REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 20th, 2021 • BioPlus Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021 is made and entered into by and among BioPlus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and BioPlus Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and any other parties listed on the signature pages hereto (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, the “Holders” and, each, a “Holder”).
UNDERWRITING AGREEMENT between BIOPLUS ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: [ ], 2021Underwriting Agreement • November 29th, 2021 • BioPlus Acquisition Corp. • Blank checks • New York
The undersigned, BioPlus Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or 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,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald) as follows:
BioPlus Acquisition Corp. Suite 400 Burlingame, CA 94010BioPlus Acquisition Corp. • June 22nd, 2021 • Blank checks • New York
BioPlus Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer BioPlus Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 6,325,000 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Shares”), up to 825,000 of which are subject to surrender and cancellation by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Pursuant to the Company’s memorandum and articles of association (the “Articles”), Class B Shares will convert into Class A shares on a one-for-one basis, subject to adjustment, upon the terms and conditions se
WARRANT AGREEMENTWarrant Agreement • November 29th, 2021 • BioPlus Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between BioPlus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • November 29th, 2021 • BioPlus Acquisition Corp. • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2021 among the Company, Indemnitee and the other parties thereto pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • June 30th, 2023 • BioPlus Acquisition Corp. • Electromedical & electrotherapeutic apparatus
THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and between ANGEL MEDICAL SYSTEMS, INC., a Delaware corporation (the “Company”), and PHILIP L. TOM (the “Executive”) is entered into by the Company and the Executive and made effective as of April 5, 2023 (the “Effective Date”).
BioPlus Acquisition Corp. New York, NY 10016Letter Agreement • November 29th, 2021 • BioPlus 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 among BioPlus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 20,700,000 of the Company’s units (including up to 2,700,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (File No. 333-258028) and
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 29th, 2021 • BioPlus Acquisition Corp. • Blank checks
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • November 29th, 2021 • BioPlus Acquisition Corp. • Blank checks • New York
This UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of the [__] day of [___] 2021, by and between BioPlus Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 260 Madison Avenue, Suite 800, New York, NY 10016, and BioPlus Sponsor LLC, a Cayman Islands limited liability company, having its principal place of business at 533 Airport Blvd, Suite 400, Burlingame, CA 94010 (the “Subscriber”).
FORM OF UNDERWRITER UNIT PURCHASE AGREEMENTForm of Underwriter Unit Purchase Agreement • November 29th, 2021 • BioPlus Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the ____ day of 2021, by and between BioPlus Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 260 Madison Avenue, Suite 800, New York, NY 10016, and [________] (“Subscriber”), having its principal place of business at 499 Park Avenue, New York, New York 10022.
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 3rd, 2023 • BioPlus Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2023 is made and entered into by and among [•], a Delaware corporation (the “Company”) (f/k/a BioPlus Acquisition Corp., a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), BioPlus Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor” and, together with the Sponsor, the “Original Holders”), certain former stockholders of Avertix Medical, Inc., a Delaware corporation (“Avertix Medical”) identified on the signature pages hereto (such stockholders, the “Avertix Medical Holders”) and each of the undersigned individuals and entities (together with the Sponsor, Cantor, 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”).
TECHNOLOGY ASSIGNMENT AGREEMENTTechnology Assignment Agreement • June 30th, 2023 • BioPlus Acquisition Corp. • Electromedical & electrotherapeutic apparatus • Delaware
This TECHNOLOGY ASSIGNMENT AGREEMENT (“Agreement”), effective as of June 10, 2002 (“Effective Date”) is made by and between Angel Medical Systems, Inc., a Delaware corporation, (“Assignee”), having a principal place of business at 71 Riverlawn Drive, Fair Haven, New Jersey 07704, Cathco, Inc. a Maryland Corporation having a principal place of business at 14600 Viburnum Drive, Dayton, MD 21036 (“Cathco”) and Robert Fischell, David Fischell, Scott Fischell and Tim Fischell (the “Fischells”), (together with Cathco, the “Assignors”).
