INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 5th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), and U.S Bank National Association, a national banking association (the “Trustee”).
INDEMNITY AGREEMENT October 20, 2021Indemnity Agreement • October 26th, 2021 • ExcelFin Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 20, 2021, by and between ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENT October 20, 2021Registration Rights Agreement • October 26th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 20, 2021, is made and entered into by and among ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), ExcelFin SPAC LLC, a Delaware limited liability company (the “Sponsor”), and the 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 (each such party, together with the Sponsor, a “Holder” and collectively, the “Holders”).
EXCELFIN ACQUISITION CORP. 20,000,000 Units ($10.00 per Unit) UNDERWRITING AGREEMENTUnderwriting Agreement • October 15th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York
PUBLIC WARRANT AGREEMENTPublic Warrant Agreement • October 26th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York
THIS PUBLIC WARRANT AGREEMENT, dated as of October 20, 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a limited liability trust company organized and existing under the laws of the State of New York, as warrant agent (the “Warrant Agent”).
FORM OF NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • March 24th, 2023 • ExcelFin Acquisition Corp. • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of , 2023 by and among ExcelFin Acquisition Corp. (“ExcelFin”), ExcelFin SPAC LLC (the “Sponsor”) and the undersigned investor (“Investor”).
PRIVATE WARRANT AGREEMENTPrivate Warrant Agreement • October 26th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York
THIS PRIVATE WARRANT AGREEMENT, dated as of October 20, 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a limited liability trust company organized and existing under the laws of the State of New York, as warrant agent (the “Warrant Agent”).
EXCELFIN ACQUISITION CORP. San Francisco, CA 94111Securities Subscription Agreement • October 5th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York
ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept the offer ExcelFin SPAC LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 5,750,000 of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Shares and the Company’s shares of Class A common stock, $0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires, as used herein “Shares” sha
SPONSOR WARRANTS PURCHASE AGREEMENT October 20, 2021Sponsor Warrants Purchase Agreement • October 26th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of October 20, 2021, is entered into by and between ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), and ExcelFin SPAC LLC, a Delaware limited liability company (the “Purchaser”).
EXCELFIN ACQUISITION CORP. 20,000,000 Units ($10.00 per Unit) UNDERWRITING AGREEMENTUnderwriting Agreement • October 26th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York
LETTER AGREEMENT Dated [●], 2021Letter Agreement • October 5th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York
This letter agreement (this “Letter Agreement”) is entered into by and among ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), ExcelFin SPAC LLC, a Delaware limited liability company (the “Sponsor”), and each other undersigned person (each such other undersigned person, an “Insider” and collectively, the “Insiders”). Reference is made to that certain underwriting agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among the Company, USB Securities LLC, EXOS Securities LLC and KeyBank Capital Markets Inc., as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par valu
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • October 26th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of October 20, 2021, by and between ExcelFin Acquisition Corp., a blank check company incorporated as a Delaware corporation (the “Company”), and Fin VC Constellation, LLC and Grand Fortune Capital LLC (each individually, a “Purchaser” and collectively, the “Purchasers”).
FOURTH AMENDMENT TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 23rd, 2024 • ExcelFin Acquisition Corp. • Blank checks
This Fourth Amendment to the Business Combination Agreement (this “Amendment”) is entered into as of August 23, 2024, by and among (a) ExcelFin Acquisition Corp., a Delaware corporation (“SPAC”), (b) Betters Medical Investment Holdings Limited, a Cayman Islands exempted company (“Betters”), (c) Baird Medical Investment Holdings Limited, a Cayman Islands exempted company and a direct, wholly owned Subsidiary of Betters (“PubCo”), (d) Betters Medical Merger Sub, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of PubCo (“Merger Sub 1”), (e) Betters Medical Merger Sub 2, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of PubCo (“Merger Sub 2”), (f) Betters Medical NewCo, LLC, a Delaware limited liability company and a direct, wholly owned Subsidiary of Betters (“NewCo” and, together with Merger Sub 1, Merger Sub 2 and PubCo, each, individually, an “Acquisition Entity” and, collectively, the “Acquisition Entities”), and (g) Tycoon Choice Global Limited,
ExcelFin Acquisition Corp. San Francisco, CA 94111Administrative Services Agreement • October 26th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York
This letter agreement by and between ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), and ExcelFin SPAC LLC, a Delaware limited liability company (the “Services Provider”), 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 New York Stock Exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-260038) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 15th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021, by and between ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association (the “Trustee”).
