COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • October 28th, 2022 • Coya Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Coya Therapeutics, Inc., a Delaware corporation (the “Company”), up to ____ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INDEMNITY AGREEMENTIndemnification Agreement • September 13th, 2024 • Oaktree Acquisition Corp. III Life Sciences • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2024, by and between Oaktree Acquisition Corp. III Life Sciences, a Cayman Islands exempted company (the “Company”), and [.] (“Indemnitee”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 30th, 2024 • Future Vision II Acquisition Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ______, 2024, is made and entered into by and among Future Vision II Acquisition Corp., a Cayman Islands exempted company (the “Company”), HWei Super Speed Co. Ltd., a British Virgin Island business company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 25th, 2023 • Northann Corp. • Plastics products, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May, 2022 among Northann Corp., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
25,000,000 Units Artius II Acquisition Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • September 24th, 2024 • Artius II Acquisition Inc. • Blank checks • New York
UNDERWRITING AGREEMENT between FENBO INDUSTRIES LIMITED and EF HUTTON, division of Benchmark Investments, LLC, as Representative of the Several Underwriters FENBO INDUSTRIES LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • July 20th, 2023 • Fenbo Holdings LTD • Electric housewares & fans • New York
The undersigned, Fenbo Industries Limited, a corporation formed under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton, division of Benchmark Investments, LLC (hereinafter referred to as the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
ZI TOPRUN ACQUISITION CORP. WARRANT AGREEMENTWarrant Agreement • December 21st, 2021 • Zi Toprun Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between Zi Toprun Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation with offices at 1 State Street, New York, New York 10004, as warrant agent (the “Warrant Agent” or also referred to herein as the “Transfer Agent”).
COMMON STOCK PURCHASE WARRANT CURATIVE BIOTECHNOLOGY, INC.Security Agreement • March 25th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [____________], or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Curative Biotechnology, Inc., a Florida corporation (the “Company”), up to 22,857,143 shares of common stock, of the Company (the “Common Stock”) (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 3rd, 2021 • Roman DBDR Tech Acquisition Corp. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021, by and between Roman DBDR Tech Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
5,500,000 Units A SPAC III Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 2024 • SPAC III Acquisition Corp. • Blank checks • New York
The undersigned, A SPAC III Acquisition Corp., a company incorporated as a British Virgin Islands company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
UNDERWRITING AGREEMENTUnderwriting Agreement • September 14th, 2021 • AEON Biopharma, Inc. • Pharmaceutical preparations • New York
AEON Biopharma, Inc., a Delaware corporation (the “Company”), confirms its agreement with Wells Fargo Securities, LLC (“Wells Fargo”), Cantor Fitzgerald & Co. (“CF&Co.”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for which Wells Fargo and CF&Co. are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [●] additional shares of Common Stock. The aforesaid [●] shares of Common Stock (the “Initial
KALEIDO BIOSCIENCES, INC. [ 🌑 ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • November 21st, 2018 • Kaleido Biosciences, Inc. • Biological products, (no disgnostic substances) • New York
Kaleido Biosciences, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ 🌑 ] shares of common stock, $0.001 par value per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [ 🌑 ] shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
Oaktree Acquisition Corp. III Life Sciences c/o Oaktree Capital Management, L.P. Los Angeles, California 90071Securities Subscription Agreement • September 13th, 2024 • Oaktree Acquisition Corp. III Life Sciences • Blank checks • Delaware
This agreement (this "Agreement") is entered into on July 15, 2024 by and between Oaktree Acquisition Holdings III LS, L.P., a Cayman Islands exempted limited partnership (the "Subscriber" or "you"), and Oaktree Acquisition Corp. III Life Sciences, a Cayman Islands exempted company (the "Company"). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,031,250 Class B ordinary shares, $0.0001 par value per share (the "Shares"), up to 656,250 of which are subject to surrender and cancellation by you, as further described in Section 3.1 below, to the extent the underwriters of the initial public offering ("IPO") of Class A ordinary shares, $0.0001 par value per share, of the Company do not fully exercise their over-allotment option (the "Over-allotment Option"). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B ordinary shares, $0.0001 par value per share (the "Class B Ordinary Shares")
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • October 28th, 2021 • LIV Capital Acquisition Corp. II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between LIV Capital Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 8th, 2021 • Lakeshore Acquisition II Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and among Lakeshore Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
CREDIT AGREEMENT Dated as of October 30, 2017Credit Agreement • March 23rd, 2018 • I3 Verticals, Inc. • Services-business services, nec • New York
This CREDIT AGREEMENT is entered into as of October 30, 2017 among i3 VERTICALS, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.
