THIS INDEMNITY AGREEMENT (this “Agreement”) is made on [●], 2023. Between: Whereas:Indemnification Agreement • February 9th, 2023 • Keen Vision Acquisition Corp. • Virgin Islands
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [●], 2023 between the Company and Indemnitee pursuant to the underwriting agreement (“Underwriting Agreement”) between the Company and the underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 27th, 2023 • Keen Vision Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 24, 2023, is made and entered into by and among Keen Vision Acquisition Corporation, a British Virgin Islands business company (the “Company”), KVC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and each additional undersigned party listed on the signature page hereto, if any (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”).
KEEN VISION ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • July 27th, 2023 • Keen Vision Acquisition Corp. • Blank checks • New York
Keen Vision Acquisition Corporation, a British Virgin Islands business company with limited liability (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 5th, 2024 • Keen Vision Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [ ], 2024, by and among Medera Inc., a Cayman Islands exempted company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • July 27th, 2023 • Keen Vision Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 24, 2023, is by and between Keen Vision Acquisition Corporation, a British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
THIS INDEMNITY AGREEMENT (this “Agreement”) is made on July 24, 2023. Between: Whereas:Indemnification & Liability • July 27th, 2023 • Keen Vision Acquisition Corp. • Blank checks • Virgin Islands
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of July 24, 2023 between the Company and Indemnitee pursuant to the underwriting agreement (“Underwriting Agreement”) between the Company and the underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
Keen Vision Acquisition Corporation Summit, New Jersey 07901 EF Hutton, division of Benchmark Investments, LLC New York, NY 10022 Brookline Capital Markets, a division of Arcadia Securities, LLC New York, NY 10022Underwriting Agreement • February 9th, 2023 • Keen Vision Acquisition Corp.
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Keen Vision Acquisition Corporation, a British Virgin Islands business company (the “Company”), and EF Hutton, division of Benchmark Investments, LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”) and one redeemable warrant (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 17 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 27th, 2023 • Keen Vision Acquisition Corp. • Blank checks
Keen Vision Acquisition CorporationPrivate Unit Purchase Agreement • July 10th, 2023 • Keen Vision Acquisition Corp. • Blank checks
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 10th, 2023 • Keen Vision Acquisition Corp. • Blank checks
COMPANY SUPPORT AGREEMENTCompany Support Agreement • September 5th, 2024 • Keen Vision Acquisition Corp. • Blank checks
This COMPANY SUPPORT AGREEMENT, dated as of September 3, 2024 (this “Agreement”), is entered into by and among the shareholder(s) listed on Exhibit A hereto (each, a “Shareholder”), Medera Inc., a Cayman Islands company (the “Company”), and Keen Vision Acquisition Corporation, a British Virgin Islands exempted company limited by shares (“Parent”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
Keen Vision Acquisition Corporation Summit, New Jersey 07901 EF Hutton, division of Benchmark Investments, LLC New York, NY 10022Underwriting Agreement • July 27th, 2023 • Keen Vision Acquisition Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Keen Vision Acquisition Corporation, a British Virgin Islands business company (the “Company”), and EF Hutton, division of Benchmark Investments, LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”) and one redeemable warrant (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 17 hereof.
Administrative Services AgreementAdministrative Services Agreement • February 9th, 2023 • Keen Vision Acquisition Corp.
This Administrative Services Agreement (the “Agreement”) dated this [ ] day of [ ], 2023 is between KVC Sponsor LLC, herein referred to as “Service Provider” and Keen Vision Acquisition Corporation, herein referred to as “Customer”.
MERGER AGREEMENT dated September 3, 2024 by and between Medera Inc.,Merger Agreement • September 5th, 2024 • Keen Vision Acquisition Corp. • Blank checks • Delaware
MERGER AGREEMENT dated as of September 3, 2024 (this “Agreement”), by and between Medera Inc., a Cayman Islands exempted company (the “Company”) and Keen Vision Acquisition Corporation, a British Virgin Islands business company limited by shares (“Parent”). Parent and the Company are sometimes referred to herein as a “Party” or collectively as the “Parties”.
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 9th, 2023 • Keen Vision Acquisition Corp. • New York
STOCK ESCROW AGREEMENT, dated as of [ ], 2023 (“Agreement”), by and among Keen Vision Acquisition Corporation, a British Virgin Islands company (the “Company”), the initial securityholders listed on Exhibit A attached hereto (each, an “Initial Securityholder” and collectively the “Initial Securityholders”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Escrow Agent”).
JOINDER AGREEMENTJoinder Agreement • November 4th, 2024 • Keen Vision Acquisition Corp. • Blank checks • Delaware
This JOINDER AGREEMENT, made and entered into as of September 16, 2024 (this “Joinder Agreement”), by and among Keen Vision Acquisition Corporation, a British Virgin Islands business company (“Parent”), Medera Inc., a Cayman Islands exempted company (the “Company”), KVAC (Cayman) Limited, a Cayman Islands exempted company and wholly owned subsidiary of the Parent (“Acquirer”) and KVAC MS (Cayman) Limited, a Cayman Islands exempted company and wholly owned subsidiary of Acquirer (“Merger Sub”). Reference is made to that certain Merger Agreement (the “Merger Agreement”), dated as of September 3, 2024, entered into by and between Parent and the Company. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • September 5th, 2024 • Keen Vision Acquisition Corp. • Blank checks
This SPONSOR SUPPORT AGREEMENT, dated as of September 3, 2024 (this “Agreement”), is entered into by and among the shareholder(s) listed on Exhibit A hereto (each, a “Shareholder”), Medera Inc., a Cayman Islands company (the “Company”), and Keen Vision Acquisition Corporation, a British Virgin Islands exempted company limited by shares (“Parent”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
LOCK-UP AGREEMENTLock-Up Agreement • September 5th, 2024 • Keen Vision Acquisition Corp. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [ ], 2024, by and between the undersigned (each, the “Holder”) and [Medera Inc.], a British Virgin Islands business company limited by shares (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
Administrative Services AgreementAdministrative Services Agreement • July 27th, 2023 • Keen Vision Acquisition Corp. • Blank checks
This Administrative Services Agreement (the “Agreement”) dated this 24th day of July, 2023 is between KVC Sponsor LLC, herein referred to as “Service Provider” and Keen Vision Acquisition Corporation, herein referred to as “Customer”.
July 24, 2023Private Placement Unit Purchase Agreement • July 27th, 2023 • Keen Vision Acquisition Corp. • Blank checks
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 30th, 2024 • Keen Vision Acquisition Corp. • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of October 25, 2024, to the Investment Management Trust Agreement (as defined below) is made by and between Keen Vision Acquisition Corporation, a British Virgin Island corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 27th, 2023 • Keen Vision Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of July 24, 2023 (“Agreement”), by and among Keen Vision Acquisition Corporation, a British Virgin Islands company (the “Company”), the initial securityholders listed on Exhibit A attached hereto (each, an “Initial Securityholder” and collectively the “Initial Securityholders”) and Continental Stock Transfer & Trust Company, a New York Limited Purpose Trust Company (the “Escrow Agent”).
