VITAL HUMAN CAPITAL, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 25th, 2021 • Vital Human Capital, Inc. • Blank checks • New York
The undersigned, Vital Human Capital, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with A.G.P./Alliance Global Partners (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as the representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • August 25th, 2021 • Vital Human Capital, Inc. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between Vital Human Capital, Inc., a Delaware corporation, with offices at 501 Brickell Key Drive, Suite 300, Miami, FL 33131 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”). |
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 25th, 2021 • Vital Human Capital, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_____], 2021, by and between Vital Human Capital, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 25th, 2021 • Vital Human Capital, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_____], 2021, is made and entered into by and among Vital Human Capital, Inc., a Delaware corporation (the “Company”), ShiftPixy Investments, Inc., a Wyoming corporation (the “Sponsor”), A.G.P./Alliance Global Partners (the “Representative”, and together with the Sponsor and any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
Vital Human Capital, Inc. Miami, FL 33135-3250Letter Agreement • August 25th, 2021 • Vital Human Capital, Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Vital Human Capital, Inc. a Delaware corporation (the “Company”), and A.G.P./Alliance Global Partners, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and one-half of one redeemable warrant. Each whole Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S
FORFEITURE AGREEMENTForfeiture Agreement • August 25th, 2021 • Vital Human Capital, Inc. • Blank checks • New York
This Forfeiture Agreement (this “Agreement”) is entered into as of August 2, 2021, by and between A.G.P./Alliance Global Partners (the “Transferor”) and Vital Human Capital, Inc. (the “Transferee”).
AMENDMENT TO STOCK TRANSFER AGREEMENTStock Transfer Agreement • August 25th, 2021 • Vital Human Capital, Inc. • Blank checks
This Amendment to the Stock Transfer Agreement (defined below), dated as of August [_], 2021 (this “Amendment”), is by and between A.G.P./Alliance Global Partners (“A.G.P.”) and ShiftPixy Investment, Inc. (“ShiftPixy,” and together with A.G.P., the “Parties”). Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Stock Transfer Agreement.
FORFEITURE AGREEMENTForfeiture Agreement • August 25th, 2021 • Vital Human Capital, Inc. • Blank checks • New York
This Forfeiture Agreement (this “Agreement”) is entered into as of August [_], 2021, by and between ShiftPixy Investments, Inc. (the “Transferor”) and Vital Human Capital, Inc. (the “Transferee”).
