15,000,000 Units OXUS ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 2021 • Oxus Acquisition Corp. • Blank checks • New York
Oxus Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
INDEMNITY AGREEMENTIndemnity Agreement • July 27th, 2021 • Oxus Acquisition Corp. • Blank checks
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Oxus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ________________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 9th, 2021 • Oxus Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of September 2, 2021, by and among Oxus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 19th, 2021 • Oxus Acquisition Corp. • Blank checks • New York
EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 SOVA CAPITAL LIMITED 119049, Moscow, 5 Koroviy Val, bldg. 1 BC Oasis, 7th floorAdvisory Agreement • September 9th, 2021 • Oxus Acquisition Corp. • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Oxus Acquisition Corp., a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. and SOVA Capital Limited (each an “Advisor” and collectively the “Advisors”) to assist it in connection with the Company’s merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-258183) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 9th, 2021 • Oxus Acquisition Corp. • Blank checks • New York
September 2, 2021Underwriting Agreement • September 9th, 2021 • Oxus 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 Oxus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several underwriters named in 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 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one warrant, each whole warrant exercisable for one Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 15 hereof.
WARRANT AGREEMENTWarrant Agreement • September 9th, 2021 • Oxus Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of September 2, 2021 between Oxus Acquisition Corp., a Cayman Islands exempted company, with offices at 7F, 77/2 Al-Farabi Avenue, Almaty, Kazakhstan 050040 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Oxus Acquisition Corp.Securities Purchase Agreement • July 27th, 2021 • Oxus Acquisition Corp. • Blank checks • New York
We are pleased to accept the offer you (the “Subscriber”) have made to purchase an aggregate of 8,625,000 Class B ordinary shares (the “Founder Shares”) of par value $0.0001 per share, up to 1,125,000 of which Founder Shares are subject to complete or partial forfeiture (the “forfeiture”) if the underwriters of the initial public offering (“IPO”) of Oxus Acquisition Corp., a Cayman Islands exempted company (the “Company”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B ordinary shares of the Company, including the Founder Shares, and the Class A ordinary shares of the Company, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association (the “Articles”), the Founders Shares will automatically convert into Class A Ordinary Shares, upon the terms and conditions set forth i
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 1st, 2023 • Oxus Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [•], 2023 (the “Effective Date”) by and among (i) Oxus Acquisition Corp., a Cayman Islands exempted company (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”).
NOTE PURCHASE AGREEMENT Made and effective as of the 30 day of January, 2024 (the “Effective Date”),Note Purchase Agreement • April 15th, 2024 • Borealis Foods Inc. • Food and kindred products • Ontario
BOREALIS FOODS INC., a corporation incorporated under the laws of the Province of Ontario (hereinafter called the “Corporation”)
MASTER BROKER AGREEMENTMaster Broker Agreement • February 13th, 2024 • Borealis Foods Inc. • Food and kindred products • South Carolina
THIS MASTER BROKER AGREEMENT (this “Agreement”) is made as of this 1St day of April, 2023 (“Effective Date”) by and between Palmetto Gourmet Foods, Inc., a South Carolina corporation with its principal office at 4160 Columbia Hwy, Saluda, South Carolina 29138 (hereinafter “PGF”) and Next Step Club Solutions, LLC, a Washington State corporation with its principal office at [*****] (hereinafter “Broker”).
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • February 13th, 2024 • Borealis Foods Inc. • Food and kindred products • Ontario
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of this 7th day of February, 2024 between Borealis Foods Inc. (the “Corporation”), a corporation amalgamated under the Business Corporations Act (Ontario) and _____________________________ (the “Indemnified Party”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 27th, 2021 • Oxus Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [ ], 2021 (the “Agreement”), by and among OXUS Acquisition Corp., a Cayman Islands exempted company (the “Company”), Oxus capital pte. ltd (the “Sponsor”), the shareholders of the Company listed on Exhibit A hereto (together with Sponsor and any permitted transferee of the Sponsor or such shareholders after the date hereof in accordance with the terms hereof being referred to as, the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (the “Escrow Agent”).
EQUIPMENT LEASE AGREEMENTEquipment Lease Agreement • December 26th, 2023 • Oxus Acquisition Corp. • Food and kindred products • South Carolina
THIS EQUIPMENT LEASE AGREEMENT (this “Lease”) is made and entered into this 2nd day of February 2021 (the “Effective Date”), by and between Industrial Packaging Supplies, Inc., a South Carolina corporation doing business as IPS Packaging & Automation located at 10 Jack Casey Court, Fountain Inn, South Carolina 29644 (“Lessor”), and Palmetto Gourmet Foods, Inc., located at 782 Columbia Hwy. Saluda, SC 29138 (“Lessee”).
