COMPANY SUPPORT AGREEMENTCompany Support Agreement • March 12th, 2024 • Focus Impact BH3 Acquisition Co • Blank checks • Delaware
THIS COMPANY SUPPORT AGREEMENT (this “Agreement”), dated as of March 11, 2024, is made by and among XCF Global Capital, Inc., a Nevada corporation (the “Company”), Focus Impact BH3 Acquisition Company, a Delaware corporation (the “SPAC”), Focus Impact BH3 Newco, Inc., a Delaware corporation and wholly owned subsidiary of the SPAC (“NewCo”), and the individual and/or entity whose names appear in the signature block to this Agreement (each, a “Core Company Securityholder” and, collectively, the “Core Company Securityholders”).
Dear Sirs, 1. All defined terms herein shall have the meanings given in the Company Support Agreement between Offeror and Offeree dated 28 September 2004 ("CSA") unless otherwise defined herein. 2. In consideration of the Offeror agreeing to make the...Company Support Agreement • October 29th, 2004 • Lynx Therapeutics Inc • Medicinal chemicals & botanical products
COMPANY SUPPORT AGREEMENTCompany Support Agreement • January 23rd, 2024 • CSLM Acquisition Corp. • Blank checks • Delaware
This COMPANY SUPPORT AGREEMENT (this “Agreement”) is dated as of January 22, 2024, by and among the Persons set forth on Schedule I hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), CSLM Acquisition Corp., a Cayman Islands exempted company (which shall de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation prior to the Closing) (“Parent”), and Fusemachines Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • July 21st, 2023 • Revelstone Capital Acquisition Corp. • Blank checks • Delaware
THIS COMPANY SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of July 17, 2023, by and among Set Jet, Inc., a Nevada corporation (the “Company”), Revelstone Capital Acquisition Corp., a Delaware corporation (“Parent”), Revelstone Capital Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and the stockholder of the Company listed on Schedule A hereto (“Securityholder”). Capitalized terms used but not defined herein are used as they are defined in the Merger Agreement (as defined below).
AMENDED AND RESTATED COMPANY SUPPORT AGREEMENTCompany Support Agreement • August 7th, 2023 • 7GC & Co. Holdings Inc. • Blank checks • Delaware
This AMENDED AND RESTATED COMPANY SUPPORT AGREEMENT (this “Agreement”) is dated as of August 4, 2023, by and among 7GC & Co. Holdings Inc., a Delaware corporation (“7GC”), the Persons set forth on Schedule I hereto (each, a “Stockholder” and, collectively, the “Stockholders”), and Banzai International, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • April 4th, 2024 • IX Acquisition Corp. • Blank checks • Delaware
This COMPANY SUPPORT AGREEMENT (this “Agreement”) is dated as of March 29, 2024, by and among the Persons set forth on Schedule I hereto (each, a “Company Securityholder” and, collectively, the “Company Securityholders”), IX Acquisition Corp., a Cayman Islands exempted company limited by shares (which will de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation prior to the Closing) (before and after such domestication, “Parent”), and AERKOMM Inc., a Nevada corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • September 29th, 2022 • GX Acquisition Corp. II • Blank checks • Delaware
This Company Support Agreement (this “Agreement”) is dated as of September 25, 2022, by and among GX Acquisition Corp. II, a Delaware corporation (“GX”), NioCorp Developments Ltd., a company incorporated under the laws of the Province of British Columbia (the “Company”), and the shareholders of the Company set forth on Schedule I hereto (the “Company Shareholders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.
