AMENDMENT NO. 1 TO LETTER AGREEMENT
Exhibit 10.3
Execution Version
AMENDMENT NO. 1 TO LETTER AGREEMENT
This Amendment No. 1 to that certain Letter Agreement (this “Amendment”) is made and entered into effective as of May 1, 2023, by and between Galata Acquisition Corp., a Cayman Islands exempted company (“SPAC”), and the undersigned individuals, each of each of whom is a member of SPAC’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Letter Agreement (as defined below).
WHEREAS, SPAC entered into that certain Underwriting Agreement, dated July 8, 2021 (the “Underwriting Agreement”) with X. Xxxxx Securities, Inc. in connection with SPAC’s IPO; and
WHEREAS, in order to induce SPAC and the Underwriters to enter into the Underwriting Agreement and proceed with the IPO, SPAC and the Insiders agreed to be bound by the terms of that certain Letter Agreement, dated July 8, 2021 (the “Letter Agreement”), by and between SPAC and the Insiders.
NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in accordance with the terms of the Letter Agreement, the parties hereto, intending to be legally bound, do hereby agree as follows:
1. Amendment. The parties hereby agree to amend the Letter Agreement as follows:
| a. | Paragraph 4 of the Letter Agreement is hereby deleted in its entirety. |
| b. | Paragraph 15 of the Letter Agreement is hereby deleted in its entirety and replaced with the following: |
“This Letter Agreement shall terminate on the liquidation of the Company.”
2. Miscellaneous. The parties hereto hereby agree that Sections 11, 13, 14, and 16 of the Letter Agreement shall apply to this Amendment, mutatis mutandis. Except as expressly provided in this Amendment, all of the terms and provisions in the Letter Agreement are and shall remain unchanged and in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Letter Agreement, or any other right, remedy, power or privilege of any party, except as expressly set forth herein. Any reference to the Letter Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Letter Agreement, as amended by this Amendment. The Letter Agreement, as amended by this Amendment, and the documents or instruments attached hereto or thereto or referenced herein or therein constitute the entire agreement between the parties with respect to the subject matter of the Letter Agreement, and supersede all prior agreements and understandings, both oral and written, between the parties with respect to its subject matter.
{The remainder of this page is intentionally blank; the next page is the signature page.}
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.
| SPAC | ||
| GALATA ACQUISITION CORP. | ||
| By: | ||
| Name: Xxxxxx Xxxxxxxx | ||
| Title: President | ||
[Signature Page to Amendment No. 1 to Letter Agreement]
| INSIDERS | ||
| XXXXX XXXX | ||
| By: | ||
| Name: Xxxxx Xxxx | ||
| XXXXXX XXXXXXXX | ||
| By: | ||
| Name: Xxxxxx Xxxxxxxx | ||
| XXXXXXX XXXXXX | ||
| By: | ||
| Name: Xxxxxxx Xxxxxx | ||
| XXXX X. XXXX | ||
| By: | ||
| Name: Xxxx X. Xxxx | ||
| XXXXXXX XXXXXX | ||
| By: | ||
| Name: Xxxxxxx Xxxxxx | ||
| XXX XXXXXXX | ||
| By: | ||
| Name: Xxx Xxxxxxx | ||
[Signature Page to Amendment No. 1 to Letter Agreement]