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 1st, 2023 • ExcelFin Acquisition Corp. • Blank checks • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of October 26, 2023, by and between ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated October 25, 2021 by and between the parties hereto (as amended to date, the “Trust Agreement”).
BETTERS SHAREHOLDER SUPPORT AGREEMENTShareholder Agreements • June 26th, 2023 • ExcelFin Acquisition Corp. • Blank checks
This BETTERS SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 26, 2023, by and among Betters Medical Investment Holdings Limited, a Cayman Islands exempted company (“Betters”), Baird Medical Investment Holdings Limited, a Cayman Islands exempted company and a direct, wholly owned Subsidiary of Betters (“PubCo”), Tycoon Choice Global Limited, a business company limited by shares incorporated under the Laws of the British Virgin Islands and a direct, wholly owned Subsidiary of Betters (the “Company”), the person(s) identified on Schedule A hereto who hold Betters Shares (as defined below) (each, a “Betters Shareholder” and collectively the “Betters Shareholders”) and ExcelFin Acquisition Corp., a Delaware corporation (the “SPAC”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • June 26th, 2023 • ExcelFin Acquisition Corp. • Blank checks
THIS SPONSOR SUPPORT AGREEMENT, dated as of June 26, 2023 (this “Agreement”), is made and entered into by and among ExcelFin SPAC LLC, a Delaware limited liability company (the “Sponsor”), ExcelFin Acquisition Corp., a Delaware corporation (“SPAC”), and Baird Medical Investment Holdings Limited, a Cayman Islands exempted company (“PubCo”).
ExcelFin Acquisition Corp. San Francisco, California 94111 Re: Insider Letter Amendment Ladies and Gentlemen:Insider Letter Amendment • June 26th, 2023 • ExcelFin Acquisition Corp. • Blank checks • New York
This amendment (this “Amendment”) is being delivered to you in accordance with Section 12 of that certain Letter Agreement, dated as of October 20, 2021 (the “Letter Agreement”), by and among ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), ExcelFin SPAC LLC, a Delaware limited liability company (the “Sponsor”), and the individuals signatory thereto, each of whom is an officer, director or board advisor of the Company (each, an “Insider” and collectively, the “Insiders”).
FIRST AMENDMENT TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • March 12th, 2024 • ExcelFin Acquisition Corp. • Blank checks • Delaware
This First Amendment to the Business Combination Agreement (this “Amendment”) is entered into as of March 11, 2024, by and among (a) ExcelFin Acquisition Corp., a Delaware corporation (“SPAC”), (b) Betters Medical Investment Holdings Limited, a Cayman Islands exempted company (“Betters”), (c) Baird Medical Investment Holdings Limited, a Cayman Islands exempted company and a direct, wholly owned Subsidiary of Betters (“PubCo”), (d) Betters Medical Merger Sub, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of PubCo (“Merger Sub”), and (e) Tycoon Choice Global Limited, a business company limited by shares incorporated under the Laws of the British Virgin Islands and a direct, wholly owned Subsidiary of Betters (the “Company” and together with SPAC, Betters, PubCo and Merger Sub, collectively, the “Parties” and individually a “Party”). All capitalized terms used but not defined herein shall have the meanings assigned to them in the Business Combination Agreement (as def
ExcelFin Acquisition Corp. San Francisco, CA 94111Financial Services Agreement • March 31st, 2022 • ExcelFin Acquisition Corp. • Blank checks
On October 20, 2021, ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), and Fin Venture Capital (the “Services Provider”), entered into a letter agreement (the “Financial Services Agreement”) providing that the Service Provider shall provide certain services to the Company until the Termination Date (as defined therein). By this letter, the Company and the Services Provider hereby agree that:
THIRD AMENDMENT TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 20th, 2024 • ExcelFin Acquisition Corp. • Blank checks
This Third Amendment to the Business Combination Agreement (this “Amendment”) is entered into as of June 17, 2024, by and among (a) ExcelFin Acquisition Corp., a Delaware corporation (“SPAC”), (b) Betters Medical Investment Holdings Limited, a Cayman Islands exempted company (“Betters”), (c) Baird Medical Investment Holdings Limited, a Cayman Islands exempted company and a direct, wholly owned Subsidiary of Betters (“PubCo”), (d) Betters Medical Merger Sub, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of PubCo (“Merger Sub 1”), (e) Betters Medical Merger Sub 2, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of PubCo (“Merger Sub 2”), (f) Betters Medical NewCo, LLC, a Delaware limited liability company and a direct, wholly owned Subsidiary of Betters (“NewCo” and, together with Merger Sub 1, Merger Sub 2 and PubCo, each, individually, an “Acquisition Entity” and, collectively, the “Acquisition Entities”), and (g) Tycoon Choice Global Limited, a