COMPANY SUPPORT AGREEMENTCompany Support Agreement • October 28th, 2024 • Classover Holdings, Inc. • Services-educational services
This COMPANY SUPPORT AGREEMENT (this “Agreement”), dated as of May 12, 2024, is made by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), Battery Future Acquisition Corp., a Cayman Islands exempted company (the “Acquiror”), and Class Over Inc., a Delaware corporation (the “Company”). The Stockholders, the Acquiror and the Company are sometimes referred to herein collectively as the “Parties” and individually as a “Party.” Capitalized terms used and not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
RECITALSCompany Support Agreement • September 30th, 2004 • Lynx Therapeutics Inc • Medicinal chemicals & botanical products • Delaware
COMPANY SUPPORT AGREEMENTCompany Support Agreement • July 23rd, 2024 • Trailblazer Merger Corp I • Blank checks • Delaware
This COMPANY SUPPORT AGREEMENT (this “Agreement”) is dated as of July 22, 2024, by and among the Persons set forth on Schedule I hereto (each, a “Company Shareholder” and, collectively, the “Company Shareholders”), Trailblazer Merger Corporation I, a Delaware company (“Parent”), and Cyabra Strategy Ltd., a private company formed in Israel (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
FORM OF COMPANY SUPPORT AGREEMENTCompany Support Agreement • May 5th, 2017 • First Horizon National Corp • National commercial banks • Delaware
The undersigned, being a stockholder of Capital Bank Financial Corp., a Delaware corporation (the “Company”), hereby acknowledges that the Company, First Horizon National Corporation, a Tennessee corporation (“Parent”) and Firestone Sub, Inc., a Delaware corporation (“Merger Sub”), are concurrently entering into an Agreement and Plan of Merger, dated as of an even date herewith (as amended or modified from time to time, the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), and subsequently, the Company will be merged with and into Parent. A copy of the Merger Agreement has been provided to the undersigned. Capitalized terms used but not defined herein are to be deemed to have the meanings assigned to them in the Merger Agreement. [If this agreement is being provided on behalf of a trust, the term “undersigned” shall include both the trust and the trustee.]
COMPANY SUPPORT AGREEMENT OPIC CONTRACT OF INSURANCE NO. F431 (BRAZIL) between OVERSEAS PRIVATE INVESTMENT CORPORATION and BRASIL TELECOM S.A. Dated as of February 17, 2004Company Support Agreement • June 23rd, 2004 • Brasil Telecom Sa • Telephone communications (no radiotelephone) • New York
COMPANY SUPPORT AGREEMENTCompany Support Agreement • September 20th, 2024 • FutureTech II Acquisition Corp. • Blank checks • Delaware
This COMPANY VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of September 16, 2024, by and among Longevity Biomedical, Inc., a Delaware corporation (the “Company”), FutureTech II Acquisition Corp., a Delaware corporation (the “Purchaser”), and the Company Securityholder of the Company set forth on Schedule I hereto (such individual, the “Company Securityholder”). The Company, the Purchaser and the Company Securityholder are sometimes referred to herein as a “Party” and collectively as the “Parties”.
COMPANY SUPPORT AGREEMENTCompany Support Agreement • March 6th, 2023 • Plum Acquisition Corp. I • Blank checks
This COMPANY SUPPORT AGREEMENT (this “Agreement”), dated as of March 2, 2023, is made by and among Plum Acquisition Corp. I, a Cayman Islands exempted company limited by shares (“Plum”), Sakuu Corporation, a Delaware corporation (the “Company”), and the undersigned holder (the “Restricted Company Shareholder”) of shares of the Company’s Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series A-3 Preferred Stock, in each case, par value $0.0001 per share (“Company Preferred Stock”), and/or shares of the Company’s Common Stock, par value $0.0001 per share (“Company Common Stock”), as applicable (collectively, the “Company Shares”), of the Company. Plum, the Company and the Restricted Company Shareholder shall be referred to herein from time to time collectively as the “Parties” and, individually, as a “Party”. Capitalized terms used but not otherwise defined herein, including capitalized terms used in any provision incorporated herein pursuant to Secti
COMPANY SUPPORT AGREEMENTCompany Support Agreement • January 6th, 2020 • Nebula Acquisition Corp • Blank checks • Delaware
COMPANY SUPPORT AGREEMENT, dated as of January 5, 2020 (this “Agreement”), by and among NEBULA ACQUISITION CORP., a Delaware corporation (“NAC”), and each of the members of the Company whose names appear on the signature pages of this Agreement (each, a “Company Member” and, collectively, the “Company Members”).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • November 10th, 2021 • Rosecliff Acquisition Corp I • Blank checks • New York
This Company Support Agreement (this “Agreement”) is made as of November 9, 2021, by and among GT Gettaxi ListCo, a Cayman Islands exempted company (“Pubco”), Rosecliff Acquisition Corp I, a Delaware corporation (“SPAC”), GT Gettaxi Limited, a Cyprus corporation (“GT Gettaxi”), Dooboo Holding Limited, a Cyprus corporation (“Dooboo”), and the undersigned individuals (the “Voting Parties” and each a “Voting Party”). References in this Agreement to the “Company” shall mean both GT Gettaxi and Dooboo or either GT Gettaxi or Dooboo, as the context requires.
