Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to supplementally furnish to the SEC upon request any omitted schedule or exhibit. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 1st, 2024 • MultiSensor AI Holdings, Inc. • Optical instruments & lenses • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 27, 2024 (the “Subscription Date”), between MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
PLACEMENT AGENCY AGREEMENT June 27, 2024Placement Agency Agreement • July 1st, 2024 • MultiSensor AI Holdings, Inc. • Optical instruments & lenses • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 1st, 2024 • MultiSensor AI Holdings, Inc. • Optical instruments & lenses
This Registration Rights Agreement (this “Agreement”) is dated as of July 1, 2024, between MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
VOTING AGREEMENTVoting Agreement • July 1st, 2024 • MultiSensor AI Holdings, Inc. • Optical instruments & lenses • Delaware
This Voting Agreement (this “Agreement”), dated as of July 1, 2024, is by and among MultiSensor AI Holdings, Inc., a Delaware corporation with offices located at 2105 West Cardinal Drive, Beaumont, Texas 77705 (the “Company”), and each Person listed on Schedule A hereto (each, a “Key Holder” and, collectively with the Company, the “Parties”). Except as otherwise defined herein, capitalized terms have the meanings given to them in the Purchase Agreement (as defined below).
6,250,000 Shares MULTISENSOR AI HOLDINGS, INC. COMMON STOCK PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT June 27, 2024Underwriting Agreement • July 1st, 2024 • MultiSensor AI Holdings, Inc. • Optical instruments & lenses • New York
MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement with Roth Capital Partners, LLC (“Roth”) and each of the other underwriters named in Schedule I hereto (collectively, the “Underwriters”) for whom Roth is acting as the representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) set forth in Schedule I hereto (the “Firm Shares”), and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the over-allotment option described in Section 2(b) hereof to purchase all or any part of 937,500 additional shares of Common Stock (the “Option Shares”), solely to cover such over-allotment, if and to the extent the Representative shall have determined to exercise, on behalf of the Underwriters, the right t
