SHARE SURRENDER AGREEMENT
Exhibit 10.3
THIS SHARE SURRENDER AGREEMENT (this “Agreement”) is made as of January 24, 2022, by and between Xxxxxx Acquisition I Corp., a Delaware corporation (the “Company”), Xxxxxx SPAC Holding, LLC, a Delaware limited liability company (the “Sponsor,” a “Stockholder”).
WHEREAS, in March, 2021, the Sponsor acquired 2,875,000 shares of common stock, par value 0.0001 per share of the Company (the “Common Stock”).
WHEREAS, the Company is contemplating an initial public offering and the Stockholder has deemed it appropriate to surrender to the Company certain shares (the “Shares”) of Common Stock, as set forth on Schedule A hereto.
NOW, THEREFORE, in consideration for their mutual promises and intending to be legally bound, the parties agree as follows:
1. Surrender of Shares
(a) Surrender and Acceptance by Company. The Stockholder hereby surrenders (the “Surrender”) to the Company, and the Company hereby accepts from the Stockholder, the Shares, free and clear of any liens, mortgages, adverse claims, charges, security interests, encumbrances, any interest of any third party or other restrictions or limitations whatsoever of any kind.
(b) Effective Time of Surrender. The Surrender shall become effective immediately upon the execution of this Agreement.
2. Applicable Law. This Agreement shall be governed by the laws of the State of New York without regard to the rules of conflict of laws of such state that would cause the laws of another jurisdiction to apply.
3. Entire Agreement; Amendments. This Agreement and the documents contemplated hereby represent the entire agreement among the parties hereto with respect to the subject matter hereof, and no amendment hereto shall be effective unless in writing and signed by the party sought to be charged thereby.
4. Counterparts; Facsimile Signature. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. Facsimile and other electronically scanned signatures shall be deemed originals for all purposes of this Agreement.
5. Benefits; Binding Effect. This Agreement shall be for the benefit of and binding upon the parties hereto and their respective heirs, personal representatives, legal representatives, successors and, where permitted and applicable, assigns, including, without limitation, any successor to the Company, Sponsor A or Sponsor B, whether by merger, consolidation, sale of stock, sale of assets or otherwise.
6. Representations and Warranties. Sponsor is the sole registered owner of the Shares. Sponsor has full and valid title to the Shares to be delivered to the Sponsor, and there will be no existing impediment to the transfer of such Shares to the Company. The Shares are free and clear of all liens, charges, and encumbrances. The Sponsor has the right, power, legal capacity and authority to enter into this Agreement and transfer the Shares, free and clear of any statutory, contractual, or other limitations and to enter into and perform his obligations under this Agreement. No consents or approvals are necessary in connection with this Agreement.
[Signatures Page Follows]
[Signature Page to Share Surrender Agreement]
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.
| Xxxxxx Acquisition I Corp. | |||
| By: | /s/ Xxxxx Xxx | ||
| Name: | Xxxxx Xxx | ||
| Title: | CEO | ||
| Xxxxxx SPAC Holding, LLC | |||
| By: | /s/ Xxxxxxx Xxxxx | ||
| Name: | Xxxxxxx Xxxxx | ||
| Title: | Authorized Signatory | ||
Schedule A
| Stockholder | Number of Shares Surrendered | |||
| Xxxxxx SPAC Holding, LLC | 1,150,000 | |||
