SUBSCRIPTION AGREEMENTSubscription Agreement • August 12th, 2021 • Satellogic Inc. • New York
Contract Type FiledAugust 12th, 2021 Company JurisdictionThis Subscription Agreement (this “Subscription Agreement”) is entered into this [●] day of July, 2021, by and among Satellogic Inc., an exempted company limited by shares incorporated under the laws of the British Virgin Islands (the “Issuer”), CF Acquisition Corp. V, a Delaware corporation (the “Company”), and the undersigned (the “Subscriber” or “you”).
WARRANT AGREEMENTWarrant Agreement • February 14th, 2022 • Satellogic Inc. • Radio & tv broadcasting & communications equipment • New York
Contract Type FiledFebruary 14th, 2022 Company Industry JurisdictionTHIS WARRANT AGREEMENT (this “Agreement”), dated as of February 10, 2022, is by and between Satellogic Inc., a British Virgin Islands company limited by shares (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein, in its capacity as the Company’s transfer agent, as the “Transfer Agent”).
AMENDED AND RESTATED FORWARD PURCHASE CONTRACTForward Purchase Contract • August 12th, 2021 • Satellogic Inc. • New York
Contract Type FiledAugust 12th, 2021 Company JurisdictionThis Amended and Restated Forward Purchase Contract (this “Agreement”) is entered into as of July 5, 2021, by and between CFAC Holdings V, LLC, a Delaware limited liability company (the “Purchaser”), Satellogic Inc., a business company with limited liability incorporated under the laws of the British Virgin Island (“PubCo”), and CF Acquisition Corp. V, a Delaware corporation (“SPAC”).
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 27th, 2021 • Satellogic Inc. • Radio & tv broadcasting & communications equipment
Contract Type FiledDecember 27th, 2021 Company IndustryTHIS AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made effective as of December 23, 2021 (the “Effective Date”), by and among Columbia River Investment Limited, a British Virgin Islands company (“CRIL”), and Nettar Group Inc., a British Virgin Islands company (“Borrower”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • August 12th, 2021 • Satellogic Inc.
Contract Type FiledAugust 12th, 2021 CompanyThis SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of July 5, 2021, by and among CFAC Holdings V, LLC, a Delaware limited liability company (“Sponsor”), CF Acquisition Corp. V, a Delaware corporation (“SPAC”), Satellogic Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands (“PubCo”) and Nettar Group Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the date of this Agreement (as amended from time to time, the “Merger Agreement”) by and among PubCo, SPAC, Ganymede Merger Sub 1 Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands and a direct wholly owned subsidiary of PubCo (“Merger Sub 1”), Ganymede Merger Sub 2 Inc., a Delaware corporation and a direct who
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • August 12th, 2021 • Satellogic Inc.
Contract Type FiledAugust 12th, 2021 CompanyTHIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of July 5, 2021 by and among (i) Satellogic Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands (“PubCo”), (ii) CF Acquisition Corp. V, a Delaware corporation (“SPAC”) and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
SATELLOGIC INC.Letter Agreement • February 15th, 2022 • Satellogic Inc. • Radio & tv broadcasting & communications equipment
Contract Type FiledFebruary 15th, 2022 Company IndustryReference is made to that certain Subscription Agreement (the “Subscription Agreement”), dated as of the date hereof, by and among Satellogic Inc., an exempted company limited by shares incorporated under the laws of the British Virgin Islands (together with its successors and assigns, the “Issuer”), Satellogic V Inc. (f/k/a CF Acquisition Corp. V), a Delaware corporation, and Liberty Strategic Capital (SATL) Holdings, LLC, a Cayman Islands limited liability company (the “Subscriber”), pursuant to which, among other things, the Subscriber subscribed for and agreed to purchase from the Issuer, and the Issuer agreed to issue and sell to the Subscriber 20,000,000 Issuer Shares (the “Subscriber Shares”) and 20,000,000 PIPE Warrants. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Subscription Agreement. This letter agreement amends and restates in its entirety the letter agreement between the parties hereto dated January 18, 2022. In connection
Credit AgreementCredit Agreement • August 12th, 2021 • Satellogic Inc. • New York
Contract Type FiledAugust 12th, 2021 Company JurisdictionThis agreement dated as of April 29, 2020 is between JPMorgan Chase Bank, N.A. (together with its successors and assigns, the “Bank”), whose address is 4350 Congress St, Floor 02, Charlotte, NC 28209, and Satellogic USA Inc. (individually, the “Borrower” and if more than one, collectively, the “Borrowers”), whose address is 210 Delburg St, Davidson, NC 28036.
