGREEMENTVoting Agreement • October 1st, 2024 • OneMedNet Corp • Services-commercial physical & biological research • Delaware
THIS AMENDMENT TO VOTING AGREEMENT (this “Amendment”), is made as of September __, 2024, by and among OneMedNet Corporation (the “Company”), and ______________ (the “Investor”).
Account Name XXXXXXXXXXXXXXXXXXX Date 9/16/2021 Bill To XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX Expiration Date 9/30/2021License Agreement • January 3rd, 2023 • Data Knights Acquisition Corp. • Services-commercial physical & biological research
STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • June 21st, 2024 • OneMedNet Corp • Services-commercial physical & biological research • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of June 17, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and ONEMEDNET CORPORATION, a company incorporated under the laws of the state of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
OneMedNet Corporation 6385 Old Shady Oak Road Suite 250 Eden Prairie, MN 55344 January 13, 2022Data Knights Acquisition Corp. • July 5th, 2023 • Services-commercial physical & biological research
When executed by you and the company this will constitute a letter agreement (“Agreement”) confirming the terms and conditions under which OneMedNet Corporation, a Delaware corporation (“Company”), is prepared to offer full time employment to you (“you” or “Employee”), commencing on or before January 17, 2022. Employee’s employment terms are as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 7th, 2024 • OneMedNet Corp • Services-commercial physical & biological research • Delaware
This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of March 28, 2024, by and between ONEMEDNET CORPORATION, a corporation organized under the laws of the State of Delaware (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”).
CONSULTING AGREEMENTConsulting Agreement • August 30th, 2024 • OneMedNet Corp • Services-commercial physical & biological research • Delaware
This CONSULTING AGREEMENT (“Agreement”) is entered into as of August 30, 2024 (“Effective Date”) by and between OneMedNet Corporation, a Delaware corporation (the “Company”) and Robert Golden (“Consultant”).
WARRANT AGREEMENT between DATA KNIGHTS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • May 7th, 2024 • OneMedNet Corp • Services-commercial physical & biological research • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Data Knights Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
ContractData Knights Acquisition Corp. • April 11th, 2023 • Services-commercial physical & biological research
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • May 7th, 2024 • OneMedNet Corp • Services-commercial physical & biological research
This Subscription Escrow Agreement (the “Escrow Agreement”) is entered into and effective the 28th day of March 2024, by and among OneMedNet Corporation, a corporation organized under the laws of the State of Delaware (“OneMedNet”); each investor identified on the signature pages hereto (each, including his, her or theirs successors and assigns, each, an “Investor,” and, collectively, the “Investors”), and Rimon, P.C., a professional corporation incorporated in the State of Delaware (the “Escrow Agent”). Terms not defined in this Escrow Agreement are defined in the executed Securities Purchase Agreement, dated as of March 28, 2024, as amended, modified or supplemented from time to time in accordance with its terms (the “PIPE SPA”).
AMENDMENT TO THE SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 6th, 2024 • OneMedNet Corp • Services-commercial physical & biological research
This Amendment to the Securities Purchase Agreement (this “Amendment”), effective as of June 4, 2024, is made between ONEMEDNET CORPORATION, a corporation organized under the laws of the State of Delaware (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”).
DATA KNIGHTS LLCLetter Agreement • April 7th, 2021 • Data Knights Acquisition Corp. • Blank checks
This letter agreement sets forth the terms of the agreement between Data Knights, LLC, a Delaware limited liability company (the “Company”), and the undersigned. The Company is the sponsor of Data Knights Acquisition Corp. (the “SPAC”), a Delaware corporation and a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), which intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”).
Data Knights Acquisition Corp. Trident Court, 1 Oakcroft Road Chessington, Surrey KT9 1BD United Kingdom Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • May 7th, 2024 • OneMedNet Corp • Services-commercial physical & biological research
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Data Knights Acquisition Corp., a Delaware corporation (the “Company”) and Kingswood Capital Markets, division of Benchmark Investments, Inc., as representative of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 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 redeemable warrant. Each redeemable warrant (each, a “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 shall be sold in the Public Offering
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2024 • OneMedNet Corp • Services-commercial physical & biological research
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of June 17, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and OneMedNet Corporation, a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2024 • OneMedNet Corp • Services-commercial physical & biological research • New York
THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), is made as of September __, 2024, by and among OneMedNet Corporation (the “Company”), and _______________ (the “Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 2nd, 2024 • OneMedNet Corp • Services-commercial physical & biological research
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 28, 2024, is by and among OneMedNet Corporation, a Delaware corporation (the “Company”), and each of the investors to the Securities Purchase Agreement (as defined below) (collectively, the “Investors” and, together with the Company, the “Parties” and each, a “Party”). Certain capitalized terms used herein are defined in Section 1. Except as otherwise defined herein, capitalized terms have the meanings given to them in the Securities Purchase Agreement.
