REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 26th, 2024 • MultiSensor AI Holdings, Inc. • Optical instruments & lenses
This Registration Rights Agreement (this “Agreement”) is dated as of June [ ], 2024, between MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
WARRANT AGREEMENTWarrant Agreement • October 21st, 2021 • Sportsmap Tech Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of October 18, 2021 between SportsMap Tech Acquisition Corp., a Delaware corporation, with offices at 5353 West Alabama, Suite 415, Houston, Texas 77056 (“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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 30th, 2021 • Sportsmap Tech Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between SportsMap Tech Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
10,000,000 Units SPORTSMAP TECH ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 21st, 2021 • Sportsmap Tech Acquisition Corp. • Blank checks • New York
SportsMap Tech Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Roth Capital Partners, LLC (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”), and for which Maxim Group LLC is acting as qualified independent underwriter (the “QIU”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 26th, 2024 • MultiSensor AI Holdings, Inc. • Optical instruments & lenses • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June [__], 2024 (the “Subscription Date”), between MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
INDEMNITY AGREEMENTIndemnity Agreement • September 30th, 2021 • Sportsmap Tech Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ________, 2021, by and between SportsMap Tech Acquisition Corp., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2021 • Sportsmap Tech Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among SportsMap Tech Acquisition Corp., a Delaware corporation (the “Company”), SportsMap, 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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 21st, 2021 • Sportsmap Tech Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 18, 2021 by and between SportsMap Tech Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 21st, 2021 • Sportsmap Tech Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 18, 2021, is made and entered into by and among SportsMap Tech Acquisition Corp., a Delaware corporation (the “Company”), SportsMap, 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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to supplementally furnish to the SEC upon request any omitted schedule or exhibit. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 1st, 2024 • MultiSensor AI Holdings, Inc. • Optical instruments & lenses • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 27, 2024 (the “Subscription Date”), between MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 1st, 2024 • MultiSensor AI Holdings, Inc. • Optical instruments & lenses
This Registration Rights Agreement (this “Agreement”) is dated as of July 1, 2024, between MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
PLACEMENT AGENCY AGREEMENT June 27, 2024Placement Agency Agreement • July 1st, 2024 • MultiSensor AI Holdings, Inc. • Optical instruments & lenses • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 21st, 2023 • Infrared Cameras Holdings, Inc. • Optical instruments & lenses • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 19, 2023, is made and entered into by and among Infrared Cameras Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as SportsMap Tech Acquisition Corp, a Delaware corporation) (the “Acquirer”)), SportsMap, LLC, a Delaware limited liability company (the “Sponsor”), the members of the Sponsor identified on the signature pages hereto (such members, the “Sponsor Members”), certain former stock and option holders of Infrared Cameras Holdings, Inc., a Delaware corporation (“ICI”) identified on the signature pages hereto (such holders, the “ICI Holders” and, collectively with the Sponsor, the Sponsor Members, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification & Liability • November 13th, 2023 • Sportsmap Tech Acquisition Corp. • Optical instruments & lenses • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 2023 by and between Infrared Cameras Holdings, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
SportsMap Tech Acquisition Corp. Houston, Texas 77056 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • September 30th, 2021 • Sportsmap Tech 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 SportsMap Tech Acquisition Corp., a Delaware corporation (the “Company”) and Roth Capital Partners, LLC (“Roth”) as 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 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and three-quarters of one redeemable warrant. Each whole warrant (each, 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 regist
COMMON STOCK PURCHASE AGREEMENT Dated as of April 16, 2024 by and between MULTISENSOR AI HOLDINGS, INC. and B. RILEY PRINCIPAL CAPITAL II, LLCCommon Stock Purchase Agreement • April 17th, 2024 • MultiSensor AI Holdings, Inc. • Optical instruments & lenses • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of April 16, 2024 (this “Agreement”), by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 17th, 2024 • MultiSensor AI Holdings, Inc. • Optical instruments & lenses
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 16, 2024, is by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”).
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to supplementally furnish to the SEC upon request any omitted schedule or exhibit. VOTING AGREEMENTVoting Agreement • June 26th, 2024 • MultiSensor AI Holdings, Inc. • Optical instruments & lenses • Delaware
This Voting Agreement (this “Agreement”), dated as of June [__], 2024, is by and among MultiSensor AI Holdings, Inc., a Delaware corporation with offices located at 2105 West Cardinal Drive, Beaumont, Texas 77705 (the “Company”), and each Person listed on Schedule A hereto (each, a “Key Holder” and, collectively with the Company, the “Parties”). Except as otherwise defined herein, capitalized terms have the meanings given to them in the Purchase Agreement (as defined below).