ExcelFin Acquisition Corp. San Francisco, CA 94111Administrative Services Agreement • October 5th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York
This letter agreement by and between ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), and ExcelFin SPAC LLC, a Delaware limited liability company (the “Services Provider”), 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 New York Stock Exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-[●]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
SECOND AMENDMENT TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 16th, 2024 • ExcelFin Acquisition Corp. • Blank checks
This Second Amendment to the Business Combination Agreement (this “Amendment”) is entered into as of May 16, 2024, by and among (a) ExcelFin Acquisition Corp., a Delaware corporation (“SPAC”), (b) Betters Medical Investment Holdings Limited, a Cayman Islands exempted company (“Betters”), (c) Baird Medical Investment Holdings Limited, a Cayman Islands exempted company and a direct, wholly owned Subsidiary of Betters (“PubCo”), (d) Betters Medical Merger Sub, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of PubCo (“Merger Sub”), and (e) Tycoon Choice Global Limited, a business company limited by shares incorporated under the Laws of the British Virgin Islands and a direct, wholly owned Subsidiary of Betters (the “Company” and together with SPAC, Betters, PubCo and Merger Sub, collectively, the “Parties” and individually a “Party”). All capitalized terms used but not defined herein shall have the meanings assigned to them in the Business Combination Agreement (as defi
BUSINESS COMBINATION AGREEMENT by and among EXCELFIN ACQUISITION CORP., BETTERS MEDICAL INVESTMENT HOLDINGS LIMITED, Baird Medical Investment Holdings Limited, Betters Medical Merger Sub, Inc. and TYCOON CHOICE GLOBAL LIMITED dated as of June 26, 2023Business Combination Agreement • June 26th, 2023 • ExcelFin Acquisition Corp. • Blank checks • Delaware
This Business Combination Agreement, dated as of June 26, 2023 (this “Agreement”), is made and entered into by and among (a) ExcelFin Acquisition Corp., a Delaware corporation (“SPAC”), (b) Betters Medical Investment Holdings Limited, a Cayman Islands exempted company (“Betters”), (c) Baird Medical Investment Holdings Limited, a Cayman Islands exempted company and a direct, wholly owned Subsidiary of Betters (“PubCo”), (d) Betters Medical Merger Sub, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of PubCo (“Merger Sub” and, together with PubCo, each, individually, an “Acquisition Entity” and, collectively, the “Acquisition Entities”), and (e) Tycoon Choice Global Limited, a business company limited by shares incorporated under the Laws of the British Virgin Islands and a direct, wholly owned Subsidiary of Betters (the “Company”). SPAC, Betters, PubCo, Merger Sub and the Company are sometimes referred to herein collectively as the “Parties” and individually as a “Par
ExcelFin Acquisition Corp. San Francisco, CA 94111Financial Services Agreement • October 26th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York
This letter agreement by and between ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), and Fin Venture Capital (the “Services Provider”), 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 Global Market (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-260038) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
ExcelFin Acquisition Corp. San Francisco, CA 94111Financial Services Agreement • October 15th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York
This letter agreement by and between ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), and Fin Venture Capital (the “Services Provider”), 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 Global Market (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-260038) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 26th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 25, 2021, by and between ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association (the “Trustee”).
LETTER AGREEMENT Dated October 20, 2021Letter Agreement • October 26th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York
This letter agreement (this “Letter Agreement”) is entered into by and among ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), ExcelFin SPAC LLC, a Delaware limited liability company (the “Sponsor”), and each other undersigned person (each such other undersigned person, an “Insider” and collectively, the “Insiders”). Reference is made to that certain underwriting agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among the Company, UBS Securities LLC, EXOS Securities LLC and KeyBank Capital Markets Inc., as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par valu
