WARRANT AGREEMENTWarrant Agreement • September 27th, 2021 • Argus Capital Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 21, 2021, is by and between Argus Capital Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 27th, 2021 • Argus Capital Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Argus Capital Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _____, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $____ of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
ARGUS CAPITAL CORP. New York, NY 10065 April 22, 2021 (“Effective Date”)Securities Subscription Agreement • June 7th, 2021 • Argus Capital Corp. • Blank checks • New York
This letter agreement (this “Agreement”) is entered into as of the Effective Date between Argus Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Argus Capital Corp., a Delaware corporation (the “Company,” “we” or “us”) and confirms the Company’s acceptance of the offer the Subscriber has made to purchase 11,500,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,500,000 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:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 27th, 2021 • Argus Capital Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 21, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Argus Capital Corp., a Delaware corporation (the “Company”), and Argus Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2021 • Argus Capital Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 21, 2021, is made and entered into by and among Argus Capital Corp., a Delaware corporation (the “Company”), Argus 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”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 26th, 2021 • Argus Capital Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Argus Capital Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _____, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $____ of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • July 28th, 2021 • Argus Capital Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of __________, 2021, by and between Argus Capital Corp., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • August 26th, 2021 • Argus Capital Corp. • Blank checks • New York
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 Argus Capital Corp., a Delaware corporation (the “Company”), and Argus Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
Argus Capital Corp. New York, NY 10019Underwriting Agreement • August 26th, 2021 • Argus Capital 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 Argus Capital Corp., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC, 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 28,750,000 of the Company’s units (including up to 3,750,000 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 “Class A Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The
Argus Capital Corp. 26,500,000 Units Underwriting Agreement September 21, 2021Underwriting Agreement • September 27th, 2021 • Argus Capital Corp. • Blank checks • New York
Argus Capital Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 26,500,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,975,000 additional units, if any (the “Optional Units”; the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
September 21, 2021 Argus Capital Corp. New York, NY 10019Underwriting Agreement • September 27th, 2021 • Argus Capital 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 Argus Capital Corp., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC, 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 30,475,000 of the Company’s units (including up to 3,975,000 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 “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The
ARGUS CAPITAL CORP. 3 Columbus Circle, 24th Floor New York, NY 10019Administrative Services Agreement • July 28th, 2021 • Argus Capital Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among Argus Capital Corp. (the “Company”), Argus Sponsor LLC (the “Sponsor”) and INLO Ventures LLC, an affiliate of the Sponsor (“INLO Ventures”), 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 LLC (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”):
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 20th, 2022 • Argus Capital Corp. • Blank checks • New York
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of December 20, 2022, is made by and between Argus Capital Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a federally chartered trust company (the “Trustee”), and amends that certain Investment Management Trust Company, effective as of September 21, 2021 (the “Trust Agreement”), by and between the Company and the Trustee. Capitalized terms used but not defined in this Amendment Agreement have the meanings assigned to such terms in the Trust Agreement.
ARGUS CAPITAL CORP. 3 Columbus Circle, 24th Floor New York, NY 10019Administrative Services Agreement • September 27th, 2021 • Argus Capital Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among Argus Capital Corp. (the “Company”), Argus Sponsor LLC (the “Sponsor”) and INLO Ventures LLC, an affiliate of the Sponsor (“INLO Ventures”), 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 LLC (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”):
