REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 3rd, 2021 • Canna-Global Acquisition Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 29, 2021, is made and entered into by and among Canna-Global Acquisition Corp, a State of Delaware corporation (the “Company”), Canna-Global LLC, a State of Delaware limited liability company (the “Sponsor”), and each of 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”).
20,000,000 Units Canna-Global Acquisition Corp UNDERWRITING AGREEMENTUnderwriting Agreement • December 3rd, 2021 • Canna-Global Acquisition Corp • Blank checks • New York
The undersigned, Canna-Global Acquisition Corp, a Delaware corporation (“Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (hereinafter referred to as “you”, “EF Hutton”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 3rd, 2021 • Canna-Global Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 2, 2021, by and between Canna-Global Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Marina Del Rey, California 90292 Re: Securities Subscription AgreementCanna-Global Acquisition Corp • August 9th, 2021 • New York
This agreement (the “Agreement”) is entered into on July 13, 2021, by and between Canna-Global LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Canna-Global 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, $0.000001 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 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:
INDEMNITY AGREEMENTIndemnity Agreement • August 9th, 2021 • Canna-Global Acquisition Corp • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is effective as of _____, 2021, by and between Canna-Global Acquisition Corp, a Delaware corporation (the “Company”), and __________, an individual (“Indemnitee”).
Canna-Global Acquisition Corp Marina Del Rey, California 90292Letter Agreement • October 12th, 2021 • Canna-Global 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 between Canna-Global Acquisition Corp, a Delaware corporation (the “Company”), and EF Hutton, as representative of the several underwriters (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 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 $0.000001 per share (the “Class A Common Stock”), and one redeemable warrant. Each whole warrant (each, a “Public 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 Units will be sold in the Public Offering pursuant to a registration s
November 29, 2021Letter Agreement • December 3rd, 2021 • Canna-Global 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 between Canna-Global Acquisition Corp, a State of Delaware corporation (the “Company”), and EF Hutton, division of Benchmark Investments, LLC, as representative of the several underwriters (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A Common Stock, par value $0.000001 per share (the “Class A Common Stock”), and one redeemable warrant. Each whole warrant (each, a “Public 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).
WARRANTS THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Canna-Global Acquisition Corp Incorporated under the Laws of the State of DelawareCanna-Global Acquisition Corp • August 9th, 2021
This Warrant Certificate certifies that ______________________________, or registered assigns, is the registered holder of ____________ warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares of Class A common stock, $0.000001 par value per share (“Common Stock”), of Canna-Global Acquisition Corp, a Delaware corporation (the “Company”). Each 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 non-assessable shares of Common Stock as set forth below, at the exercise price (the “Exercise 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 Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set
WARRANT AGREEMENTWarrant Agreement • December 3rd, 2021 • Canna-Global Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (“Agreement”) is made as of November 29, 2021 between Canna-Global Acquisition Corp, a Delaware corporation, with offices at 4640 Admiralty Way, Suite 500, Marina Del Rey, California 90292 (“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”).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • June 20th, 2023 • Canna-Global Acquisition Corp • Blank checks • Delaware
This NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”), is made and entered into as of ____, 2023, by and between the undersigned (the “Subject Party”), a shareholder of New Quantum Holdings Pty Ltd, an Australian company with Australian Company Number (ACN) 628 253 743 (the “Company”), in favor of and for the benefit of Canna-Global Acquisition Corp., a Delaware corporation (including any successor entity thereto, the “Purchaser”), and each of the Purchaser’s Affiliates (as defined in the BIBCA (as defined below)), successors, and direct and indirect Subsidiaries (as defined in the BIBCA) (collectively with the Purchaser, the “Covered Parties”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the BIBCA (as defined herein).
November 29, 2021Canna-Global Acquisition Corp • December 3rd, 2021 • Blank checks
AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 7th, 2023 • Canna-Global Acquisition Corp • Services-computer integrated systems design • New York
THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of December 1, 2023, by and between Canna-Global 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 Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 20th, 2023 • Canna-Global Acquisition Corp • Blank checks • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of _____, 2023 (the “Effective Date”) by and among (i) Canna-Global Acquisition Corp., a Delaware corporation (including its successors, the “Purchaser”), (ii) and the undersigned parties listed on Exhibit A hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the BIBCA (as defined herein).
FIRST AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 1st, 2022 • Canna-Global Acquisition Corp • Blank checks • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of November 30, 2022, by and between Canna-Global 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 Agreement (as defined below).
