10,000,000 Units Ault Disruptive Technologies Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • December 20th, 2021 • Ault Disruptive Technologies Corp • Blank checks • New York
Ault Disruptive Technologies Corporation, 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”), as follows:
WARRANT AGREEMENTWarrant Agreement • December 20th, 2021 • Ault Disruptive Technologies Corp • Blank checks • New York
THIS WARRANT AGREEMENT (“Agreement”) is made as of December 15, 2021, between Ault Disruptive Technologies Corporation, a Delaware corporation, with offices at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, Nevada 89141 (“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”).
Ault Disruptive Technologies Corporation 11411 Southern Highlands Parkway, Suite 240 Las Vegas, Nevada 89141 Re: Initial Public Offering Gentlemen:Letter Agreement • November 5th, 2021 • Ault Disruptive Technologies 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 Ault Disruptive Technologies Corporation, a Delaware corporation (the “Company”) and A.G.P./Alliance Global Partners (“A.G.P.”) 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 $0.001 per share (the “Common Stock”), and one-half 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
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • November 5th, 2021 • Ault Disruptive Technologies Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Ault Disruptive Technologies Corporation, a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2021 • Ault Disruptive Technologies Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 15, 2021, is made and entered into by and among Ault Disruptive Technologies Corporation, a Delaware corporation (the “Company”), Ault Disruptive Technologies Company, 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”).
Ault Disruptive Technologies Corporation 11411 Southern Highlands Parkway, Suite 240 Las Vegas, Nevada 89141Ault Disruptive Technologies Corp • November 5th, 2021 • Blank checks • Delaware
We are pleased to accept the offer Ault Disruptive Technologies Company, LLC (the “Subscriber” or “you”) has made to purchase 2,875,000 shares (“Founder Shares”) of the common stock, $.001 par value per share (“Common Stock”), of Ault Disruptive Technologies Corporation, a Delaware corporation (the “Company”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
Ault Disruptive Technologies Corporation 11411 Southern Highlands Parkway, Suite 240 Las Vegas, Nevada 89141 Re: Initial Public Offering Gentlemen:Letter Agreement • December 20th, 2021 • Ault Disruptive Technologies 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 Ault Disruptive Technologies Corporation, a Delaware corporation (the “Company”) and A.G.P./Alliance Global Partners (“A.G.P.”) 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 $0.001 per share (the “Common Stock”), and three-fourths 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 pursuan
INDEMNITY AGREEMENTIndemnity Agreement • December 20th, 2021 • Ault Disruptive Technologies Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 15, 2021, by and between Ault Disruptive Technologies Corporation, a Delaware corporation (the “Company”), and [Name of Indemnitee] (“Indemnitee”).
Certain information has been excluded pursuant to Item 601(b)(2)(ii) of Regulation S-K from this document because it is both not material and is the type that the registrant treats as private or confidential. AGREEMENT AND PLAN OF MERGER by and among...Agreement and Plan of Merger • June 27th, 2024 • Ault Disruptive Technologies Corp • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 23, 2024, by and among Ault Disruptive Technologies Corporation, a Delaware corporation (“Acquiror”), ADRT Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Acquiror (“Merger Sub”) and Gresham Worldwide, Inc., a California corporation (the “Company”). Acquiror, the Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 20th, 2021 • Ault Disruptive Technologies Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 15, 2021 by and between Ault Disruptive Technologies Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 20th, 2021 • Ault Disruptive Technologies Corp • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 15, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Ault Disruptive Technologies Corporation, a Delaware corporation (the “Company”), and Ault Disruptive Technologies Company, LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 5th, 2021 • Ault Disruptive Technologies Corp • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Ault Disruptive Technologies Corporation, a Delaware corporation (the “Company”), and Ault Disruptive Technologies Company, LLC, a Delaware limited liability company (the “Purchaser”).
AULT DISRUPTIVE TECHNOLOGIES CORPORATION 11411 Southern Highlands Parkway, Suite 240 Las Vegas, Nevada 89141Ault Disruptive Technologies Corp • December 20th, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Ault Disruptive Technologies Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination (a “Business Combination”) or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Ault Global Holdings, Inc. (“AGH”) shall make available to the Company certain office space, utilities, and secretarial, administrative and consulting services as may be required by the Company from time to time, situated at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, Nevada 89141 (or any successor location). In exchange therefor, the Company shall pay AGH a sum equal to $10,000 per month, co
AULT DISRUPTIVE TECHNOLOGIES CORPORATION 11411 Southern Highlands Parkway, Suite 240 Las Vegas, Nevada 89141Ault Disruptive Technologies Corp • November 5th, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Ault Disruptive Technologies Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination (a “Business Combination”) or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Ault Global Holdings, Inc. (“AGH”) shall make available to the Company certain office space, utilities, and secretarial, administrative and consulting services as may be required by the Company from time to time, situated at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, Nevada 89141 (or any successor location). In exchange therefor, the Company shall pay AGH a sum equal to $10,000 per month, co
Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW AULT DISRUPTIVE TECHNOLOGIES CORPORATION Incorporated under the laws of the State of DelawareAult Disruptive Technologies Corp • November 5th, 2021 • Blank checks
This Warrant Certificate certifies that [______________], or registered assigns, is the registered holder of [____________] warrant(s) (the “Warrants” and each, a “Warrant”) to purchase shares of common stock, par value $0.001 per share (“Common Stock”), of Ault Disruptive Technologies Corporation, a Delaware corporation (the “Company”). Each whole Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and nonassessable shares of Common Stock as set forth below, at the exercise price (the “Warrant Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Wa
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 5th, 2021 • Ault Disruptive Technologies Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Ault Disruptive Technologies Corporation, a Delaware corporation (the “Company”), Ault Disruptive Technologies Company, 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”).