NOTE PURCHASE AGREEMENT Made and effective as of the 15th day of November, 2023 (the “Effective Date”),Note Purchase Agreement • April 15th, 2024 • Borealis Foods Inc. • Food and kindred products • Ontario
BOREALIS FOODS INC., a corporation incorporated under the laws of the Province of Ontario (hereinafter called the “Corporation”)
MORAN FOODS, LLC D/B/A SAVE-A-LOT, LTD. STANDARD VENDOR AGREEMENT GOODS FOR RESALE (PRODUCTS) DECEMBER 2018Standard Vendor Agreement • February 13th, 2024 • Borealis Foods Inc. • Food and kindred products
The signature set forth blow acknowledges Vendor’s agreement with and acceptance of the Standard Vendor Agreement Goods for Resale (Products) Version December 2018.
LEASE BETWEEN LISGAR DEVELOPMENT LIMITED. AND BOREALIS FOODS INC. Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[*****]”) because the identified confidential portions (i) are not material...Lease Agreement • December 26th, 2023 • Oxus Acquisition Corp. • Food and kindred products • Ontario
The following are certain basic terms and provisions of this Lease (the “Basic Provisions”), which Basic Provisions form part of this Lease and are in certain instances referred to in subsequent sections of this Lease. Any conflict or inconsistency between the Basic Provisions and the other provisions of this Lease shall be resolved in favour of such other provisions.
Equipment Finance AgreementEquipment Finance Agreement • December 26th, 2023 • Oxus Acquisition Corp. • Food and kindred products
m2 EQUIPMENT FINANCE LLC (“Lender”) has drafted this Equipment Finance Agreement (“Agreement”) as a “Plain English” Agreement for your convenience. In this Agreement, “I”, “my”, “me” and “Buyer” mean the Buyer identified above, and “you” and “your” mean Lender.
GENERAL SECURITY AGREEMENTGeneral Security Agreement • December 26th, 2023 • Oxus Acquisition Corp. • Food and kindred products
AGENCY CONTRACT MN2S Corp x Borealis FoodsBrand Ambassador Agreement • February 13th, 2024 • Borealis Foods Inc. • Food and kindred products • New York
This Brand Ambassador Agreement (the “Agreement”) is made and entered into this 1st day of April 2023 (“Effective Date”) by and between:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 10th, 2024 • Borealis Foods Inc. • Food and kindred products • Ontario
WHEREAS, on February 23, 2023, Borealis Foods Inc. (an amalgamation predecessor to the Company, “BFI”), Oxus Acquisition Corp. a Cayman Islands exempted company (including its successors, the “Purchaser”) and 1000397116 Ontario Inc. (“NewCo”), an Ontario corporation and a wholly-owned subsidiary of SPAC entered into a business combination agreement (as amended from time to time in accordance with the terms thereof, the “Business Combination Agreement”);
Services Agreement PERSONAL & CONFIDENTIAL October 8, 2019 Mr. Meherdad Talle Dear Matt: RE: Professional ServicesServices Agreement • February 13th, 2024 • Borealis Foods Inc. • Food and kindred products • Ontario
This letter agreement (the “Agreement”) is made this 8th day of October between you (herein referred to as “the Contractor” or “you”) and Borealis Foods Inc., an entity with a principal place of business at 1599 Hurontario St Suite 205, Mississauga, ON L5G 2R8 (hereinafter referred to as “Borealis”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • March 1st, 2023 • Oxus Acquisition Corp. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of the Closing Date (as defined in the Business Combination Agreement, as defined below) by and between (i) Oxus Acquisition Corp., a Cayman Islands exempted company (including any successor entity thereto or Affiliate thereof, the “Purchaser”), and (ii) ________________________________ (the “Subject Party”), a [director / officer / five percent (5%) or greater shareholder] of Borealis Foods Inc., an Ontario corporation (the “Company”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
EQUIPMENT FINANCE AGREEMENTEquipment Finance Agreement • December 26th, 2023 • Oxus Acquisition Corp. • Food and kindred products
m2 EQUIPMENT FINANCE LLC (“Lender”) has drafted this Equipment Finance Agreement (“Agreement”) as a “Plain English” Agreement for your convenience. In this Agreement, “I”, “my”, “me” and “Buyer” mean the Buyer Identified above, and “you” and “your” mean Lender.
AMENDMENT NO. 1 TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 17th, 2023 • Oxus Acquisition Corp. • Food and kindred products • Delaware
A by-law relating generally to the conduct of the business and affairs of BOREALIS FOODS INC., a corporation amalgamated under the Business Corporations Act (Ontario) (hereinafter called the “Corporation”) is made as follows:
Consulting AgreementConsulting Agreement • February 13th, 2024 • Borealis Foods Inc. • Food and kindred products • Ontario
This Consulting Agreement (“Agreement”) is entered into as of this 18th day of April, 2023 (“Effective Date”) by and between Borealis Foods Inc., an entity with a principal place of business at 1540 Cornwall Rd., Suite 104, Oakville, Ontario (“Borealis Foods”) and Vonnie Rochester, an individual residing at [*****] (the “Consultant”).
