REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 30th, 2021 • DA32 Life Science Tech Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 27, 2021, is made and entered into by and among DA32 Life Science Tech Acquisition Corp., a Delaware corporation (the “Company”), DA32 Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, 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, a “Holder” and collectively, the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 30th, 2021 • DA32 Life Science Tech Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 27, 2021 by and between DA32 Life Science Tech Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
DA32 Life Science Tech Acquisition Corp.Securities Subscription Agreement • July 2nd, 2021 • DA32 Life Science Tech Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on May 13, 2021 by and between DA32 Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and DA32 Life Science Tech Acquisition Corp., 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 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of shares of Class A common stock (“Shares”) 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:
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • July 2nd, 2021 • DA32 Life Science Tech Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between DA32 Life Science Tech Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
DA32 LIFE SCIENCE TECH ACQUISITION CORP. 20,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 30th, 2021 • DA32 Life Science Tech Acquisition Corp. • Blank checks • New York
DA32 Life Science Tech Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 20,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 3,000,000 shares of the Company’s Class A common stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” To the extent that there are no additional Underwriters listed on Schedule 1 hereto other than you, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or plural as the context requires.
DA32 Life Science Tech Acquisition Corp. New York, NY 10010 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • July 30th, 2021 • DA32 Life Science Tech 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 DA32 Life Science Tech Acquisition Corp., a Delaware corporation (the “Company”), and J.P. Morgan Securities LLC and Cowen and Company, LLC, as representatives of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share (including up to 3,000,000 shares that may be purchased to cover over-allotments, if any) (the “Class A Common Stock”). The Class A Common Stock will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Class A Common Sto
STRATEGIC SERVICES AGREEMENTStrategic Services Agreement • July 30th, 2021 • DA32 Life Science Tech Acquisition Corp. • Blank checks • Delaware
This Agreement is made on this 27th day of July, 2021 by and between DA32 Life Science Tech Acquisition Corp., a Delaware corporation (the “Company”), and Christopher Wolfe (the “Strategic Consultant”). The Company and Strategic Consultant are sometimes hereinafter referred to singly as the “Party” and, collectively, as the “Parties.”
PRIVATE PLACEMENT CLASS A COMMON STOCK PURCHASE AGREEMENTPrivate Placement Class a Common Stock Purchase Agreement • July 30th, 2021 • DA32 Life Science Tech Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT CLASS A COMMON STOCK PURCHASE AGREEMENT, dated as of July 27, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between DA32 Life Science Tech Acquisition Corp., a Delaware corporation (the “Company”), and DA32 Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
CONSULTING AGREEMENTConsulting Agreement • March 29th, 2023 • DA32 Life Science Tech Acquisition Corp. • Blank checks • Delaware
This Consulting Agreement (this “Agreement”), dated as of January 13, 2023 (the “Effective Date”), is entered into by and between DA32 Life Science Tech Acquisition Corp., a Delaware corporation (the “Company”), and Amanda Murphy (“Consultant”) (collectively referred to as the “Parties” or individually referred to as a “Party”)
DA32 LIFE SCIENCE TECH ACQUISITION CORP. New York, NY 10010Administrative Services Agreement • July 2nd, 2021 • DA32 Life Science Tech Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between DA32 Life Science Tech Acquisition Corp. (the “Company”) and DA32 Sponsor LLC (the “Sponsor”), 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”):
DA32 LIFE SCIENCE TECH ACQUISITION CORP. New York, NY 10010Administrative Services Agreement • March 31st, 2022 • DA32 Life Science Tech Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between DA32 Life Science Tech Acquisition Corp. (the “Company”) and Deerfield Partners, L.P., an affiliate of DA32 Sponsor LLC (“Deerfield”), dated as of the date hereof, hereby amends and restates, in its entirety, the original Administrative Services Agreement (the “Original Agreement”), dated as of July 27, 2021, entered into by and between the Company and DA32 Sponsor LLC (the “Sponsor”). The Original Agreement provided that the Sponsor would make available office space and secretarial and administrative services as may be reasonably required by the Company in exchange for $10,000 per month until the Termination Date. However, it was always intended by the Company, Deerfield and the Sponsor that Deerfield, and not the Sponsor, would provide such services and be entitled to such payment, as the Sponsor does not engage in any activity other than owning equity interests in the Company, and thus neither owns any property nor employees or
DA32 LIFE SCIENCE TECH ACQUISITION CORP. New York, NY 10010Administrative Services Agreement • July 30th, 2021 • DA32 Life Science Tech Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between DA32 Life Science Tech Acquisition Corp. (the “Company”) and DA32 Sponsor LLC (the “Sponsor”), 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”):