CANNA-GLOBAL ACQUISITION CORPCanna-Global Acquisition Corp • August 9th, 2021 • Delaware
This administrative support letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Canna-Global Acquisition Corp, a Delaware corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SETTLEMENT & RECAPITALIZATION AGREEMENTRecapitalization Agreement • June 27th, 2024 • Canna-Global Acquisition Corp • Services-computer integrated systems design • Delaware
This Settlement & Recapitalization Agreement (“Agreement”) is made and entered into as of June 21, 2024 by and between Liqueous LP, a Delaware Limited Partnership (“Liqueous” or the “Purchaser”), with a principal place of business at 8 The Green Suite A, Dover, Delaware 19901, and Canna-Global Acquisition Corp., a publicly traded company duly organized under the laws of the State of Delaware (“CNGL” or the “Company”), with a principal place of business at 4640 Admiralty Way, Suite 500, Marina Del Rey, CA 90292. Collectively, Liqueous and CNGL may be referred to herein as the “Parties” or individually as a “Party”.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • June 20th, 2023 • Canna-Global Acquisition Corp • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), is made and entered into as of _________, 2023, by and among Canna-Global LLC, a Delaware limited liability company (“Sponsor”), and Canna-Global Acquisition Corp., a Delaware corporation (the “Purchaser”), and New Quantum Holdings Pty Ltd, an Australian Company with Australian Company Number (ACN) 628 253 743 (the “Company”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the BIBCA (as defined below).
CANNA-GLOBAL ACQUISITION CORPCanna-Global Acquisition Corp • December 3rd, 2021 • Blank checks • Delaware
This letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Canna-Global Acquisition Corp (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
JOINDER AGREEMENT TO BID IMPLEMENTATION AND BUSINESS COMBINATION AGREEMENTJoinder Agreement • June 20th, 2023 • Canna-Global Acquisition Corp • Blank checks
This JOINDER AGREEMENT (the “Joinder Agreement”) is made and entered into effective as of _____, 2023 by the undersigned (the “Joining Party”) in accordance with and pursuant to that certain Bid Implementation and Business Combination Agreement, dated as of June 10, 2023 (the “BIBCA”), by and among Canna-Global Acquisition Corp, a Delaware corporation (“Purchaser”), J. Gerald Combs, solely in his capacity as the representative from and after the Effective Time (as defined in the BIBCA) for the stockholders of Purchaser in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), New Quantum Holdings Pty Ltd, a Australian private company with Australian Company Number (ACN) 628 253 743 (the “Company”), and Hyun Jong Chung, solely in his capacity as the representative from and after the Effective Time for the Company in accordance with the terms and conditions of this Agreement (the “Company Representative”). Each of Purchaser, the Purchaser Representat
ESCROW AGREEMENTEscrow Agreement • August 9th, 2021 • Canna-Global Acquisition Corp • Delaware
This Escrow Agreement (this “Agreement”), dated as of this ___ day of August 2021 (the “Effective Date”), is entered into by and among (i) Canna-Global Acquisition Corp, a Delaware corporation (the “Company”), and (ii) Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
BID IMPLEMENTATION AND BUSINESS COMBINATION AGREEMENTImplementation and Business Combination Agreement • June 20th, 2023 • Canna-Global Acquisition Corp • Blank checks • Delaware
This Bid Implementation and Business Combination Agreement (this “Agreement”) is made and entered into as of June 15, 2023 by and among (i) Canna-Global Acquisition Corp, a company incorporated in Delaware (together with its successors, “Purchaser”), (ii) J. Gerald Combs, solely in his capacity as the representative from and after the Effective Time (as defined below) for the stockholders of Purchaser in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iii) New Quantum Holdings Pty Ltd., an Australian company with Australian Company Number (ACN) 628 253 743 (the “Company”), and (iv) Hyun Jong Chung, solely in his capacity as the representative from and after the Effective Time (as defined below) for the Company in accordance with the terms and conditions of this Agreement (the “Company Representative”). Purchaser, the Purchaser Representative, the Company and the Company Representative are sometimes referred to herein individually as a “Part
LOCK-UP AGREEMENTLock-Up Agreement • June 20th, 2023 • Canna-Global Acquisition Corp • Blank checks • Delaware
This LOCK-UP AGREEMENT (this “Agreement”), is made and entered into as of [date], 2023, by and between (i) Canna-Global Acquisition Corp., a Delaware corporation (including any successor entity thereto, the “Purchaser”), and (ii) the Shareholder of New Quantum Holdings Pty Ltd, an Australian Company with Australian Company Number (ACN) 628 253 743 listed at Annexure 1 (the “Subject Party”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the BIBCA (as defined below).
