WARRANT AGREEMENTWarrant Agreement • July 8th, 2024 • Dynamix Corp • 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 Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
Dynamix Corporation PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman IslandsDynamix Corp • July 8th, 2024 • 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
Dynamix Corporation 1815 Central Park Drive Suite 1000, PMB 380 Steamboat Springs, Colorado 80487-8886Letter 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
