ONS Acquisition Corp. 15,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • November 29th, 2021 • ONS Acquisition Corp. • Blank checks • New York
ONS Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom Ladenburg Thalmann & Co. Inc. is acting as Representative (the “Representative”), an aggregate of 15,000,000 units of the Company (the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,250,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed in Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this agreement (this “Agreement”) and not otherwise defined are defin
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • November 29th, 2021 • ONS Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [__], 2021, is made and entered into by and among ONS Acquisition Corp., a Cayman Islands exempted company (the “Company”), ONS Acquisition Management LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
ONS Acquisition Corp. Beverly Hills, CA 90210Underwriting Agreement • November 29th, 2021 • ONS Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between ONS Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Ladenburg Thalmann & Co. Inc. as the representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 17,250,000 of the Company’s units (including 2,250,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration sta
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 29th, 2021 • ONS Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [__], 2021, is entered into by and between ONS Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ONS Acquisition Management LLC, a Cayman Islands limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 29th, 2021 • ONS Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [__], 2021 by and between ONS Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 29th, 2021 • ONS Acquisition Corp. • Blank checks • Delaware
THIS SECURITIES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits, if any, referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and among ONS Acquisition Corp. (the “Company”), ONS Acquisition Management LLC (the “Sponsor”) and Ladenburg Thalmann & Co. Inc. (the “Representative”).
ONS ACQUISITION CORP.Office Space and Support Services Agreement • November 29th, 2021 • ONS Acquisition Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of ONS Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), ONS Acquisition Sponsor LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, administrative and support services as may be required by the Company from time to time, situated at [address] (or any successor location). In exchange therefor the Company shall pay the Sponsor a sum of $1,200,000 (payable $50,000 monthly beginning on the Effective Date, with any remaining balance payable upon the closing
