COMMON STOCK PURCHASE WARRANT dih holding us, inc.Common Stock Purchase Warrant • June 7th, 2024 • Dih Holding Us, Inc. • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Five Narrow Lane, L.P. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 7, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from DIH Holding US, Inc., a Delaware corporation (the “Company”), up to 330,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 8th, 2022 • Aurora Technology Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 7, 2022, is made and entered into by and among Aurora Technology Acquisition Corp., a Cayman Islands exempted company (the “Company”), ATAC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Maxim Group LLC (the “Representative”, and the Sponsor, the Representative, together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 7th, 2024 • Dih Holding Us, Inc. • Surgical & medical instruments & apparatus
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Holder (the “Purchase Agreement”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 8th, 2022 • Aurora Technology Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 7, 2022 by and between Aurora Technology Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
20,000,000 UNITS AURORA TECHNOLOGY ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 8th, 2022 • Aurora Technology Acquisition Corp. • Blank checks • New York
The undersigned, Aurora Technology Acquisition Corp., a Cayman Islands exempted company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, 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:
AURORA TECHNOLOGY ACQUISITION CORP. 3rd Floor, One Capital Place, PO Box 10190 George Town, Grand Cayman, KY1-1002 Cayman IslandsSecurities Subscription Agreement • December 30th, 2021 • Aurora Technology Acquisition Corp. • Blank checks • New York
Aurora Technology Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer ATAC Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 5,750,000 of the Company’s Class B ordinary shares (the “Shares”), US$0.0001 par value per share (the “Class B Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires, as us
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 7th, 2024 • Dih Holding Us, Inc. • Surgical & medical instruments & apparatus • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of June 6, 2024, between DIH Holding US, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, if more than one Purchaser, the “Purchasers”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 8th, 2022 • Aurora Technology Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of February 7, 2022, is entered into by and between Aurora Technology Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ATAC Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE december 7, 2025Convertible Security Agreement • June 7th, 2024 • Dih Holding Us, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Original Issue Discount Senior Secured Convertible Debentures of DIH Holding US, Inc., a Delaware corporation (the “Company”), having its principal place of business at 77 Accord Park Drive, Suite D-1, Norwell, MA 02061, designated as its 8% Original Issue Discount Senior Secured Convertible Debenture due December 7, 2025 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • June 7th, 2024 • Dih Holding Us, Inc. • Surgical & medical instruments & apparatus
This SECURITY AGREEMENT, dated as of June 6, 2024 (this “Agreement”), is among DIH Holding US, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Secured Original Issue Discount Convertible Debentures due 18 months following their issuance, in the original aggregate principal amount of $3,300,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”). Defined terms not otherwise defined in this Agreement shall have the meaning provided to them in the Purchase Agreement (as defined in the Debentures).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 30th, 2021 • Aurora Technology Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [_____], 2022, is entered into by and between Aurora Technology Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Maxim Group LLC, a Delaware limited liability company (the “Purchaser”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • June 7th, 2024 • Dih Holding Us, Inc. • Surgical & medical instruments & apparatus • Delaware
SUBSIDIARY GUARANTEE, dated as of June 6, 2024 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between DIH Holding US, Inc., a Delaware corporation (the “Company”) and the Purchasers.
RIGHTS AGREEMENTRights Agreement • February 8th, 2022 • Aurora Technology Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of February 7, 2022 between Aurora Technology Acquisition Corp., a Cayman Islands exempted company, with offices at 4 Embarcadero Center, Suite 1449, San Francisco, California 94105 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).
Aurora Technology Acquisition Corp. Suite 1449 San Francisco, California 94105Underwriting Agreement • February 8th, 2022 • Aurora Technology Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Aurora Technology Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Maxim Group LLC (the “Representative”), as the representative of the several underwriters (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 Class A ordinary share of the Company, par value $0.0001 per share (the “Class A ordinary shares”), and one right (the “Right”). Each Right entitles the holder thereof to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of the Company’s initial business combination, subject to adjustment. The Units shall be sold in the Public Offering pursuant to
WARRANT AGREEMENT between AURORA TECHNOLOGY ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • February 8th, 2022 • Aurora Technology Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 7, 2022 is by and between Aurora Technology Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 20th, 2024 • Dih Holding Us, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 7, 2024 is made and entered into by and among, (i) Aurora Technology Acquisition Corp., a Delaware corporation (formerly a Cayman Islands exempted company) (the “Company”), (ii) ATAC Sponsor LLC, a Delaware limited liability company, the sponsor of the Company (the “Sponsor”), (iii) Maxim Group LLC (the “Representative”), (iv) the Sponsor equityholders as set forth on Exhibit A hereto (the “Sponsor Equityholders”), (v) certain equityholders designated on Exhibit B hereto (the “Eligible Equityholders”) and (vi) any other parties listed on the signature pages hereto and any other person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, (each of the Sponsor, Representative, Sponsor Equityholders, Eligible Equityholders, and such other parties listed on the signature page hereto or become a party to this Agreement, individually a “Holder”, and
BUSINESS COMBINATION AGREEMENT by and among AURORA TECHNOLOGY ACQUISITION CORP., AURORA TECHNOLOGY MERGER SUB CORP. AND DIH HOLDING US, INC. Dated as of February 26, 2023Business Combination Agreement • February 28th, 2023 • Aurora Technology Acquisition Corp. • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT, dated as of February 26, 2023 (this “Agreement”), by and among Aurora Technology Acquisition Corp., a Cayman Islands exempted company (“SPAC”), Aurora Technology Merger Sub Corp., a Nevada corporation (“Merger Sub”), and DIH Holding US, Inc., a Nevada corporation (the “Company”).