COMPANY SUPPORT AGREEMENTCompany Support Agreement • August 19th, 2021 • InterPrivate III Financial Partners Inc. • Blank checks • Delaware
This Company Support Agreement (this “Agreement”) is dated as of August 18, 2021, by and among InterPrivate III Financial Partners Inc., a Delaware corporation (“Parent”), Aspiration Partners Inc., a Delaware corporation (the “Company”), InterPrivate Acquisition Management III, LLC, a Delaware limited liability company (the “Sponsor”), and the persons set forth on Schedule I attached hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • August 22nd, 2024 • Yotta Acquisition Corp • Agricultural prod-livestock & animal specialties
This COMPANY SUPPORT AGREEMENT, dated as of August 20, 2024 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), DRIVEiT Financial Auto Group, Inc., a Maryland corporation (the “Company”), and Yotta Acquisition Corporation, a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
Form of Company Support AgreementCompany Support Agreement • November 26th, 2018 • Edge Therapeutics, Inc. • Pharmaceutical preparations • Delaware
Reference is made in this letter (this “Agreement”) to the Agreement and Plan of Merger and Reorganization, dated as of the date hereof (as it may be amended, modified or amended and restated from time to time, the “Merger Agreement”), by and among Edge Therapeutics, Inc., a Delaware corporation (“Parent”), Echos Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), and PDS Biotechnology Corporation, a Delaware corporation (the “Company”). Capitalized or other terms used and not defined herein but defined in the Merger Agreement shall have the meanings ascribed to them in the Merger Agreement. In order to induce Parent and the Company to enter into the Merger Agreement, and understanding that each of Parent and the Company are relying on the agreements set forth herein, [name of stockholder], [an individual][entity type] (the “Stockholder”), hereby agrees as follows:
COMPANY SUPPORT AGREEMENTCompany Support Agreement • May 5th, 2017 • Ohcp MGP Iii, Ltd. • National commercial banks • Delaware
The undersigned, being a stockholder of Capital Bank Financial Corp., a Delaware corporation (the “Company”), hereby acknowledges that the Company, First Horizon National Corporation, a Tennessee corporation (“Parent”) and Firestone Sub, Inc., a Delaware corporation (“Merger Sub”), are concurrently entering into an Agreement and Plan of Merger, dated as of an even date herewith (as amended or modified from time to time, the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), and subsequently, the Company will be merged with and into Parent. A copy of the Merger Agreement has been provided to the undersigned. Capitalized terms used but not defined herein are to be deemed to have the meanings assigned to them in the Merger Agreement.
COMPANY SUPPORT AGREEMENTCompany Support Agreement • October 25th, 2022 • Rose Hill Acquisition Corp • Blank checks
This COMPANY SUPPORT AGREEMENT (this “Agreement”), dated as of October 19, 2022, is made by and among (i) Rose Hill Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”); (ii) Inversiones e Inmobilaria GHC Ltda, a limited liability company organized under the laws of Chile (the “Company”); and (iii) Alejandro García Huidobro Empresario Individual (“AGH”). SPAC, the Company and AGH shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • March 22nd, 2022 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • Delaware
This Company Support Agreement, dated as of March 22, 2022 (this “Agreement”), is entered into by and among Thunder Bridge Capital Partners IV, Inc., a Delaware corporation (“Thunder Bridge”), Monex Group, Inc., a Japanese joint stock company (kabushiki kaisha) (“Monex”, or the “Equityholder”), and Coincheck Group B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“PubCo”). Thunder Bridge, Monex and PubCo are collectively referred to herein as the “Parties” and individually as a “Party.”
