INDEMNITY AGREEMENTIndemnification Agreement • June 3rd, 2021 • Focus Impact Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Focus Impact Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
Underwriting AgreementUnderwriting Agreement • November 1st, 2021 • Focus Impact Acquisition Corp. • Blank checks • New York
Focus Impact Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of 20,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitali
Focus Impact Acquisition Corp. New York, NY 10177Securities Subscription Agreement • June 3rd, 2021 • Focus Impact Acquisition Corp. • Blank checks • Delaware
We are pleased to accept the offer Focus Impact Sponsor LLC (the “Subscriber” or “you”) has made to purchase 7,187,500 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 937,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Focus Impact Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 30th, 2024 • Focus Impact Acquisition Corp. • Investors, nec
REGISTRATION RIGHTS AGREEMENT (this "Registration Rights Agreement"), effective as of October 29, 2024, is entered into between Karbon-X Corp., a Nevada corporation (“Seller”), and Focus Impact Acquisition Corp., a Delaware corporation (the “Company” or “FIAC”), in connection with the Business Combination Agreement, dated September 12, 2023, as amended by the first amendment thereto, dated as of May 1, 2024, and as further amended by the second amendment thereto, dated as of August 10, 2024 (as the same maybe further amended, the “Business Combination Agreement,” and the transactions contemplated thereby, the “Business Combination”), by and among the Company, Focus Impact Amalco Sub Ltd. (“Amalco Sub”), a company existing under the laws of the Province of British Columbia, and DevvStream Holdings Inc. (“DevvStream”), a company existing under the Laws of the Province of British Columbia, pursuant to which, among other things, the Company is expected to continue from the State of Delawar
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 3rd, 2021 • Focus Impact Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and among Focus Impact Acquisition Corp., a Delaware corporation (the “Company”), and Focus Impact Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • November 1st, 2021 • Focus Impact Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of November 1, 2021, is made and entered into by and among Focus Impact Acquisition Corp., a Delaware corporation (the “Company”), Focus Impact Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Focus Impact Acquisition Corp. New York, NY, 10177Underwriting Agreement • November 1st, 2021 • Focus Impact Acquisition Corp. • 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 among Focus Impact Acquisition Corp., a Delaware corporation (the “Company”) and Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 25,000,000 of the Company’s units (including 3,750,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each consisting of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant (each whole warrant, a “Warrant”). Each 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 will be sold in the Public Offering pursuant to a registration
WARRANT AGREEMENT between FOCUS IMPACT ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • November 1st, 2021 • Focus Impact Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated November 1, 2021, is by and between Focus Impact Acquisition Corp., Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2024 • DevvStream Corp. • Investors, nec • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of November 6, 2024 (this “Agreement”), is made and entered into by and among DevvStream Corp. (formerly known as Focus Impact Acquisition Corp.), a company existing under the laws of the Province of Alberta (the “Company”), Focus Impact Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Legacy Devvstream Holders on the signature page hereto (each a “Legacy Devvstream Holder” and, collectively, the “Legacy Devvstream Holders” and, together with Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6(e) of this Agreement, each a “Holder” and collectively the “Holders”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 13th, 2024 • DevvStream Corp. • Investors, nec • Delaware
NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Company and the Executive, the parties hereby covenant and agree as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 1st, 2021 • Focus Impact Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 1, 2021 by and between Focus Impact Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
ContractSponsor Agreement • November 1st, 2021 • Focus Impact Acquisition Corp. • Blank checks • New York
PURCHASE AGREEMENTPurchase Agreement • October 30th, 2024 • Focus Impact Acquisition Corp. • Investors, nec • New York
THIS PURCHASE AGREEMENT (this “Agreement”), dated as of October 29, 2024, is made by and between HELENA GLOBAL INVESTMENT OPPORTUNITIES I LTD. (the “Investor”), FOCUS IMPACT ACQUISITION CORP., a Delaware corporation (the “Company”), and Focus Impact Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 1st, 2021 • Focus Impact Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of October 27, 2021, is entered into by and among Focus Impact Acquisition Corp., a Delaware corporation (the “Company”), and Focus Impact Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • September 13th, 2023 • Focus Impact Acquisition Corp. • Blank checks • Delaware
WHEREAS, the SPAC is a blank check company incorporated in Delaware and formed for the sole purpose of consummating an initial business combination, as such term is used in the final prospectus of the SPAC, dated as of October 27, 2021 (the “IPO Prospectus,” and such initial business combination, the “Business Combination”);
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • October 30th, 2024 • Focus Impact Acquisition Corp. • Investors, nec • Delaware
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of October 29, 2024, by and among Focus Impact Acquisition Corp., a Delaware corporation (the “FIAC”), DevvStream Holdings Inc., a company existing under the laws of the Province of British Columbia (“DevvStream”), Crestmont Investments LLC, a Delaware limited liability company (the “Owner”). Each of the parties hereto are referred to as a “Party” and collectively, the “Parties”.
