REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 16th, 2022 • Relativity Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 10, 2022, is made and entered into by and among Relativity Acquisition Corp., a Delaware corporation (the “Company”), Relativity Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), A.G.P./Alliance Global Partners (the “Representative”, and together with the Sponsor and any 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, being referred to herein as a “Holder” and collectively as the “Holders”).
WARRANT AGREEMENTWarrant Agreement • February 16th, 2022 • Relativity Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 10, 2022, is by and between Relativity 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 • February 16th, 2022 • Relativity Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 10, 2022, by and between Relativity Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
12,500,000 Units RELATIVITY ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 16th, 2022 • Relativity Acquisition Corp • Blank checks • New York
Relativity Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with A.G.P./Alliance Global Partners (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”):
RELATIVITY ACQUISITION CORPORATION Las Vegas, NV 89130Securities Subscription Agreement • January 13th, 2022 • Relativity Acquisition Corp • Blank checks • New York
This agreement (the “Agreement”) is entered into on May 28, 2021 by and between Relativity Acquisitikon Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Relativity Acquisition Corporation, 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 3,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 562,500 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:
February 10, 2022 Relativity Acquisition Corp. c/o 3753 Howard Hughes Pkwy, Suite 200 Las Vegas, NV 89169Underwriting Agreement • February 16th, 2022 • Relativity Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Relativity Acquisition Corp., a Delaware corporation (the “Company”), and A.G.P./Alliance Global Partners, 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 12,500,000 of the Company’s units (including up to 14,375,000 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 whole warrant (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 will be sold in the Public Offering pursuant to a registration sta
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 28th, 2022 • Relativity Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2022, by and between Relativity Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
New York, NY 10022 February 10, 2022Advisory Agreement • February 16th, 2022 • Relativity Acquisition Corp • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Relativity Acquisition Corp., a Delaware corporation (“Company”), has requested A.G.P./Alliance Global Partners (the “Advisor”) to serve as the Company’s advisor in connection with the Company’s initial merger, capital stock exchange, asset acquisition, stock purchase, 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. 333-262156), as amended, filed with the Securities and Exchange Commission (“Registration Statement”) in connection with the Company’s initial public offering (“IPO”).
INDEMNITY AGREEMENTIndemnification Agreement • January 28th, 2022 • Relativity Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Relativity Acquisition Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • February 16th, 2022 • Relativity Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of February 10, 2022, by and between Relativity Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at c/o 3753 Howard Hughes Pkwy, Suite 200, Las Vegas, NV 89169, and Relativity Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at c/o 3753 Howard Hughes Pkwy, Suite 200, Las Vegas, NV 89169.
Relativity Acquisition Corp. c/o 3753 Howard Hughes Pkwy Suite 200 Las Vegas, NV 89169Administrative Support Agreement • February 16th, 2022 • Relativity Acquisition Corp • Blank checks • New York
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • February 17th, 2023 • Relativity Acquisition Corp • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of February 13, 2023, by and among (i) Relativity Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) Relativity Holdings Inc., a Delaware corporation and a wholly owned subsidiary of the Purchaser (“Pubco”), (iii) Relativity Purchaser Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (the “Merger Sub” and the Merger Sub, collectively with the Purchaser and Pubco, the “Purchaser Parties”), (iv) SVES GO, LLC, a Florida limited liability company, SVES LLC, a Florida limited liability company, SVES CP LLC, a Florida limited liability company and SVES APPAREL LLC, a Florida limited liability company (each, an “Operating Company” and collectively, the “Operating Companies”), (v) SVGO LLC, ESGO LLC, SV Apparel LLC and ES Business Consulting LLC (each, a “Seller” and collectively, the “Sellers”, (vi) Timothy J. Fullum and Salomon Murciano
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • April 25th, 2023 • Relativity Acquisition Corp • Blank checks
This Second Amendment to Business Combination Agreement (this “Second Amendment”) is made and entered into as of April 19, 2023, by and among (i) Relativity Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) Relativity Acquisition Sponsor, LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative under the Amended Agreement (as hereinafter defined) (the “Purchaser Representative”), and (iii) Timothy J. Fullum in the capacity as the Seller Representative under the Amended Agreement (the “Seller Representative”). The Purchaser, the Purchaser Representative, and the Seller Representative are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Amended Agreement.
FOURTH AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • February 20th, 2024 • Relativity Acquisition Corp • Blank checks
This Fourth Amendment to Business Combination Agreement (this “Fourth Amendment”) is made and entered into as of February 14, 2024, by and among (i) Relativity Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) Relativity Acquisition Sponsor, LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative under the Amended Agreement (as hereinafter defined) (the “Purchaser Representative”), and (iii) Timothy J. Fullum in the capacity as the Seller Representative under the Amended Agreement (the “Seller Representative”). The Purchaser, the Purchaser Representative, and the Seller Representative are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Amended Agreement.
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • March 23rd, 2023 • Relativity Acquisition Corp • Blank checks
This First Amendment to Business Combination Agreement (this “First Amendment”) is made and entered into as of March 20, 2023, by and among (i) Relativity Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) Relativity Acquisition Sponsor, LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined in the Original Agreement) for the stockholders of Pubco (other than the Sellers) in accordance with the terms and conditions of the Original Agreement (the “Purchaser Representative”), and (iii) Timothy J. Fullum in the capacity as the representative from and after the date of the Original Agreement for the Sellers in accordance with the terms and conditions of the Original Agreement (the “Seller Representative”). The Purchaser, the Purchaser Representative, and the Seller Representative are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 14th, 2023 • Relativity Acquisition Corp • Blank checks
This Third Amendment to Business Combination Agreement (this “Third Amendment”) is made and entered into as of August 11, 2023, by and among (i) Relativity Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) Relativity Acquisition Sponsor, LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative under the Amended Agreement (as hereinafter defined) (the “Purchaser Representative”), and (iii) Timothy J. Fullum in the capacity as the Seller Representative under the Amended Agreement (the “Seller Representative”). The Purchaser, the Purchaser Representative, and the Seller Representative are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Amended Agreement.
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 20th, 2024 • Relativity Acquisition Corp • Blank checks
THIS FIRST AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made and entered into as of February 13, 2024, by and between Relativity Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Trust Agreement (as defined below).