COMPANY SUPPORT AGREEMENTCompany Support Agreement • March 15th, 2021 • Bespoke Capital Acquisition Corp • Blank checks • Delaware
This Company Support Agreement, dated February 3, 2021 (this “Agreement”), is among Bespoke Capital Acquisition Corp., a Toronto Stock Exchange listed special purpose acquisition corporation incorporated under the Laws of the Province of British Columbia (“Parent”), Vintage Wine Estates, Inc., a California corporation (the “Company”), Bespoke Sponsor Capital LP, a Cayman Islands limited partnership (“Sponsor”), each of the shareholders of the Company whose names appear on the signature pages of this Agreement (each, a “Company Shareholder” and, collectively, the “Company Shareholders”), and solely with respect to Section 4(c), Section 6 and Section 8 (as applicable to Section 4(c) and Section 6), Patrick A. Roney, an individual who resides in Santa Rosa, California (“Pat Roney”), and Sonoma Brands Partners II, LLC, a Delaware limited liability company (“Sonoma Brands”). Parent, the Company, Sponsor, the Company Shareholders, Pat Roney and Sonoma Brands are collectively referred to here
COMPANY SUPPORT AGREEMENTCompany Support Agreement • June 26th, 2024 • Coliseum Acquisition Corp. • Blank checks • Massachusetts
This Company Support Agreement (this “Agreement”) is dated as of June 25, 2024, by and among Coliseum Acquisition Corp., a Cayman Islands exempted company (“SPAC”), the persons set forth on Schedule I hereto (each, a “Company Shareholder” and, collectively, the “Company Shareholders”), Rain Enhancement Technologies, Inc., a Delaware corporation (the “Company”), and Rain Enhancement Technologies Holdco, Inc., a Massachusetts corporation (“Holdco”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • April 11th, 2023 • Viveon Health Acquisition Corp. • Pharmaceutical preparations
This COMPANY SUPPORT AGREEMENT, dated as of April 5, 2023 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), Clearday, Inc., a Delaware corporation (the “Company”), and Viveon Health Acquisition Corp., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
FORM OF COMPANY SUPPORT AGREEMENTCompany Support Agreement • March 18th, 2022 • Pono Capital Corp • Blank checks • Delaware
This COMPANY SUPPORT AGREEMENT, dated as of March 17, 2022 (this “Agreement”), by and among Pono Capital Corp., a Delaware corporation (“Pono”), Benuvia, Inc. (the “Company”), and each of the stockholders of the Company whose names appear on the signature pages of this Agreement (each, a “Company Stockholder” and, collectively, the “Company Stockholders”).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • September 5th, 2024 • Keen Vision Acquisition Corp. • Blank checks
This COMPANY SUPPORT AGREEMENT, dated as of September 3, 2024 (this “Agreement”), is entered into by and among the shareholder(s) listed on Exhibit A hereto (each, a “Shareholder”), Medera Inc., a Cayman Islands company (the “Company”), and Keen Vision Acquisition Corporation, a British Virgin Islands exempted company limited by shares (“Parent”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • May 5th, 2017 • Crestview Partners II GP, L.P. • National commercial banks • Delaware
The undersigned, being a stockholder of Capital Bank Financial Corp., a Delaware corporation (the “Company”), hereby acknowledges that the Company, First Horizon National Corporation, a Tennessee corporation (“Parent”) and Firestone Sub, Inc., a Delaware corporation (“Merger Sub”), a Delaware corporation (“Merger Sub”), are concurrently entering into an Agreement and Plan of Merger, dated as of an even date herewith (as amended or modified from time to time, the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), and subsequently, the Company will be merged with and into Parent. A copy of the Merger Agreement has been provided to the undersigned. Capitalized terms used but not defined herein are to be deemed to have the meanings assigned to them in the Merger Agreement.