6,250,000 Shares MULTISENSOR AI HOLDINGS, INC. COMMON STOCK PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT June 27, 2024Underwriting Agreement • July 1st, 2024 • MultiSensor AI Holdings, Inc. • Optical instruments & lenses • New York
MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement with Roth Capital Partners, LLC (“Roth”) and each of the other underwriters named in Schedule I hereto (collectively, the “Underwriters”) for whom Roth is acting as the representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) set forth in Schedule I hereto (the “Firm Shares”), and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the over-allotment option described in Section 2(b) hereof to purchase all or any part of 937,500 additional shares of Common Stock (the “Option Shares”), solely to cover such over-allotment, if and to the extent the Representative shall have determined to exercise, on behalf of the Underwriters, the right t
LOAN AGREEMENTLoan Agreement • November 17th, 2023 • Sportsmap Tech Acquisition Corp. • Optical instruments & lenses
This LOAN AGREEMENT (this “Agreement”) is made as of the [ ]th day of November, 2023, by and between SportsMap Tech Acquisition Corp. (the “Company”) and [ ] (“Lender”).
AMENDMENT TO CONVERTIBLE PROMISSORY NOTE AND NOTICE OF CONVERSION May 10, 2024Convertible Promissory Note • May 10th, 2024 • MultiSensor AI Holdings, Inc. • Optical instruments & lenses
THIS AMENDMENT AND NOTICE OF CONVERSION to the Convertible Promissory Note, dated as of December 19, 2023 (the “Note”), by and among MultiSensor AI Holdings, a Delaware corporation (f/k/a SportsMap Tech Acquisition Corp., the “Company”), and the undersigned Note holder, is effective as of the date first written above (this “Amendment”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Note.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 4th, 2024 • MultiSensor AI Holdings, Inc. • Optical instruments & lenses • Delaware
This Subscription Agreement (“Agreement”) is made and entered into as of March 31, 2024 (“Effective Date”), by and between MultiSensor AI Holdings, Inc., a Delaware corporation, (the “Company”), and the undersigned purchaser (the “Purchaser”).
SportsMap Tech Acquisition Corp. Houston, Texas 77056 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • October 21st, 2021 • Sportsmap 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”) to be entered into by and among SportsMap Tech Acquisition Corp., a Delaware corporation (the “Company”) and Roth Capital Partners, LLC (“Roth”) as 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 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and three-quarters of one redeemable warrant. Each whole warrant (each, 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 regist
SportsMap Tech Acquisition Corp.Administrative Services Agreement • October 21st, 2021 • Sportsmap Tech Acquisition Corp. • Blank checks • Delaware
This letter agreement by and between SportsMap Tech Acquisition Corp. (the “Company”) and Gow Media, LLC (the “Gow Media”), 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 Global 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 (i) the consummation by the Company of an initial business combination, (ii) the Company’s liquidation, or (iii) 18 months after the Listing Date, or such later date as may be approved by stockholders as described in the Registration Statement (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • September 30th, 2021 • Sportsmap Tech Acquisition Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among SportsMap Tech Acquisition Corp., a Delaware corporation (the “Company”) and [●] (“Purchaser”).
AMENDMENT TO CONVERTIBLE PROMISSORY NOTE AND NOTICE OF CONVERSION March 31, 2024Convertible Promissory Note • April 1st, 2024 • MultiSensor AI Holdings, Inc. • Optical instruments & lenses
THIS AMENDMENT AND NOTICE OF CONVERSION to the Convertible Promissory Note, dated as of December 19, 2023 (the “Note”), by and among MultiSensor AI Holdings, a Delaware corporation (f/k/a SportsMap Tech Acquisition Corp., the “Company”), and the undersigned Note holder, is effective as of the date first written above (this “Amendment”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Note.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2023 • Infrared Cameras Holdings, Inc. • Optical instruments & lenses • Delaware
This Amended and Restated Employment Agreement (the “Agreement”) is entered into among Infrared Cameras Holdings, Inc., a Delaware corporation (the “Company”), Infrared Cameras, Inc., a Texas corporation (“ICI”) and Peter Baird (“Baird” and together with the Company and ICI, the “Parties”), and sets out the general terms of Baird’s employment, duties, and compensation.