ANGEL MEDICAL SYSTEMS, INC. AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • August 1st, 2023 • BioPlus Acquisition Corp. • Electromedical & electrotherapeutic apparatus • Delaware
This AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”), is made and entered into as of this 15th day of February, 2023, by and among ANGEL MEDICAL SYSTEMS, INC., a Delaware corporation (the “Company”), each holder of the Company’s Series A Preferred Stock (the “Series A Preferred Stock”) and each holder of the Company’s Series B Preferred Stock (the “Series B Preferred Stock”, together with the Series A Preferred Stock, the “Preferred Stock”), listed on SCHEDULE A attached hereto (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Section 7.1(a) or 7.2 below, the “Investors”), and those certain holders of shares of the Company’s common stock (the “Common Stock”), listed on SCHEDULE B attached hereto (together with any subsequent stockholders, or transferees, who become parties hereto as “Key Holders” pursuant to Section 7.1(b) or 7.2 below, the “Key Holders”; and collectively with the Investors, the “Stockholders”).
BioPlus Acquisition Corp.BioPlus Acquisition Corp. • November 29th, 2021 • Blank checks
This letter agreement by and between BioPlus Acquisition Corp. (the “Company”) and First In Line Enterprises, Inc. (“First In Line”), 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 Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
PRODUCT DISTRIBUTION AGREEMENT EXCLUSIVE FOR DESIGNATED TERRITORIESProduct Distribution Agreement • June 30th, 2023 • BioPlus Acquisition Corp. • Electromedical & electrotherapeutic apparatus • Delaware
THIS PRODUCT DISTRIBUTION AGREEMENT (“Agreement”) is entered into dated as of January 23, 2022 (“Effective Date”) by and between: Angel Medical Systems, Inc. with an address at 40 Christopher Way, Suite 201, Eatontown, NJ 07724 (“Supplier”) and CH Trading Group LLC, with an address at 7015 Beracasa Way, Suite 105, Boca Raton, Florida 33433, USA (“Territories Distributor”). Supplier and Territories Distributor may be referred to individually as a “Party” and together as the “Parties”.
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among BIOPLUS ACQUISITION CORP., GUARDIAN MERGER SUBSIDIARY CORP. AVERTIX MEDICAL, INC. and, solely with respect to Section 3.03(b) and Section 7.21, BIOPLUS SPONSOR LLC Dated as of May...Letter Agreement • May 3rd, 2023 • BioPlus Acquisition Corp. • Blank checks • Delaware
ANGEL MEDICAL SYSTEMS, INC. AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • June 30th, 2023 • BioPlus Acquisition Corp. • Electromedical & electrotherapeutic apparatus • New Jersey
THIS AMENDED AND RESTATED CONSULTING AGREEMENT (this “Agreement”) is entered into and made effective as of July 20, 2020 (the “Effective Date”) by and between ANGEL MEDICAL SYSTEMS, INC., a Delaware corporation (the “Company”), a Delaware corporation and DAVID R. FISCHELL (“Consultant”).
CONSULTING AGREEMENTConsulting Agreement • June 30th, 2023 • BioPlus Acquisition Corp. • Electromedical & electrotherapeutic apparatus • New Jersey
This CONSULTING AGREEMENT (this “Agreement”) is made and entered into this 1st day of March, 2023 (the “Effective Date”) by and between ANGEL MEDICAL SYSTEMS, INC., a Delaware corporation, having a principal place of business at 40 Christopher Way, Suite 201, Eatontown, New Jersey 07724 (the “Company”), and ELIZDREW LLC, whose address is __________ (“Consultant”).