Osmotica Pharmaceuticals plc UNDERWRITING AGREEMENTUnderwriting Agreement • August 22nd, 2018 • Osmotica Pharmaceuticals LTD • Pharmaceutical preparations • New York
FRACTYL HEALTH, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 3rd, 2022 • Fractyl Health, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2022 between Fractyl Health, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT by and among WOODSIDE PETROLEUM LTD., AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [DATE]Deposit Agreement • March 30th, 2022 • Woodside Petroleum LTD • Crude petroleum & natural gas • New York
SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of [DATE], by and among (i) WOODSIDE PETROLEUM LTD., a company organized under the laws of the Commonwealth of Australia, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity and any successor depositary hereunder, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 5th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Voyager Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Voyager Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • September 13th, 2024 • Oaktree Acquisition Corp. III Life Sciences • Blank checks • New York
This agreement (“Agreement”) is made as of [•], 2024 between Oaktree Acquisition Corp. III Life Sciences, a Cayman Islands exempted company, with offices at 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 11th, 2017 • Hennessy Capital Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2017, is made and entered into by and among Hennessy Capital Acquisition Corp. III, a Delaware corporation (the “Company”), Hennessy Capital Partners III, LLC., a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders 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”).
JFB CONSTRUCTION HOLDINGS INDEMNIFICATION AGREEMENTIndemnification Agreement • October 3rd, 2024 • JFB Construction Holdings • General bldg contractors - nonresidential bldgs • Nevada
This INDEMNIFICATION AGREEMENT (“Agreement”) is made as of [•], 2024 by and between JFB Construction Holdings, a Nevada corporation (the “Company”), and [•] (the “Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
INDEMNITY AGREEMENTIndemnification Agreement • October 22nd, 2021 • Pearl Holdings Acquisition Corp • Blank checks • Delaware
GRUPO AEROMEXICO, S.A.B. DE C.V. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Form of Deposit AgreementDeposit Agreement • October 10th, 2023 • Grupo Aeromexico, S.A.B. De C.V. • Air transportation, scheduled • New York
DEPOSIT AGREEMENT dated as of , 2023 among GRUPO AEROMEXICO, S.A.B. DE C.V., a company incorporated under the laws of United Mexican States (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
Roman DBDR Tech Acquisition Corp. III Las Vegas, NV 89109Underwriting Agreement • November 3rd, 2021 • Roman DBDR Tech Acquisition Corp. III • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Roman DBDR Tech Acquisition Corp. III, a Delaware corporation (the “Company”), and B. Riley Securities, Inc., as representative (the “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 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering p
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 5th, 2024 • Lineage, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the _____ day of _________, 2024, by and between Lineage, Inc., a Maryland corporation (the “Company”), and ________________________ (“Indemnitee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • September 13th, 2024 • Oaktree Acquisition Corp. III Life Sciences • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of September [.], 2024, is made and entered into by and among Oaktree Acquisition Corp. III Life Sciences, a Cayman Islands exempted company (the “Company”), Oaktree Acquisition Holdings III LS, LLC, a Cayman Islands limited liability company (the “Sponsor” and, together with 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”).
CREDIT AGREEMENT dated as of March 31, 2020 among ALCLEAR HOLDINGS, LLC, as Borrower, THE OTHER LOAN PARTIES PARTY HERETO, THE LENDERS PARTY HERETO, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A. as Sole Bookrunner...Credit Agreement • May 21st, 2021 • Clear Secure, Inc. • Services-prepackaged software • New York
CREDIT AGREEMENT dated as of March 31, 2020 (the “Effective Date”) (as it may be amended, modified, restated, or otherwise supplemented from time to time, this “Agreement”), among ALCLEAR HOLDINGS, LLC, a Delaware limited liability company, as the Borrower, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as the Administrative Agent.
] Shares ON DECK CAPITAL, INC. COMMON STOCK, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • November 4th, 2014 • On Deck Capital Inc • Finance services • New York
COMMON STOCK PURCHASE WARRANT ANGION BIOMEDICA CORP.Common Stock Purchase Warrant • December 15th, 2020 • Angion Biomedica Corp. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”), provided that, if such date is not a Trading Day, the Termination Date should be the immediately following Trading Day, but not thereafter, to subscribe for and purchase from Angion Biomedica Corp., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). For purposes of this Warrant, Trading Day shall mean a day on which the principal market on which the Company’
AMBEV S.A. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2013Deposit Agreement • June 20th, 2013 • Ambev S.A. • Beverages • New York
DEPOSIT AGREEMENT dated as of , 2013 among AMBEV S.A., a company incorporated under the laws of Brazil (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
Ping Identity Holding Corp. Common Stock, par value $0.001 per share Underwriting Agreement(1)Underwriting Agreement • August 5th, 2019 • Roaring Fork Holding, Inc. • Services-prepackaged software • New York
Ping Identity Holding Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares and, at the election of the Underwriters, up to additional shares of Common Stock, par value $0.001 (“Stock”) of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of shares and, at the election of the Underwriters, up to additional shares of Stock. The aggregate of shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of additional shares to be sold by the Company and the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 18th, 2022 • SilverBox Engaged Corp II • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2023 by and between SilverBox Engaged Corp II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Bullpen Parlay Acquisition Company c/o Bullpen Capital San Francisco, CA 94105 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • October 22nd, 2021 • Bullpen Parlay Acquisition Co • 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 among Bullpen Parlay Acquisition Company, a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc., as the underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including 3,000,000 units that may be purchased pursuant to the Underwriter’s option to purchase additional units, the “Units”), each comprised 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 statement on Form S-1 and a prospectus (t