SportsMap Tech Acquisition Corp.Administrative Services Agreement • September 30th, 2021 • Sportsmap Tech Acquisition Corp. • Blank checks • Delaware
This letter agreement by and between SportsMap Tech Acquisition Corp. (the “Company”) and Gow Media, LLC (the “Gow Media”), 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 Global 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 (i) the consummation by the Company of an initial business combination, (ii) the Company’s liquidation, or (iii) 18 months after the Listing Date, or such later date as may be approved by stockholders as described in the Registration Statement (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDMENT TO CONVERTIBLE PROMISSORY NOTE AND NOTICE OF CONVERSION March 31, 2024Convertible Promissory Note Amendment • April 4th, 2024 • MultiSensor AI Holdings, Inc. • Optical instruments & lenses
THIS AMENDMENT AND NOTICE OF CONVERSION to the Convertible Promissory Note, dated as of December 19, 2023 (the “Note”), by and among MultiSensor AI Holdings, a Delaware corporation (f/k/a SportsMap Tech Acquisition Corp., the “Company”), and the undersigned Note holder, is effective as of the date first written above (this “Amendment”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Note.
EARNOUT WAIVER AGREEMENTEarnout Waiver Agreement • March 7th, 2024 • MultiSensor AI Holdings, Inc. • Optical instruments & lenses
This Earnout Waiver Agreement, effective as of March 7, 2024 (this “Waiver”), is by and among MultiSensor AI Holdings, Inc., a Delaware corporation (f/k/a SportsMap Tech Acquisition Corp., the “Company”), MSAI Operating, Inc., a Delaware corporation (f/k/a Infrared Cameras Holdings, Inc., “ICI”), and the other signatory parties listed in the signature blocks set forth below.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • December 21st, 2023 • Infrared Cameras Holdings, Inc. • Optical instruments & lenses • Delaware
This LOCK-UP AGREEMENT (this “Agreement”), dated as of December 19, 2023, is made and entered into by and between Infrared Cameras Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as SportsMap Tech Acquisition Corp., a Delaware corporation), and the Persons set forth on Schedule I hereto (such Persons, together with any Person who hereafter becomes a party to this Agreement pursuant to Section 2 or Section 6 of this Agreement, the “Securityholders” and each, a “Securityholder”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2023 • Infrared Cameras Holdings, Inc. • Optical instruments & lenses • Delaware
This Amended and Restated Employment Agreement is entered into among Infrared Cameras Holdings, Inc., a Delaware corporation (the “Company”), Infrared Cameras, Inc., a Texas Corporation (“ICI”) and Gary Strahan (“Strahan”), and together with the Company and ICI, the “Parties”), and sets out the general terms of Strahan’s employment, duties, and compensation.
CONSULTING AGREEMENTConsulting Agreement • November 27th, 2024 • MultiSensor AI Holdings, Inc. • Optical instruments & lenses • Texas
This Consulting Agreement (“Agreement”) is entered into among MSAI Operating, Inc., a Delaware corporation (the “Company”), Infrared Cameras, Inc., a Texas Corporation and wholly owned subsidiary of the Company (“ICI”) and Gary Strahan (“Strahan”), and together with the Company and ICI, the “Parties”), and sets out the general terms of Strahan’s consulting services and compensation.
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 28th, 2023 • Sportsmap Tech Acquisition Corp. • Optical instruments & lenses
This Amendment No. 1 (this “Amendment”) to that certain Business Combination Agreement, dated as of December 5, 2022 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among SportsMap Tech Acquisition Corp., a Delaware corporation (“SportsMap”), ICH Merger Sub Inc., a Delaware corporation, and Infrared Cameras Holdings, Inc., a Delaware corporation (the “Company”), is made and entered into as of June 26, 2023, by and among SportsMap and the Company. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Business Combination Agreement.
VOTING AGREEMENTVoting Agreement • July 1st, 2024 • MultiSensor AI Holdings, Inc. • Optical instruments & lenses • Delaware
This Voting Agreement (this “Agreement”), dated as of July 1, 2024, is by and among MultiSensor AI Holdings, Inc., a Delaware corporation with offices located at 2105 West Cardinal Drive, Beaumont, Texas 77705 (the “Company”), and each Person listed on Schedule A hereto (each, a “Key Holder” and, collectively with the Company, the “Parties”). Except as otherwise defined herein, capitalized terms have the meanings given to them in the Purchase Agreement (as defined below).
