INDEMNITY AGREEMENTIndemnity Agreement • August 25th, 2021 • Direct Selling Acquisition Corp. • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Direct Selling Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 29th, 2021 • Direct Selling Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 23, 2021, is made and entered into by and among Direct Selling Acquisition Corp., a Delaware corporation (the “Company”), and DSAC Partners LLC, a Delaware limited liability company (the “Sponsor”, and together with 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”).
UNDERWRITING AGREEMENT between DIRECT SELLING ACQUISITION CORP. and BTIG, LLC Dated September 23, 2021Underwriting Agreement • September 29th, 2021 • Direct Selling Acquisition Corp. • Blank checks • New York
The undersigned, Direct Selling Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” or the “Representative”) and with the other underwriters named on Schedule A hereto, 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,” provided that, if only BTIG is listed on such Schedule A, any references to the underwriters shall refer exclusively to BTIG) as follows:
WARRANT AGREEMENTWarrant Agreement • September 29th, 2021 • Direct Selling Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 23, 2021, is by and between Direct Selling Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, 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 29th, 2021 • Direct Selling Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 23, 2021 by and between Direct Selling Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Direct Selling Acquisition Corp.Direct Selling Acquisition Corp. • August 25th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into as of June [ ], 2021 by and between DSAC Partners LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Direct Selling 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 subscribe for and purchase 5,750,000 shares of Class B common stock, $0.0001 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’s and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 29th, 2021 • Direct Selling Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 23, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Direct Selling Acquisition Corp., a Delaware corporation (the “Company”), and DSAC Partners LLC, a Delaware limited liability company (the “Purchaser”).
Direct Selling Acquisition Corp. Plano, TX 75024Letter Agreement • September 29th, 2021 • Direct Selling 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 Direct Selling Acquisition Corp., a Delaware corporation (the “Company”) and BTIG LLC (“BTIG”), as the 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 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 $0.0001 per share (the “Class A Common Stock”), and one-half of 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 de
Direct Selling Acquisition Corp. Plano, Texas 75024Letter Agreement • September 29th, 2021 • Direct Selling Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among Direct Selling Acquisition Corp. (the “Company”) and DSAC Partners LLC (the “Sponsor”), 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 New York Stock Exchange (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”):
NOTE PURCHASE AGREEMENTNote Purchase Agreement • January 18th, 2024 • Direct Selling Acquisition Corp. • Blank checks • Delaware
This NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of January 17, 2024, is made by and among Hunch Technologies Limited, a private limited company incorporated in Ireland with registered number 607449 (“PubCo”), Aeroflow Urban Air Mobility Private Limited, a private limited company incorporated under the laws of India and a direct wholly owned Subsidiary of PubCo (“IndiaCo”), and Antara Capital Master Fund LP, a Cayman Islands exempted limited partnership (the “Holder”). PubCo and the Holder shall be referred to herein from time to time collectively as the “parties.” Capitalized terms used but not otherwise defined herein, shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
BUSINESS COMBINATION AGREEMENT by and among DIRECT SELLING ACQUISITION CORP., AEROFLOW URBAN AIR MOBILITY PRIVATE LIMITED, HUNCH TECHNOLOGIES LIMITED, FLYBLADE (INDIA) PRIVATE LIMITED and HTL MERGER SUB LLC, dated as of January 17, 2024Business Combination Agreement • January 18th, 2024 • Direct Selling Acquisition Corp. • Blank checks • Delaware
THIS BUSINESS COMBINATION AGREEMENT (this “Agreement”) is made and entered into as of January 17, 2024, by and among Direct Selling Acquisition Corp., a Delaware corporation (“DSAQ”), Aeroflow Urban Air Mobility Private Limited, a private limited company incorporated under the laws of India and a direct wholly owned Subsidiary of PubCo (“IndiaCo”), Hunch Technologies Limited, a private limited company incorporated in Ireland with registered number 607449 (“PubCo”), FlyBlade (India) Private Limited, a private limited company incorporated under the laws of India (“Blade India”), and HTL Merger Sub LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of PubCo (“Merger Sub”). DSAQ, IndiaCo, Hunch, Blade US, PubCo, Blade India and Merger Sub are collectively referred to herein as the “Parties” and each individually as a “Party”.