AURORA TECHNOLOGY ACQUISITION CORP. 3rd Floor, One Capital Place, PO Box 10190 George Town, Grand Cayman, KY1-1002 Cayman IslandsAdministrative Services Agreement • February 8th, 2022 • Aurora Technology Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Aurora Technology Acquisition Corp. (the “Company”), ATAC Sponsor LLC (the “Sponsor”) and ATAC Manager LLC, an affiliate of the Sponsor (“ATAC Manager”), 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 (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”):
JavaScript must be activated!Credit Agreement • November 8th, 2023 • Aurora Technology Acquisition Corp. • Surgical & medical instruments & apparatus
UBS Serial no. 0202-00632294Master Credit Agreement • November 8th, 2023 • Aurora Technology Acquisition Corp. • Surgical & medical instruments & apparatus
FORM OF DIRECTOR INDEMNITY AGREEMENTDirector Indemnity Agreement • February 8th, 2022 • Aurora Technology Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [__], 2021, by and between Aurora Technology Acquisition Corp., a Cayman exempted company (the “Company”), and (“Indemnitee”).
Addendum to Credit Agreement dated July 8, 2016 UBS Switzerland AG Postfach [PO Box] 1210 8401 Winterthur Tel. +41-44-236 94 94 ubs.comCredit Agreement • November 8th, 2023 • Aurora Technology Acquisition Corp. • Surgical & medical instruments & apparatus
Credit Agreement Swiss GOV Loan PLUS UBS Switzerland AG Postfach [PO Box] 1509 8610 Uster Tel. +41-44-237 40 58 ubs.comCredit Agreement • November 8th, 2023 • Aurora Technology Acquisition Corp. • Surgical & medical instruments & apparatus
FRAMEWORK AGREEMENT FOR LOANS between HOCOMA AG, lndustriestrasse 4, 8604 VolketswilFramework Agreement for Loans • November 8th, 2023 • Aurora Technology Acquisition Corp. • Surgical & medical instruments & apparatus
- as a current account overdraft on all existing and future accounts in CHF and/or in any other freely convertible foreign currencies up to a total amount of CHF 7’600’000.00
UBS Banking relationshipCredit Agreement • November 8th, 2023 • Aurora Technology Acquisition Corp. • Surgical & medical instruments & apparatus
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 28th, 2023 • Aurora Technology Acquisition Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Agreement”), dated as of February 26, 2023, is being entered into by and among ATAC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), the other persons set forth on Schedule I hereto (together with the Sponsor, each, a “SPAC Holder Party” and, collectively, the “SPAC Holder Parties”), Aurora Technology Acquisition Corp., a Cayman Islands exempted company (“SPAC”), and DIH Holding US, Inc., a Nevada corporation, together with its subsidiaries, affiliates and divisions (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 28th, 2023 • Aurora Technology Acquisition Corp. • Surgical & medical instruments & apparatus • New York
THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of July 27, 2023, by and between Aurora Technology Acquisition Corp., a Cayman Islands exempted company (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).
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 6th, 2023 • Aurora Technology Acquisition Corp. • Blank checks • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of February 3, 2023, by and between Aurora Technology Acquisition Corp., a Cayman Islands exempted company (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).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • February 28th, 2023 • Aurora Technology Acquisition Corp. • Blank checks • Delaware
This Stockholder Support Agreement (this “Agreement”), dated as of February , 2023, is being entered into by and among the persons set forth on Schedule I hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), Aurora Technology Acquisition Corp., a Cayman Islands exempted company (“SPAC”), and DIH Holding US, Inc., a Nevada corporation, together with its subsidiaries, affiliates and divisions (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
LOCK-UP AGREEMENTLock-Up Agreement • June 7th, 2024 • Dih Holding Us, Inc. • Surgical & medical instruments & apparatus
Re: Private Placement of Debentures by DIH Holding US, Inc. (the “Company”) pursuant to Securities Purchase Agreement dated on or about June 6, 2024
Employment ContractEmployment Agreement • November 4th, 2024 • Dih Holding Us, Inc. • Surgical & medical instruments & apparatus
SUBSCRIPTION AGREEMENTSubscription Agreement • July 15th, 2024 • Dih Holding Us, Inc. • Surgical & medical instruments & apparatus
The undersigned (the "Investor") has agreed to purchase shares (the "Shares") of Class A common stock, par value $0.0001 per share (the "Common Stock"), of DIH Holding US, Inc., a Delaware corporation ("DIH"), for a purchase price of$ 10.00 per share (the "Per Share Purchase Price"). The aggregate purchase price to be paid by the Investor for the subscribed Shares (as set forth on the signature page hereto) is referred to herein as the "Subscription Amount." By executing this agreement (this "Subscription Agreement"), the Investor is agreeing to purchase an aggregate amount of 150,000 Shares, at a per share price equal to the Per Share Purchase Price for an aggregate subscription price ofUS$1,500,000.
Deposit Account Control Agreement (Blocked)Deposit Account Control Agreement • June 7th, 2024 • Dih Holding Us, Inc. • Surgical & medical instruments & apparatus • Pennsylvania
This Deposit Account Control Agreement (this “Agreement”), dated as of June __, 2024 (the “Effective Date”), is entered into by and among DIH US Holding, Inc., a Delaware corporation (“Depositor”), Five Narrow Lane L.P., a Delaware limited partnership, as secured party or collateral agent thereof (“Secured Party”), and Customers Bank, a Pennsylvania state-chartered bank (“Bank”).
