0001575705-21-000492 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • August 3rd, 2021 • Bannix Acquisition Corp. • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, 2021, by and between Bannix Acquisition Corp., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 3rd, 2021 • Bannix Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT by and among Bannix Acquisition Corp., a Delaware corporation (the “Company”), Bannix Management LLP, a Delaware limited partnership, and Suresh Yezhuvath (collectively, 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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

WARRANT AGREEMENT
Warrant Agreement • August 3rd, 2021 • Bannix Acquisition Corp. • Blank checks • New York

This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between Bannix Acquisition Corp., a Delaware corporation, with offices at 300 Tice Boulevard, Suite 315, Woodcliff Lake, New Jersey 07677 (“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 AGREEMENT
Investment Management Trust Agreement • August 3rd, 2021 • Bannix Acquisition Corp. • Blank checks • New York

Pursuant to Section 1(k) of the Investment Management Trust Agreement between Bannix Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

Bannix Acquisition Corp. Woodcliff Lake, New Jersey 07677 Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • August 3rd, 2021 • Bannix Acquisition Corp. • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Bannix Acquisition Corp., a Delaware corporation (the “Company”) and I-Bankers Securities, Inc. (“I-Bankers”) as representative of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 5,750,000 of the Company’s units (including up to 750,000 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 $0.01 per share (the “Common Stock”), one right (the “Rights”) and one redeemable warrant. Each Right entitles the holder to receive one-tenth of one share of Common Stock upon consummation of the initial business combination. Each warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Commo

BANNIX ACQUISITION CORP. UNDERWRITING AGREEMENT
Bannix Acquisition Corp. • August 3rd, 2021 • Blank checks • New York

Bannix Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with I-Bankers Securities, Inc. (the “Representative”), as representative of the several underwriters set forth on Schedule A (collectively, the “Underwriters” or, each individually, an “Underwriter”) attached to this agreement (this “Agreement”), as follows:

I-Bankers Securities, Inc. 535 5th Avenue, 4th fl. New York, NY 10017 USA
Bannix Acquisition Corp. • August 3rd, 2021 • Blank checks • New York

This is to confirm our agreement (this “Agreement”) whereby Bannix Acquisition Corp., a Delaware corporation (“Company”), has requested I-Bankers Securities, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-253324) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).

Loan Agreement
Loan Agreement • August 3rd, 2021 • Bannix Acquisition Corp. • Blank checks

This Agreement is entered into today, the 12th day of April 2021 by and between Bannix Acquisition Corp., a company duly incorporated under the laws of Delaware with its office at 300 Tice Boulevard Suite 315, Woodcliff Lake, NJ 07677, hereinafter called “Borrower” of the FIRST PART

RIGHTS AGREEMENT
Rights Agreement • August 3rd, 2021 • Bannix Acquisition Corp. • Blank checks • New York

This Rights Agreement (this “Agreement”) is made as of __________, 2021 between Bannix Acquisition Corp., a Delaware corporation, with offices at 300 Tice Boulevard, Suite 315, Woodcliff Lake, New Jersey 07677 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • August 3rd, 2021 • Bannix Acquisition Corp. • Blank checks

This Subscription Agreement entered into today, the 15th of June 2021 sets forth the terms of the agreement between Bannix Acquisition Corp. (the “Company”), a Delaware incorporated blank check Company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), which intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”), Bannix Management LLP and Suresh Yezhuvath (collectively, the “Initial Stockholders”) and Sea Otter Holdings LLC BD Series (the “Investor”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • August 3rd, 2021 • Bannix Acquisition Corp. • Blank checks

This Subscription Agreement (“Agreement”) entered into today, the 15th day of July 2021 sets forth the terms of the agreement between Bannix Acquisition Corp. (the “Company”), a Delaware incorporated blank check Company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), which intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”), Bannix Management LLP and Suresh Yezhuvath (collectively, the “Initial Stockholders”) and Better Works LLC (the “Investor”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • August 3rd, 2021 • Bannix Acquisition Corp. • Blank checks

The undersigned hereby subscribes for ______ shares of common stock, par value $0.01 per share (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $________ to the Company.

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT
Private Placement Units Purchase Agreement • August 3rd, 2021 • Bannix Acquisition Corp. • Blank checks • Delaware

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Bannix Acquisition Corp., a Delaware corporation (the “Company” and, Suresh Yezhuvath, a resident of ________ (“Purchaser”).

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