UNDERWRITING AGREEMENT among DYNAMIX CORPORATION and COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF J.V.B. FINANCIAL GROUP, LLC and SEAPORT GLOBAL SECURITIES LLC As Representatives of the Underwriters Dated: [●], 2024Underwriting Agreement • October 10th, 2024 • Dynamix Corp • Blank checks • New York
The undersigned, Dynamix Corporation, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”) and Seaport Global Securities LLC (“Seaport” and collectively with CCM, “Representatives” and each, a “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only the Representatives are listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representatives) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 10th, 2024 • Dynamix Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _______, 2024, is made and entered into by and among Dynamix Corporation, a Cayman Islands exempted company (the “Company”), DynamixCore Holdings, LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC and Seaport Global Securities LLC (the “Representatives”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and the Representatives and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENTWarrant Agreement • October 10th, 2024 • Dynamix Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of __________, 2024, is by and between Dynamix Corporation, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 10th, 2024 • Dynamix Corp • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the _____________ day of _____ 2024, by and between Dynamix Corporation, a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, and Seaport Global Securities LLC (collectively, the “Subscriber”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 10th, 2024 • Dynamix Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of ____________, 2024 by and between Dynamix Corporation, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a New York corporation (the “Trustee”).