SUBSCRIPTION AGREEMENTSubscription Agreement • January 18th, 2024 • Direct Selling Acquisition Corp. • Blank checks
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Direct Selling Acquisition Corp. (“SPAC”), a Delaware corporation, and the undersigned investor (the “Investor”), in connection with the Business Combination Agreement, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among SPAC, Aeroflow Urban Air Mobility Private Limited, a private limited company incorporated under the laws of India and a direct wholly owned subsidiary of PubCo, Hunch Technologies Limited, a private limited company incorporated in Ireland with registered number 607449 (“PubCo”), FlyBlade (India) Private Limited, a private limited company incorporated under the laws of India, and HTL Merger Sub LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of PubCo (“Merger Sub”), pursuant to which, among
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • January 18th, 2024 • Direct Selling Acquisition Corp. • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of January 17, 2024, is made by and among DSAC Partners LLC, a Delaware limited liability company (“Sponsor”), Direct Selling Acquisition Corp., Inc., a Delaware corporation (“DSAQ”), Hunch Technologies Limited, a private limited company incorporated in Ireland with registered number 607449 (“PubCo”), and, solely for the purposes of Section 5 and Section 10(a), the individuals listed on the signature pages hereto (each, an “Insider” and collectively, the “Insiders”). Sponsor, DSAQ and PubCo shall be referred to herein from time to time collectively as the “Parties” and each individually as a “Party”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 18th, 2024 • Direct Selling Acquisition Corp. • Blank checks
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Hunch Technologies Limited, a private limited company incorporated in Ireland with registered number 607449 (“PubCo”), and the undersigned investor (the “Investor”), in connection with the Business Combination Agreement, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Direct Selling Acquisition Corp., a Delaware corporation (“SPAC”), Aeroflow Urban Air Mobility Private Limited, a private limited company incorporated under the laws of India and a direct wholly owned subsidiary of PubCo, PubCo, FlyBlade (India) Private Limited, a private limited company incorporated under the laws of India, and HTL Merger Sub LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of PubCo (“Merger Sub”), pursuant to which, amon
AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • October 1st, 2024 • Direct Selling Acquisition Corp. • Blank checks
This Amendment, dated as of September 28, 2024 (this “Amendment”) to that certain Business Combination Agreement, dated as of January 17, 2024 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among Direct Selling Acquisition Corp., a Delaware corporation (“DSAQ”), Aeroflow Urban Air Mobility Private Limited, a private limited company incorporated under the laws of India and a direct wholly owned subsidiary of PubCo (“IndiaCo”), Hunch Technologies Limited, a private limited company incorporated in Ireland with registered number 607449 (“PubCo”), FlyBlade (India) Private Limited, a private limited company incorporated under the laws of India, and HTL Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of PubCo, as amended by that certain Amendment to Business Combination Agreement, dated as of June 28, 2024, by and among DSAQ, IndiaCo and PubCo. DSA
AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • July 1st, 2024 • Direct Selling Acquisition Corp. • Blank checks
This Amendment, dated as of June 28, 2024 (this “Amendment”) to that certain Business Combination Agreement, dated as of January 17, 2024 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among Direct Selling Acquisition Corp., a Delaware corporation (“DSAQ”), Aeroflow Urban Air Mobility Private Limited, a private limited company incorporated under the laws of India and a direct wholly owned subsidiary of PubCo (“IndiaCo”), Hunch Technologies Limited, a private limited company incorporated in Ireland with registered number 607449 (“PubCo”), FlyBlade (India) Private Limited, a private limited company incorporated under the laws of India, and HTL Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of PubCo. DSAQ, IndiaCo and PubCo are collectively referred to herein as the “Parties” and each individually as a “Party”. Capitalized terms used herein an
PRINCIPAL SHAREHOLDER SUPPORT AGREEMENTPrincipal Shareholder Support Agreement • January 18th, 2024 • Direct Selling Acquisition Corp. • Blank checks
This PRINCIPAL SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of January 17, 2024, is made by and among Direct Selling Acquisition Corp., Inc., a Delaware corporation (“DSAQ”), Hunch Technologies Limited, a private limited company incorporated in Ireland with registered number 607449 (“PubCo”), Quick Response Services Provider LLP, a limited liability partnership incorporated under the laws of India (“Hunch”), and Blade Urban Air Mobility Inc., a Delaware corporation (“Blade US” and, together with Hunch, the “Principal Shareholders” and each, a “Principal Shareholder”). DSAQ, PubCo and the Principal Shareholders shall be referred to herein from time to time collectively as the “Parties” and each individually as a “Party”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