AMENDMENT NO. 2 TO SPONSOR SIDE LETTERSponsor Side Letter • October 30th, 2024 • Focus Impact Acquisition Corp. • Investors, nec
This Amendment No. 2 (this “Amendment”), dated as of October 29, 2024 (the “Effective Date”) to the Sponsor Side Letter (as defined below) is entered into by and among (i) Focus Impact Acquisition Corp., a Delaware corporation (the “Company”), and (ii) Focus Impact Sponsor, LLC, a Delaware limited liability company (“Sponsor”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Sponsor Side Letter.
SPONSOR SIDE LETTERSponsor Side Letter • September 13th, 2023 • Focus Impact Acquisition Corp. • Blank checks • New York
This letter agreement (this “Side Letter”) is dated as of September 12, 2023, by and among Focus Impact Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and Focus Impact Acquisition Corp., a Delaware corporation (“SPAC”). Capitalized terms used but not defined in this Side Letter shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below), except as otherwise provided in this Side Letter.
Surrender of Shares and Amendment No. 1 to the Securities Subscription AgreementSecurities Subscription Agreement • October 12th, 2021 • Focus Impact Acquisition Corp. • Blank checks • Delaware
This Surrender of Shares and Amendment No. 1 to the Securities Subscription Agreement, dated October 6, 2021 (this “Agreement”), is made by and between Focus Impact Acquisition Corp., a Delaware corporation (the “Company”), and Focus Impact Sponsor LLC, a Delaware limited liability company (the “Subscriber”).
COMPANY SUPPORT & LOCK-UP AGREEMENTCompany Support & Lock-Up Agreement • September 13th, 2023 • Focus Impact Acquisition Corp. • Blank checks • British Columbia
THIS COMPANY SUPPORT & LOCK-UP AGREEMENT (this “Agreement”), dated as of September 12, 2023, is made by and among DevvStream Holdings Inc., a company existing under the Laws of the Province of British Columbia (the “Company”), Focus Impact Acquisition Corp., a Delaware corporation (the “SPAC”), and the individual or entity whose name appears in the signature block to this Agreement.
STRATEGIC PARTNERSHIP AGREEMENTStrategic Partnership Agreement • December 4th, 2023 • Focus Impact Acquisition Corp. • Blank checks • Delaware
DEVVIO, INC., a corporation incorporated under the laws of Delaware with an address at 6300 Riverside Plaza Ln NW, Suite 100, Albuquerque, NM, USA, 87120 (“Devvio”)
SECURITY AGREEMENTSecurity Agreement • December 19th, 2024 • DevvStream Corp. • Investors, nec • New York
Schedule 1 Chief Executive Office, Type of Organization, Jurisdiction of Organization or Incorporation, Trade Names and UCC Information
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 11th, 2024 • Focus Impact Acquisition Corp. • Investors, nec • Alberta
WHEREAS Section 124(1) of the Business Corporations Act (Alberta) (the “Act”), under which the Corporation is incorporated, provides that a corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or a person who acts or acted at the corporation’s request as a director or officer of another entity, against all Costs, Charges and Expenses (as defined below), including an amount paid to settle an action or satisfy a judgement, reasonably incurred by them in respect of any civil, criminal, administrative, investigative or other proceeding to which they are involved by reason of being or having been a director or officer of that corporation or other entity, if (a) they acted honestly and in good faith with a view to the best interests of the corporation, or as the case may be, to the best interests of the other entity for which they acted as a director or officer at the corporation’s request; and (b) in the case of a criminal or ad
SUBSCRIPTION AGREEMENTSubscription Agreement • October 30th, 2024 • Focus Impact Acquisition Corp. • Investors, nec
This Subscription Agreement (this “Agreement”) is being entered into as of the date set forth on the signature page hereto, by and among Focus Impact Acquisition Corp., a Delaware corporation (the “Company” or “FIAC”), Focus Impact Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned investor (the “Investor”), in connection with the Business Combination Agreement, dated September 12, 2023, as amended by the first amendment thereto, dated as of May 1, 2024, and as further amended by the second amendment thereto, dated as of August 10, 2024 (as the same maybe further amended, the “Business Combination Agreement,” and the transactions contemplated thereby, the “Business Combination”), by and among the Company, Focus Impact Amalco Sub Ltd. (“Amalco Sub”), a company existing under the laws of the Province of British Columbia, and DevvStream Holdings Inc. (“DevvStream”), a company existing under the Laws of the Province of British Columbia, pursuant to whic
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 2nd, 2024 • Focus Impact Acquisition Corp. • Investors, nec
THIS AMENDMENT NO.1 TO THE BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made and entered into as of May 1, 2024 by and among Focus Impact Acquisition Corp., a Delaware corporation (the “SPAC”), Focus Impact Amalco Sub Ltd., a company existing under the Laws of the Province of British Columbia (“Amalco Sub”), and DevvStream Holdings Inc., a company existing under the Laws of the Province of British Columbia (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).
