REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 10th, 2024 • Dynamix Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _______, 2024, is made and entered into by and among Dynamix Corporation, a Cayman Islands exempted company (the “Company”), DynamixCore Holdings, LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC and Seaport Global Securities LLC (the “Representatives”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and the Representatives 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”).
Dynamix Corporation PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman IslandsSecurities Subscription Agreement • July 8th, 2024 • Dynamix Corp • New York
Dynamix Corporation, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer DyanmixCore Holdings, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 5,750,000 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 750,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), Class B Ordinary Shares will convert into Class A Ordinary Shares on a one-for-on
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 12th, 2024 • Dynamix Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of ____________, 2024 by and between Dynamix Corporation, a Cayman Islands exempted company (the “Company”), and [Continental Stock Transfer & Trust Company, a New York corporation] (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • October 10th, 2024 • Dynamix Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of __________, 2024, is by and between Dynamix Corporation, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 12th, 2024 • Dynamix Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of ____, 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Dynamix Corporation, a Cayman Islands exempted company (the “Company”), and DynamixCore Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 10th, 2024 • Dynamix Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of ____________, 2024 by and between Dynamix Corporation, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 10th, 2024 • Dynamix Corp • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the _____________ day of _____ 2024, by and between Dynamix Corporation, a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, and Seaport Global Securities LLC (collectively, the “Subscriber”).
UNDERWRITING AGREEMENT among DYNAMIX CORPORATION and COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF J.V.B. FINANCIAL GROUP, LLC and SEAPORT GLOBAL SECURITIES LLC As Representatives of the Underwriters Dated: [●], 2024Underwriting Agreement • October 10th, 2024 • Dynamix Corp • Blank checks • New York
The undersigned, Dynamix Corporation, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”) and Seaport Global Securities LLC (“Seaport” and collectively with CCM, “Representatives” and each, a “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only the Representatives are listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representatives) as follows:
Dynamix Corporation 1815 Central Park Drive Suite 1000, PMB 380 Steamboat Springs, Colorado 80487-8886Underwriting Agreement • July 8th, 2024 • Dynamix Corp
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Dynamix Corporation, a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 17,250,000 of the Company’s units (including up to 2,250,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Off
FORM OF INDEMNITY AGREEMENTIndemnification & Liability • August 12th, 2024 • Dynamix Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_], 2024, by and between Dynamix Corporation, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
Dynamix CorporationAdministrative Services Agreement • August 12th, 2024 • Dynamix Corp • Blank checks
This letter agreement by and between Dynamix Corporation (the “Company”) and Volta Tread LLC (the “Services Provider”), an affiliate of our sponsor, DynamixCore Holdings, LLC (“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 Nasdaq Global 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 and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
