REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 30th, 2024 • Focus Impact Acquisition Corp. • Investors, nec
REGISTRATION RIGHTS AGREEMENT (this "Registration Rights Agreement"), effective as of October 29, 2024, is entered into between Karbon-X Corp., a Nevada corporation (“Seller”), and Focus Impact Acquisition Corp., a Delaware corporation (the “Company” or “FIAC”), in connection with the Business Combination Agreement, dated September 12, 2023, as amended by the first amendment thereto, dated as of May 1, 2024, and as further amended by the second amendment thereto, dated as of August 10, 2024 (as the same maybe further amended, the “Business Combination Agreement,” and the transactions contemplated thereby, the “Business Combination”), by and among the Company, Focus Impact Amalco Sub Ltd. (“Amalco Sub”), a company existing under the laws of the Province of British Columbia, and DevvStream Holdings Inc. (“DevvStream”), a company existing under the Laws of the Province of British Columbia, pursuant to which, among other things, the Company is expected to continue from the State of Delawar
PURCHASE AGREEMENTPurchase Agreement • October 30th, 2024 • Focus Impact Acquisition Corp. • Investors, nec • New York
THIS PURCHASE AGREEMENT (this “Agreement”), dated as of October 29, 2024, is made by and between HELENA GLOBAL INVESTMENT OPPORTUNITIES I LTD. (the “Investor”), FOCUS IMPACT ACQUISITION CORP., a Delaware corporation (the “Company”), and Focus Impact Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • October 30th, 2024 • Focus Impact Acquisition Corp. • Investors, nec • Delaware
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of October 29, 2024, by and among Focus Impact Acquisition Corp., a Delaware corporation (the “FIAC”), DevvStream Holdings Inc., a company existing under the laws of the Province of British Columbia (“DevvStream”), Crestmont Investments LLC, a Delaware limited liability company (the “Owner”). Each of the parties hereto are referred to as a “Party” and collectively, the “Parties”.
AMENDMENT NO. 2 TO SPONSOR SIDE LETTERSponsor Side Letter • October 30th, 2024 • Focus Impact Acquisition Corp. • Investors, nec
This Amendment No. 2 (this “Amendment”), dated as of October 29, 2024 (the “Effective Date”) to the Sponsor Side Letter (as defined below) is entered into by and among (i) Focus Impact Acquisition Corp., a Delaware corporation (the “Company”), and (ii) Focus Impact Sponsor, LLC, a Delaware limited liability company (“Sponsor”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Sponsor Side Letter.
SUBSCRIPTION AGREEMENTSubscription Agreement • October 30th, 2024 • Focus Impact Acquisition Corp. • Investors, nec
This Subscription Agreement (this “Agreement”) is being entered into as of the date set forth on the signature page hereto, by and among Focus Impact Acquisition Corp., a Delaware corporation (the “Company” or “FIAC”), Focus Impact Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned investor (the “Investor”), in connection with the Business Combination Agreement, dated September 12, 2023, as amended by the first amendment thereto, dated as of May 1, 2024, and as further amended by the second amendment thereto, dated as of August 10, 2024 (as the same maybe further amended, the “Business Combination Agreement,” and the transactions contemplated thereby, the “Business Combination”), by and among the Company, Focus Impact Amalco Sub Ltd. (“Amalco Sub”), a company existing under the laws of the Province of British Columbia, and DevvStream Holdings Inc. (“DevvStream”), a company existing under the Laws of the Province of British Columbia, pursuant to whic
WAIVER OF CLOSING CONDITIONSWaiver of Closing Conditions • October 30th, 2024 • Focus Impact Acquisition Corp. • Investors, nec
Reference is hereby made to that certain Business Combination Agreement, dated as of September 12, 2023, as amended by Amendment No. 1 to Business Combination Agreement, dated as of May 1, 2024, and Amendment No. 2 to Business Combination Agreement, dated as of August 10, 2024 (collectively, the “Agreement”), by and between Focus Impact Acquisition Corp., a Delaware corporation (“SPAC”), Focus Impact Amalco Sub Ltd., a company existing under the Laws of the Province of British Columbia (“Amalco Sub”), and DevvStream Holdings Inc., a company existing under the Laws of the Province of British Columbia (the “Company”). Capitalized terms used in this Waiver of Closing Conditions (this “Waiver”) that are not otherwise defined herein shall have the respective meanings set forth in the Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • October 30th, 2024 • Focus Impact Acquisition Corp. • Investors, nec
This Subscription Agreement (this “Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Focus Impact Acquisition Corp., a Delaware corporation (the “Company” or “FIAC”), and the undersigned investor (the “Investor”), in connection with the Business Combination Agreement, dated September 12, 2023, as amended by the first amendment thereto, dated as of May 1, 2024, and as further amended by the second amendment thereto, dated as of August 10, 2024 (as the same maybe further amended, the “Business Combination Agreement,” and the transactions contemplated thereby, the “Business Combination”), by and among the Company, Focus Impact Amalco Sub Ltd. (“Amalco Sub”), a company existing under the laws of the Province of British Columbia, and DevvStream Holdings Inc. (“DevvStream”), a company existing under the Laws of the Province of British Columbia, pursuant to which, among other things, the Company is expected to continue from the State of De
