NON-REDEMPTION AGREEMENTNon-Redemption Agreement • June 21st, 2024 • Perception Capital Corp. III • Blank checks • New York
This Non-Redemption Agreement (this “Agreement”) is entered into as of June [●], 2024, by and among Perception Capital Corp. III, a Cayman Islands exempted company (“SPAC”), Perception Capital Partners IIIA LLC, a Delaware limited liability company (“Sponsor”), and the undersigned investor (“Investor”).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • August 31st, 2023 • First Light Acquisition Group, Inc. • Biological products, (no disgnostic substances) • Delaware
This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of August 30, 2023, is made by and among First Light Acquisition Group, Inc., a Delaware corporation (the “Company”), and the Backstop Investor (as defined below).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • June 20th, 2024 • Welsbach Technology Metals Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies • New York
This Non-Redemption Agreement (this “Agreement”) is entered as of [●], 2024 by and among Welsbach Technology Metals Acquisition Corp. (“WTMA”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investors (collectively, the “Investor”).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • December 22nd, 2023 • Alternus Clean Energy, Inc. • Electric & other services combined • New York
This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of December 18, 2023, is made by and among Clean Earth Acquisitions Corp., a Delaware corporation (“SPAC” and after the Closing (defined below), “Pubco”), the undersigned investor (collectively, the “Investor”), and Clean Earth Acquisitions Sponsor LLC, a Delaware limited liability company (the “Sponsor”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • March 27th, 2024 • Viveon Health Acquisition Corp. • Pharmaceutical preparations • New York
This Non-Redemption Agreement (this “Agreement”) is entered as of March 27, 2024, by and among Viveon Health Acquisition Corp., a Delaware corporation (“VHAQ” or the “Company”), Viveon Health LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned investor (collectively, the “Investor”).
AMENDMENT NO. 2 TO NON-REDEMPTION AGREEMENTNon-Redemption Agreement • August 20th, 2024 • ZUU Co. Ltd. • Services-offices & clinics of doctors of medicine • Delaware
This Amendment No. 2 to Non-Redemption (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among Pono Capital Two, Inc., a Delaware corporation (the “Company”), ZUU Target Fund for SBC Medical Group HD Investment Partnership (the “Holder”), SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Target”), and Yoshiyuki Aikawa (“Dr. Aikawa”).
FORM OF NON-REDEMPTION AGREEMENTNon-Redemption Agreement • December 19th, 2023 • GigCapital5, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Non-Redemption Agreement (“Agreement”) dated December ___, 2023, by and among the entities listed on Exhibit A (collectively, the “Holder”), QT Imaging, Inc., a Delaware corporation (“QT Imaging”), and GigCapital5, Inc., a Delaware corporation (the “Company”).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • June 28th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals • New York
This Non-Redemption Agreement (this “Agreement”) is entered as of [●], 2024 by and among Mars Acquisition Corp. (“Mars”), Mars Capital Holding Corporation, a British Virgin Islands business company with limited liability (the “Sponsor”), and ScanTech AI Systems Inc., a Delaware corporation and wholly owned subsidiary of Mars (“Pubco”) and the undersigned investors (collectively, the “Investor”).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • March 12th, 2024 • ESGEN Acquisition Corp • Miscellaneous electrical machinery, equipment & supplies • Delaware
This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of March 11, 2024, is made by and between ESGEN Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and The K2 Principal Fund L.P. (the “Backstop Investor”).
FORM OF NON-REDEMPTION AGREEMENTNon-Redemption Agreement • July 20th, 2023 • Portage Fintech Acquisition Corp. • Blank checks • New York
This Non-Redemption Agreement (the “Agreement”) dated July [●], 2023, by and among the entities listed on Exhibit A (collectively, the “Holder”), PFTA I LP, an Ontario limited partnership (the “Insider”), and Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”).
FORM OF NON-REDEMPTION AGREEMENTNon-Redemption Agreement • March 31st, 2022 • Starry Group Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware
THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of March [•], 2022, is made by and among FirstMark Horizon Acquisition Corp., a Delaware corporation (“SPAC”), Starry Group Holdings, Inc., a Delaware corporation (“New Starry”), and the undersigned investor[, for and on behalf of itself and any investor account on behalf of which it is entering into this Agreement] (the “Investor”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • November 24th, 2023 • Coliseum Acquisition Corp. • Blank checks • New York
This Non-Redemption Agreement (this “Agreement”) is entered as of [ ], 2023 by and among Coliseum Acquisition Corp., a Cayman Islands exempted company (“MITA” or the “Company”), Harry L. You (the “Insider”), and the undersigned investor[s] ([collectively,] the “Investor”).