CONTRACT MANUFACTURING SERVICES AGREEMENTContract Manufacturing Services Agreement • February 13th, 2024 • Borealis Foods Inc. • Food and kindred products • Florida
THIS CONTRACT MANULACTURIN SERVICES AGREEMENT (this “Agreement”) is entered into as of this _______________ 2019 (the “Effective Date”) by and between Palmetto Gourmet Foods, Inc. a corporation with a principal place of business at 782 Columbia Hwy, Saluda, SC 29138 (“PGF”), and Rap Snacks, Inc., an entity with a with a principal place of business at [*****], or an entity owned by [*****] (the “Customer”).
FORM OF BOARD NOMINATION AGREEMENTBoard Nomination Agreement • January 5th, 2024 • Oxus Acquisition Corp. • Food and kindred products • Ontario
NOW THEREFORE, in consideration of the mutual covenants in this Agreement and the Business Combination Agreement and for other consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:
CONSULTING AGREEMENTConsulting Agreement • February 13th, 2024 • Borealis Foods Inc. • Food and kindred products • Illinois
This Consulting Agreement (this “Agreement”) is made and entered into as of the 1st day of June 2023 by and between Borealis Foods Inc., a Canadian corporation (the “Company”), and Food Systems for the Future Institute, an Illinois not-for-profit corporation (“Consultant”). Each of Consultant and the Company is referred to herein from time to time as a “Party” and Consultant and the Company are collectively referred to herein as the “Parties”.
FIRST AMENDING AGREEMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 13th, 2023 • Oxus Acquisition Corp. • Food and kindred products • Ontario
WHEREAS the Corporation and the Purchaser are party to a Note Purchase Agreement made and effective as of the 14th day of November 2022 (the “Purchase Agreement”) pursuant to which the Corporation has issued certain convertible promissory notes;
FORM OF SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • March 1st, 2023 • Oxus Acquisition Corp. • Blank checks • Delaware
WHEREAS, concurrently with the execution and delivery of this Agreement, SPAC, 1000397116 Ontario Inc. (“Newco”) and the Company have entered into a business combination agreement (the “Business Combination Agreement”) regarding a proposed plan of arrangement under section 182 of the Business Corporations Act (Ontario) (the “OBCA”), pursuant to which, among other things: (a) prior to the Arrangement, SPAC shall domesticate and continue as a corporation existing under the laws of the Province of Ontario and deregister as an exempted company incorporated under the laws of the Cayman Islands; (b) each Company Convertible Instrument shall convert into Company Shares pursuant to the terms of the applicable Conversion Agreement and the Plan of Arrangement; (c) all Company Options then outstanding shall be fully vested and exercised, in full, for Company Shares in accordance with their terms; (d) Newco and the Company shall amalgamate to form Amalco and pursuant to such amalgamation, (i) all
Product Purchase AgreementProduct Purchase Agreement • February 13th, 2024 • Borealis Foods Inc. • Food and kindred products
THIS AGREEMENT (this “Agreement”) for the purchase of Product (as described below) between Palmetto Gourmet Foods, a food corporation with its principal place of business at 782 Columbia Highway Saluda, SC, 29138 (“Seller”), and The Golub Corporation, a Delaware corporation with its principal place of business at 461 Nott Street, Schenectady, New York 12308 (“Buyer”).
Oxus Acquisition Corp. 7F, 77/2 Al-Farabi Avenue Almaty, Kazakhstan 050040Sponsorship Agreement • September 9th, 2021 • Oxus Acquisition Corp. • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Oxus Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Oxus Capital PTE. LTD (the “Sponsor”) shall make available, or cause to be made available, to the Company certain office space, utilities and administrative support as may be reasonably required by the Company from time to time, situated at 7F, 77/2 Al-Farabi Avenue, Almaty, Kazakhstan 050040 (or any successor location). In exchange therefor, the Company shall pay the Sponsor the sum of $10,000 per month on the Effective Date and continuing monthly thereafter
Oxus Acquisition Corp. 7F, 77/2 Al-Farabi Avenue Almaty, Kazakhstan 050040Sponsorship Agreement • July 27th, 2021 • Oxus Acquisition Corp. • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Oxus Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Oxus Capital PTE. LTD (the “Sponsor”) shall make available, or cause to be made available, to the Company certain office space, utilities and administrative support as may be reasonably required by the Company from time to time, situated at 7F, 77/2 Al-Farabi Avenue, Almaty, Kazakhstan 050040 (or any successor location). In exchange therefor, the Company shall pay the Sponsor the sum of $10,000 per month on the Effective Date and continuing monthly thereafter