NETTAR GROUP INC. April 5, 2021Note Purchase Agreement • November 10th, 2021 • Satellogic Inc. • Radio & tv broadcasting & communications equipment
Contract Type FiledNovember 10th, 2021 Company Industry
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 10th, 2021 • Satellogic Inc. • Radio & tv broadcasting & communications equipment
Contract Type FiledDecember 10th, 2021 Company IndustryTHIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 8 , 2021 (the “Effective Date”) between Columbia River Investment Limited, a BVI company (“CRIL”), and Nettar Group Inc., a British Virgin Islands company (“Borrower”) provides the terms of a loan from CRIL to Borrower and the terms on which Borrower shall repay CRIL. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 11.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 12th, 2024 • Satellogic Inc. • Radio & tv broadcasting & communications equipment
Contract Type FiledApril 12th, 2024 Company IndustryThis Registration Rights Agreement (this “Agreement”) is made and entered into as of April 12, 2024, among Satellogic Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”) and each of the several purchaser signatories hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • October 19th, 2021 • Satellogic Inc. • Radio & tv broadcasting & communications equipment • New York
Contract Type FiledOctober 19th, 2021 Company Industry JurisdictionTHIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated [•], 2021, is made by and among CF Acquisition Corp. V, a Delaware corporation (the “Company”), Satellogic Inc., a British Virgin Islands company limited by shares (“PubCo”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated January 28, 2021, by and between the Company and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 10th, 2021 • Satellogic Inc. • Radio & tv broadcasting & communications equipment
Contract Type FiledDecember 10th, 2021 Company IndustryTHIS AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made effective as of December 7, 2021 (the “Effective Date”), by and among Columbia River Investment Limited, a British Virgin Islands company (“CRIL”), and Nettar Group Inc., a British Virgin Islands company (“Borrower”).
SHAREHOLDER SUPPORT AGREEMENT by and among CF ACQUISITION CORP. V, SATELLOGIC INC., NETTAR GROUP, INC. and certain SHAREHOLDERS OF NETTAR GROUP, INC. Dated as of July 5, 2021Shareholder Support Agreement • August 12th, 2021 • Satellogic Inc.
Contract Type FiledAugust 12th, 2021 CompanyThis SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of July 5, 2021 by and among the persons identified on Schedule I hereto (each, a “Shareholder” and collectively the “Shareholders”), CF Acquisition Corp. V, a Delaware corporation (“SPAC”), Satellogic Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands (“PubCo”) and Nettar Group, Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the July 5, 2021 (as amended from time to time, the “Merger Agreement”) by and among PubCo, SPAC, Ganymede Merger Sub 1 Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands and a direct wholly owned subsidiary of PubCo (“Merger Sub 1”), Ganymede Merger Sub 2 Inc., a Delaware c
Re: Convertible Note Side LetterSatellogic Inc. • April 12th, 2024 • Radio & tv broadcasting & communications equipment • New York
Company FiledApril 12th, 2024 Industry JurisdictionReference is made to that certain Note Purchase Agreement, dated as of April 12, 2024 (as amended from time to time, the “Note Purchase Agreement”), by and among Satellogic Inc., a BVI business company limited by shares incorporated under the laws of the British Virgin Islands (the “Company”), Nettar Group Inc., a BVI business company with limited liability incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of the Company (the “Borrower”), the Holder Representative (as defined therein) and the purchasers party thereto, including the undersigned purchaser (the “Purchaser”). Capitalized terms used but not defined herein shall have the meaning given to such terms in the Note Purchase Agreement.
SERIES X PREFERENCE SHAREHOLDER AGREEMENTPreference Shareholder Agreement • August 12th, 2021 • Satellogic Inc.
Contract Type FiledAugust 12th, 2021 CompanyThis SERIES X PREFERENCE SHAREHOLDER AGREEMENT (this “Agreement”) is made and entered into as of July 5, 2021 by and among the persons identified on Schedule I hereto (each, a “Shareholder” and collectively the “Shareholders”), CF Acquisition Corp. V, a Delaware corporation (“SPAC”), Satellogic Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands (“PubCo”) and Nettar Group, Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the July , 2021 (as amended from time to time, the “Merger Agreement”) by and among PubCo, SPAC, Ganymede Merger Sub 1 Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands and a direct wholly owned subsidiary of PubCo (“Merger Sub 1”), Ganymede Merger Sub 2 Inc., a
NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 12th, 2024 • Satellogic Inc. • Radio & tv broadcasting & communications equipment • New York
Contract Type FiledApril 12th, 2024 Company Industry JurisdictionThis Note Purchase Agreement (this “Agreement”) is dated as of April 12, 2024, between Satellogic Inc., a BVI business company limited by shares incorporated under the laws of the British Virgin Islands (the “Company”), Nettar Group Inc., BVI a business company with limited liability incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of the Company (the “Borrower”), the Holder Representative (as defined herein) and the purchaser identified on the Schedule of Purchasers attached hereto (as the same may be supplemented or amended from time to time with the consent of the Holder Representative (acting at the direction of the Majority Holders) to reflect the assignment of any Note, the “Schedule of Purchasers”) (including its successors and assigns, the “Purchaser”).
NETTAR GROUP INC. WARRANT TO PURCHASE SHARESSatellogic Inc. • October 19th, 2021 • Radio & tv broadcasting & communications equipment • New York
Company FiledOctober 19th, 2021 Industry JurisdictionTHIS CERTIFIES THAT, as consideration, and in exchange, for the repurchase by Nettar Group Inc., a British Virgin Islands company (the “Company”) of those certain preference shares, and repurchase and cancellation by the Company of those certain promissory notes, each described on Exhibit A attached hereto (the “Subject Securities”) held by Columbia River Investment Limited, a British Virgin Islands company (the “Holder” or “CRIL”), as set forth in the Exchange Agreement between the Holder and the Company, dated as of the date hereof (the “Exchange Agreement”), and in connection with the Loan and Security Agreement between the Holder and the Company, dated as of the date hereof (the “Loan Agreement”) and the agreements contemplated thereby, the Holder, subject to the terms of this Warrant, is entitled to subscribe for and purchase from the Company for the Exercise Price (as defined below) up to a number and class of shares of the Company as set forth herein, as may be adjusted as set f