Form of Non-Redemption AgreementNon-Redemption Agreement • February 12th, 2021 • Falcon Capital Acquisition Corp. • Blank checks • Delaware
Falcon Capital Acquisition Corp., a Delaware corporation (the “Issuer”), has proposed to enter into a definitive agreement (the “Definitive Agreement”) for a business combination with Sharecare, Inc. (the “Target”), pursuant to which the Issuer will acquire the Target on the terms and subject to the conditions set forth therein (the “Transaction”). As a condition to its willingness to enter into the Definitive Agreement, the Issuer has required the holder of the Issuer’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), named on the signature page hereof (“Holder”) to execute and deliver this Letter Agreement.
Acknowledgement and Waiver Pursuant to Non-Redemption AgreementNon-Redemption Agreement • August 20th, 2024 • ZUU Co. Ltd. • Services-offices & clinics of doctors of medicine • Delaware
This Acknowledgement and Waiver Pursuant to Non-Redemption Agreement (this “Waiver”) is dated as of the date first set forth above (the “Waiver Date”), by and between (i) Pono Capital Two, Inc., a company incorporated in Delaware (the “Company”), (ii) ZUU Target Fund for SBC Medical Group HD Investment Partnership (the “Holder”), (iii) SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Target”), and Yoshiyuki Aikawa (“Dr. Aikawa”). The Company, the Holder, the Target and Dr. Aikawa are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
FORM OF NON-REDEMPTION AGREEMENTNon-Redemption Agreement • December 11th, 2023 • Pearl Holdings Acquisition Corp • Blank checks • New York
This Non-Redemption Agreement (this “Agreement”) is entered as of December [●], 2023 by and among Pearl Holdings Acquisition Corp, a Cayman Islands exempted company (“PRLH”), the undersigned investor (“Investor”), and, solely with respect to Section 1.4 and the last sentence of Section 1.6 of this Agreement, Pearl Holdings Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”).
FORM OF NON-REDEMPTION AGREEMENTNon-Redemption Agreement • February 28th, 2024 • Capitalworks Emerging Markets Acquisition Corp • Blank checks • New York
This Non-Redemption Agreement (“Agreement”) dated February 27, 2024, by and among the entities listed on Exhibit A (collectively, the “Holder”), CEMAC Sponsor LP, a Cayman Islands exempted limited partnership (the “Insider”), and Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (the “Company”).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • August 2nd, 2023 • Quantum FinTech Acquisition Corp • Blank checks • New York
This Non-Redemption Agreement (the “Agreement”) dated August 1, 2023, by and among the entities listed on Exhibit A (collectively, the “Holder”), Quantum Ventures LLC, a Delaware limited liability company (the “Insider”), and Quantum FinTech Acquisition Corporation, a Delaware corporation (the “Company”).
NON-REDEMPTION AGREEMENT This Non-Redemption Agreement is dated as of September [ ], 2023.Non-Redemption Agreement • September 22nd, 2023 • Yotta Acquisition Corp • Agricultural prod-livestock & animal specialties
Investor Agreements: Investor represents that it owned as of August 7, 2023, the record date for the SPAC’s special meeting to be held on September 22, 2023, with respect to the SPAC’s stockholder vote in connection with amendments of SPAC’s Amended and Restated Certificate of Incorporation and the Trust Agreement to extend the date by which the SPAC must consummate an initial business combination from September 2022, 2023 to August 22, 2024 (the “Extension”) and remove the net tangible assets provisions (the “NTA Amendment”), as more fully described in the proxy statement of SPAC dated September 11, 2023 _________ shares of the common stock, par value $0.0001 per share, (the “Investor Shares”) of SPAC.
AMENDMENT NO. 1 TO NON-REDEMPTION AGREEMENTNon-Redemption Agreement • November 13th, 2024 • Chain Bridge I • Blank checks • Delaware
This Amendment No. 1 to Non-Redemption Agreement (this “Amendment”) is entered as of November 12, 2024 by and among Chain Bridge I, a Cayman Islands exempted company (“CBRG” or the “Company”), and the Backstop Investor (as defined below).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • December 26th, 2023 • Chavant Capital Acquisition Corp. • Semiconductors & related devices • Delaware
This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of December 20, 2023, is made by and among Chavant Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Mobix Labs, Inc., a Delaware corporation (“Mobix Labs”), and the Backstop Investor (as defined below).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • December 29th, 2023 • SK Growth Opportunities Corp • Blank checks • New York
This Non-Redemption Agreement (this “Agreement”) is entered as of December [●], 2023 by and among SK Growth Opportunities Corporation (“SK Growth”), Auxo Capital Managers LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investors (collectively, the “Investor”).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • July 22nd, 2024 • Focus Impact BH3 Acquisition Co • Blank checks • New York
This Non-Redemption Agreement (this “Agreement”) is entered as of July [●], 2024 by and among Focus Impact BH3 Acquisition Company (“BHAC”), Focus Impact BH3 NewCo, Inc. (“NewCo”) and the undersigned investors (collectively, the “Investor”).