AMENDMENT NO. 1 TO SPONSOR SIDE LETTERSponsor Side Letter • May 2nd, 2024 • Focus Impact Acquisition Corp. • Investors, nec
This Amendment No. 1 to the Sponsor Side Letter (this “Amendment”) is made and entered into as of May 1, 2024 by and between Focus Impact Acquisition Corp., a Delaware corporation (the “SPAC”) and Focus Impact Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).
Amendment #2 to Strategic Partnership AgreementStrategic Partnership Agreement • December 4th, 2023 • Focus Impact Acquisition Corp. • Blank checks
This Amendment #2 to Strategic Partnership Agreement (the “Amendment”) is made between Devvio, Inc. a corporation incorporated under the laws of Delaware with an address at 6300
WAIVER OF CLOSING CONDITIONSWaiver of Closing Conditions • October 30th, 2024 • Focus Impact Acquisition Corp. • Investors, nec
Reference is hereby made to that certain Business Combination Agreement, dated as of September 12, 2023, as amended by Amendment No. 1 to Business Combination Agreement, dated as of May 1, 2024, and Amendment No. 2 to Business Combination Agreement, dated as of August 10, 2024 (collectively, the “Agreement”), by and between Focus Impact Acquisition Corp., a Delaware corporation (“SPAC”), Focus Impact Amalco Sub Ltd., a company existing under the Laws of the Province of British Columbia (“Amalco Sub”), and DevvStream Holdings Inc., a company existing under the Laws of the Province of British Columbia (the “Company”). Capitalized terms used in this Waiver of Closing Conditions (this “Waiver”) that are not otherwise defined herein shall have the respective meanings set forth in the Agreement.
AMENDING AGREEMENTAmending Agreement • December 4th, 2023 • Focus Impact Acquisition Corp. • Blank checks
DEVVIO, INC., a corporation incorporated under the laws of Delaware with an address at 6300 Riverside Plaza Ln NW, Suite 100, Albuquerque, NM, USA, 87120 (“Devvio”)
STRATEGIC CONSULTING AGREEMENTStrategic Consulting Agreement • November 13th, 2024 • DevvStream Corp. • Investors, nec • New York
This Strategic Consulting Agreement (this “Agreement”) is made as of November 13, 2024 (the “Effective Date”), by and between Focus Impact Partners, LLC, a Delaware limited liability company (the “Consultant”), and DevvStream Corp., a Vancouver, BC company (together with its direct and indirect subsidiaries, the “Company”).
NOTICEWarrant Agreement • December 6th, 2024 • DevvStream Corp. • Investors, nec
Reference is hereby made to that certain Warrant Agreement (the “Warrant Agreement”), dated November 1, 2021, by and between DevvStream Corp. (the “Company”), the successor of Focus Impact Acquisition Corp. following the consummation of its business combination with DevvStream Holdings Inc. on November 6, 2024, and Continental Stock Transfer & Trust Company, as warrant agent (“CST”). Any capitalized term used but not defined herein shall have the meaning ascribed such term in the Warrant Agreement.
AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 12th, 2024 • Focus Impact Acquisition Corp. • Investors, nec
THIS AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT (this “Amendment No. 2”) is made and entered into as of August 10, 2024 by and among Focus Impact Acquisition Corp., a Delaware corporation (the “SPAC”), Focus Impact Amalco Sub Ltd., a company existing under the Laws of the Province of British Columbia (“Amalco Sub”), and DevvStream Holdings Inc., a company existing under the Laws of the Province of British Columbia (the “Company” and, together with the SPAC and Amalco Sub, collectively, the “Parties” and each, individually, a “Party”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 30th, 2024 • Focus Impact Acquisition Corp. • Investors, nec
This Subscription Agreement (this “Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Focus Impact Acquisition Corp., a Delaware corporation (the “Company” or “FIAC”), and the undersigned investor (the “Investor”), in connection with the Business Combination Agreement, dated September 12, 2023, as amended by the first amendment thereto, dated as of May 1, 2024, and as further amended by the second amendment thereto, dated as of August 10, 2024 (as the same maybe further amended, the “Business Combination Agreement,” and the transactions contemplated thereby, the “Business Combination”), by and among the Company, Focus Impact Amalco Sub Ltd. (“Amalco Sub”), a company existing under the laws of the Province of British Columbia, and DevvStream Holdings Inc. (“DevvStream”), a company existing under the Laws of the Province of British Columbia, pursuant to which, among other things, the Company is expected to continue from the State of De
Amendment #3 to Strategic Partnership AgreementStrategic Partnership Agreement • July 11th, 2024 • Focus Impact Acquisition Corp. • Investors, nec
This Amendment #3 to Strategic Partnership Agreement (the “Amendment”) is made between Devvio, Inc. a corporation incorporated under the laws of Delaware with an address at 6300 Riverside Plaza Ln NW, Suite 100, Albuquerque, NM, USA, 87120 (“Devvio”); and DevvStream, Inc. (f/k/a DevvESG Streaming, Inc.), a corporation incorporated under the laws of Delaware with an address at 1050 - 400 Burrard Street, Vancouver, BC, Canada V6C 3A6 (“DESI”); and is effective as of the 8th of July, 2024 (the “Effective Date”).