Re: Amendment to Letter Agreement (the “Letter Agreement”), dated December 2, 2021, by and among BioPlus Acquisition Corp., BioPlus Sponsor LLC and BioPlus Acquisition Corp.’s officers and directorsLetter Agreement • May 3rd, 2023 • BioPlus Acquisition Corp. • Blank checks
This amendment to the Letter Agreement (this “Amendment”) is being delivered, pursuant to Section 12 of the Letter Agreement, in connection with that certain Business Combination Agreement and Plan of Reorganization, dated as of May 2, 2023, by and among BioPlus Acquisition Corp., a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing) (“Acquiror”), Guardian Merger Subsidiary Corp., a Delaware corporation and a direct wholly owned Subsidiary of Acquiror (“Merger Sub”), Avertix Medical, Inc., a Delaware corporation (the “Company”), and, solely with respect to certain provisions thereto, BioPlus Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) (as it may be amended, restated or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Letter Agr
FORM OF STOCKHOLDER SUPPORT AGREEMENTForm of Stockholder Support Agreement • May 3rd, 2023 • BioPlus Acquisition Corp. • Blank checks • Delaware
THIS STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is dated as of [•], 2023, by and among BIOPLUS ACQUISITION CORP., a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing) (“Acquiror”), [COMPANY STOCKHOLDER] (the “Company Stockholder”), and Avertix Medical, Inc. (f/k/a Angel Medical Systems, Inc.), a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
AMENDED AND RESTATED DISTRIBUTION AND SUPPLY AGREEMENTDistribution and Supply Agreement • June 30th, 2023 • BioPlus Acquisition Corp. • Electromedical & electrotherapeutic apparatus • Delaware
AMENDMENT TO THE LEASEThe Lease • June 30th, 2023 • BioPlus Acquisition Corp. • Electromedical & electrotherapeutic apparatus
THIS AMENDMENT TO LEASE (the “Amendment”) is made this 3 day of May, 2019 (the “Effective Date”), by and between Victory Global, LLC (“Landlord”), whose address is 40 Christopher Way, Eatontown, New Jersey, and Angel Medical Systems, Inc. (Tenant), whose address is 40 Christopher Way, Suite 201, Eatontown, New Jersey.
AMENDMENT #2 TO THE LEASE — LEASE EXTENSIONThe Lease Agreement • June 30th, 2023 • BioPlus Acquisition Corp. • Electromedical & electrotherapeutic apparatus
THIS AMENDMENT TO THE LEASE AGREEMENT (the “Amendment”) is made this 16 day of February 2023, by and between Victory Global LLC (Landlord) whose address is 40 Christopher Way, Eatontown, New Jersey and Angel Medical Systems, Inc. (Tenant), whose address is 40 Christopher Way, Suite #201, Eatontown, New Jersey.
LEASELease • June 30th, 2023 • BioPlus Acquisition Corp. • Electromedical & electrotherapeutic apparatus • New Jersey
THIS LEASE (“Lease”) is entered into by Landlord and Tenant as described in the following basic lease information on the date that is set forth for reference only in the following basic lease information. Landlord and Tenant agree:
tERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • October 4th, 2023 • BioPlus Acquisition Corp. • Electromedical & electrotherapeutic apparatus
THIS TERMINATION AND RELEASE AGREEMENT (this “Termination Agreement”) is entered into and made effective as of October __, 2023 (the “Termination Date”), by and among: BioPlus Acquisition Corp., a Cayman Islands exempted company (“Acquiror”); Guardian Merger Subsidiary Corp., a Delaware corporation and a direct wholly owned Subsidiary of Acquiror (“Merger Sub”); Avertix Medical, Inc. (f/k/a Angel Medical Systems, Inc.), a Delaware corporation (the “Company”); and BioPlus Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”). Acquiror, Merger Sub, the Company and the Sponsor are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties”. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the BCA (as defined below)
EMPLOYMENT AGREEMENTEmployment Agreement • June 30th, 2023 • BioPlus Acquisition Corp. • Electromedical & electrotherapeutic apparatus • New Jersey
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of February 16, 2023 (the “Effective Date”) by and between ANGEL MEDICAL SYSTEMS, INC., a Delaware corporation (the “Company”) and DAVID KEENAN (the “Executive”).
SPONSOR AGREEMENTSponsor Agreement • May 3rd, 2023 • BioPlus Acquisition Corp. • Blank checks • Delaware
THIS SPONSOR AGREEMENT (this “Sponsor Agreement”) is dated as of May 2, 2023, by and among BIOPLUS SPONSOR LLC, a Delaware limited liability company (“Sponsor”), BIOPLUS ACQUISITION CORP., a Cayman Islands exempted company (together with its successors, including after the Domestication) (“Acquiror”), and AVERTIX MEDICAL, INC., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
