London Adam Sample Contracts

AGREEMENT AND PLAN OF MERGER By and Among ASTRA SPACE, INC., APOGEE PARENT INC. and APOGEE MERGER SUB INC. Dated as of March 7, 2024
Merger Agreement • March 11th, 2024 • London Adam • Transportation services • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of March 7, 2024, among Astra Space, Inc., a Delaware corporation (the “Company”), Apogee Parent Inc., a Delaware corporation (“Parent”), and Apogee Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used but not defined elsewhere in this Agreement shall have the meanings set forth in Section 8.12.

AutoNDA by SimpleDocs
ADAM LONDON Alameda, CA 94501 March 7, 2024
Equity Commitment Letter • March 11th, 2024 • London Adam • Transportation services • Delaware

Reference is made to that certain Agreement and Plan of Merger (as amended, supplemented or modified from time to time in accordance with the terms thereof, the “Merger Agreement”), dated as of the date hereof, by and among Apogee Parent Inc., a Delaware corporation (“Parent”), Apogee Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Astra Space, Inc., a Delaware corporation (the “Company”), pursuant to which, among other things, at the Closing, Merger Sub will be merged with and into the Company (the “Merger”), with the Company being the surviving entity of such Merger and a wholly-owned direct subsidiary of Parent (the “Surviving Corporation”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement.

INTERIM INVESTORS’ AGREEMENT
Interim Investors' Agreement • March 11th, 2024 • London Adam • Transportation services • Delaware

This INTERIM INVESTORS’ AGREEMENT (this “Agreement”) is dated as of March 7, 2024, by and among (i) Apogee Parent Inc., a Delaware corporation (the “Parent”), (ii) Apogee Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), (iii) Chris C. Kemp and Dr. Adam London (collectively, the “Founders” and each, a “Founder”), (iv) MH Orbit LLC, a Delaware limited liability company (“MH Orbit”), JMCM Holdings, LLC, a Delaware limited liability company (“JMCM”) and JW 16 LLC (together with MH Orbit and JMCM, “Orbit”), (v) SherpaVentures Fund II, LP, a Delaware limited partnership (“ACME” and together with Orbit, the “Key Investors” and each a “Key Investor”), and (vi) and the other parties appearing on the signature pages hereto (each such party together with the Founders and the Key Investors, and any Person that executes a joinder hereto in such capacity in accordance with the terms hereof, an “Investor” and collectively, the “Investors”). Parent, Merger

NOTEHOLDER CONVERSION AGREEMENT
Noteholder Conversion Agreement • March 11th, 2024 • London Adam • Transportation services • Delaware

This NOTEHOLDER CONVERSION AGREEMENT (this “Agreement”) is dated as of March 7, 2024, by and among Apogee Parent Inc., a Delaware corporation (“Parent”), Apogee Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and each of the “Noteholders” listed on Schedule 1 attached hereto (each, a “Noteholder” and, together with any other person that becomes a Noteholder hereunder pursuant to Section 8.10 hereof, the “Noteholders”). Parent, Merger Sub and the Noteholders are collectively referred to as the “Parties” and each, a “Party.” Capitalized terms used but not defined herein shall have the meanings given to them in the Notes (as defined below).

LIMITED WAIVER AND CONSENT TO SENIOR SECURED CONVERTIBLE NOTES AND COMMON STOCK PURCHASE WARRANT AND REAFFIRMATION OF TRANSACTION DOCUMENTS
Limited Waiver and Consent • March 11th, 2024 • London Adam • Transportation services

This LIMITED WAIVER AND CONSENT TO SENIOR SECURED CONVERTIBLE NOTES AND COMMON STOCK PURCHASE WARRANT AND REAFFIRMATION OF TRANSACTION DOCUMENTS (this “Agreement”), dated as of March 7, 2024 (the “Effective Date”), is entered into by and among ASTRA SPACE, INC., a Delaware corporation (“Astra”), each of the Subsidiaries of Astra (together with Astra, collectively, the “Note Parties”), and each of the Holders (together with their successors and assigns, each individually, a “Holder” and collectively, the “Holders”). Capitalized terms used, but not otherwise defined, in this Agreement have the meanings ascribed thereto in the Notes, the Warrants or the Purchase Agreement, as applicable (each as defined below).

Exclusivity Agreement
Exclusivity Agreement • February 26th, 2024 • London Adam • Transportation services • Delaware

This Exclusivity Agreement, dated as of January 19, 2024 (this “Agreement”), is made by and between Astra Space, Inc., a Delaware corporation (“Astra” or the “Company”), and Chris Kemp (“Kemp”) and Dr. Adam London (“London” and together with Kemp, the “Potential Acquirors” and the Potential Acquirors and the Company, together, the “parties” and each a “party”).

WARRANT EXCHANGE AGREEMENT
Warrant Exchange Agreement • March 11th, 2024 • London Adam • Transportation services • Delaware

This WARRANT EXCHANGE AGREEMENT (this “Agreement”) is dated as of March 7, 2024, by and among Apogee Parent Inc., a Delaware corporation (“Parent”), Apogee Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and each of the holders listed on Schedule 1 hereto (each, a “Holder” and, together with any other person that becomes a Holder hereunder pursuant to Section 5.10 hereof, the “Holders”). The Parent, Merger Sub, and the Holders are collectively referred to as the “Parties” and each, a “Party.” Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!