COMPANY SUPPORT AGREEMENTCompany Support Agreement • August 16th, 2024 • Integrated Rail & Resources Acquisition Corp • Blank checks • Delaware
This COMPANY SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 12, 2024, by and among Integrated Rail and Resources Acquisition Corp., a Delaware corporation (“SPAC”), Tar Sands Holdings II, LLC, a Utah limited liability company (the “Company”), and the undersigned members of the Company who hold Subject Interests (as defined below) (each a “Member” and collectively, the “Members”).
Form of Company Support AgreementCompany Support Agreement • October 30th, 2017 • Aviragen Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
Reference is made in this letter (this “Agreement”) to the Agreement and Plan of Merger and Reorganization, dated as of the date hereof (as it may be amended, modified or amended and restated from time to time, the “Merger Agreement”), by and among Aviragen Therapeutics, Inc., a Delaware corporation (“Parent”), Agora Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), and Vaxart, Inc., a Delaware corporation (the “Company”). Capitalized or other terms used and not defined herein but defined in the Merger Agreement shall have the meanings ascribed to them in the Merger Agreement. In order to induce Parent and the Company to enter into the Merger Agreement, and understanding that each of Parent and the Company are relying on the agreements set forth herein, [name of stockholder], [an individual][entity type] (the “Securityholder”), hereby agrees as follows:
COMPANY SUPPORT AGREEMENTCompany Support Agreement • July 19th, 2021 • Investindustrial Acquisition Corp. • Blank checks
This COMPANY SUPPORT AGREEMENT (this “Agreement”), dated as of July 18, 2021, is entered into by and among Investindustrial Acquisition Corp., a Cayman Islands exempted company (“IIAC”), Ermenegildo Zegna Holditalia S.p.A, a joint stock company incorporated under Italian law (the “Company”), and the undersigned shareholders of the Company (such shareholders, the “Shareholders” and, together with IIAC and the Company, each a “Party” and collectively, the “Parties”). Unless specified otherwise or context requires, capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Business Combination Agreement, dated as of July 18, 2021 (as amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, IIAC and EZ Cayman, a Cayman Islands exempted company and a direct, wholly owned subsidiary of the Company (“Merger Sub”).
•] Common Shares, represented by [•] American Depositary Shares JOINT STOCK COMPANY KASPI.KZ COMPANY SUPPORT AGREEMENTCompany Support Agreement • December 28th, 2023 • Joint Stock Co Kaspi.kz • Services-computer processing & data preparation • New York
COMPANY SUPPORT AGREEMENTCompany Support Agreement • July 21st, 2021 • Power & Digital Infrastructure Acquisition Corp. • Blank checks
This COMPANY SUPPORT AGREEMENT (this “Agreement”), dated as of July 20, 2021, is made by and among Power & Digital Infrastructure Acquisition Corp., a Delaware corporation (“Acquiror”), Core Scientific Holding Co., a Delaware corporation (the “Company”), and the Company stockholders set forth on Schedule 1 hereto (the “Supporting Holder”). Acquiror, the Company and the Supporting Holders shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
FORM OF COMPANY SUPPORT AGREEMENTCompany Support Agreement • April 6th, 2022 • 10X Capital Venture Acquisition Corp. II • Blank checks
This COMPANY SUPPORT AGREEMENT (this “Agreement”) is entered into as of March 31, 2022, by and among 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (“10X”), [ ⚫ ], a [ ⚫ ] (the “Stockholder”), and, solely with respect to Section 1(a) hereto, Prime Blockchain Inc., a Delaware corporation (“PrimeBlock”). Each of 10X, the Stockholders and PrimeBlock are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (defined below).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • December 21st, 2022 • 10X Capital Venture Acquisition Corp. III • Blank checks
This COMPANY SUPPORT AGREEMENT (this “Agreement”) is entered into as of December 20, 2022, by and among 10x Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (“10X”), Ottis J. Sparks, a natural person (the “Stockholder”), and, solely with respect to Section 1(a) hereto, Sparks Energy, Inc., a Delaware corporation (“Sparks Energy”). Each of 10X, the Stockholder and Sparks Energy is sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (defined below).
