Insider Agreement Sample Contracts

MSD Acquisition Corp. One Vanderbilt Avenue, 26th Floor New York, New York 10017
Insider Agreement • March 15th, 2022 • MSD Acquisition Corp. / New • Blank checks • New York

This letter (this “Letter Agreement”) is being delivered to you in connection with the appointment of the undersigned, Allen Shim (the “Insider”), as a director of MSD Acquisition Corp., a Cayman Islands exempted company (the “Company”). The Insider acknowledges that the Company has consummated its initial public offering on March 29, 2021 (the “Public Offering”) of 57,500,000 units (including 7,500,000 units purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), of the Company, and one-fifth of one redeemable warrant (each whole warrant, a “Warrant”) of the Company. Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. Certain capitalized terms used herein are defined in paragraph 1 hereof.

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Pontem Corporation The Woodlands, Texas 77380
Insider Agreement • April 14th, 2023 • Pontem Corp • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in connection with the appointment of the undersigned, David Hagen (the “Insider”), as a director of Pontem Corporation, a Cayman Islands exempted company (the “Company”). The Insider acknowledges that the Company has consummated it initial public offering (the “Public Offering”), of up to 69,000,000 of the Company’s units (including 9,000,000 units purchased to cover over-allotments) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below).

RCF Acquisition Corp. Suite 200 Denver, CO 80202
Insider Agreement • November 9th, 2023 • RCF Acquisition Corp. • Blank checks

Reference is made to the letter agreement, dated November 9, 2021 (“Prior Letter Agreement”), entered into in connection with the initial public offering (the “Public Offering”) of RCF Acquisition Corp., a Cayman Islands exempted company (the “Company”), by and among the Company, RCF VII Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the members of the Company’s board of directors, advisory board and/or management team (each, an “IPO Insider” and, collectively, the “IPO Insiders”) and the Securities Purchase Agreement, dated November 2, 2023 (“Purchase Agreement”), by and between the Sponsor and Perception Capital Partners IV LLC, a Delaware limited liability company (“Perception”), pursuant to which, among other things, the Sponsor will transfer certain of the Founder Shares and Private Placement Warrants held by it to Perception.

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