FORM OF NON-REDEMPTION AGREEMENTNon-Redemption Agreement • April 25th, 2023 • Juniper II Corp. • Blank checks • New York
This Non-Redemption Agreement (“Agreement”) dated April [ ], 2023, by and among the entities listed on Exhibit A (collectively, the “Holder”), Juniper II Management, LLC, a Delaware limited liability company (the “Insider”), and Juniper II Corp., a Delaware corporation (the “Company”).
AMENDMENT TO THE NON-REDEMPTION AGREEMENTNon-Redemption Agreement • September 14th, 2023 • BYTE Acquisition Corp. • Services-prepackaged software
This Amendment to the Non-Redemption Agreement (this “Amendment”) is dated September 14, 2023, by and between BYTE Acquisition Corp., a Cayman Islands exempted company (the “Company”) and the undersigned shareholder (the “Holder”).
FORM OF NON-REDEMPTION AGREEMENTNon-Redemption Agreement • June 20th, 2023 • Cartica Acquisition Corp • Blank checks • New York
This Non-Redemption Agreement (“Agreement”) dated June16, 2023, by and among the entities listed on Exhibit A (collectively, the “Holder”), and Cartica Acquisition Corp, a Cayman Islands exempted company (the “Company”).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • November 8th, 2023 • Black Mountain Acquisition Corp. • Blank checks • New York
This Non-Redemption Agreement (this “Agreement”) is entered as of [•], 2023 by and among Black Mountain Acquisition Corp., a Delaware corporation (“BMAC”), Black Mountain Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned investors (collectively, the “Investor”).
AMENDMENT NO. 1 TO NON-REDEMPTION AGREEMENTNon-Redemption Agreement • May 10th, 2022 • Dynamics Special Purpose Corp. • Biological products, (no disgnostic substances)
THIS AMENDMENT NO. 1 TO NON-REDEMPTION AGREEMENT (this “Amendment”), dated as of May , 2022, is made by and among Dynamics Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Dynamics Special Purpose Corp., a Delaware corporation (“DYNS”) and the undersigned investor (the “Investor”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Non-Redemption Agreement (as defined below).
FORM OF NON-REDEMPTION AGREEMENTNon-Redemption Agreement • May 22nd, 2023 • Forbion European Acquisition Corp. • Blank checks
THIS NON-REDEMPTION AGREEMENT (this “Agreement”) is made and entered into as of May 16th, 2023 by and among Forbion European Acquisition Corp., a Cayman Islands exempted company (“FEAC”), [•], a [•] and a holder of certain FEAC Class A Shares and certain FEAC Public Warrants (as defined below) (the “FEAC Shareholder”) and enGene Holdings Inc., a company incorporated under the laws of Canada (“Newco”). Each of FEAC, the FEAC Shareholder and Newco will individually be referred to herein as a “Party” and, 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).
FORM OF NON-REDEMPTION AGREEMENTNon-Redemption Agreement • May 16th, 2023 • Capitalworks Emerging Markets Acquisition Corp • Blank checks • New York
This Non-Redemption Agreement (“Agreement”) dated [ ], 2023, by and among the entities listed on Exhibit A (collectively, the “Holder”), CEMAC Sponsor LP, a Cayman Islands exempted limited partnership (the “Insider”), and Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (the “Company”).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • October 31st, 2022 • Lanvin Group Holdings LTD • Apparel & other finishd prods of fabrics & similar matl • Hong Kong
This NON-REDEMPTION AGREEMENT (this “Non-Redemption Agreement”) is entered into [•], 2022, by and among Primavera Capital Acquisition Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“SPAC”), Fosun Fashion Group (Cayman) Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Lanvin Group Holdings Limited 复朗集团, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“PubCo”) and the undersigned (“Holder” or “you”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
AMENDMENT TONon-Redemption Agreement • March 19th, 2024 • Pono Capital Two, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This Amendment to Non-Redemption (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among Pono Capital Two, Inc., a Delaware corporation (the “Company”), ZUU Target Fund for SBC Medical Group HD Investment Partnership (the “Holder”), SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Target”), and Yoshiyuki Aikawa (“Dr. Aikawa”).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • July 10th, 2024 • Compass Digital Acquisition Corp. • Blank checks • New York
This Non-Redemption Agreement (this “Agreement”) is entered as of July [ ], 2024 by and among Compass Digital Acquisition Corp, a Cayman Islands exempted company (the “Company”), HCG Opportunity, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned investor (the “Investor”).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • August 28th, 2020 • MPH Acquisition Holdings LLC • Services-business services, nec • Delaware
This NON-REDEMPTION AGREEMENT (this “Non-Redemption Agreement”) is entered into this 12th day of July, 2020, by and among Churchill Capital Corp III, a Delaware corporation (the “Issuer”), Polaris Investment Holdings, L.P., a Delaware limited partnership (“Holdings”), Polaris Parent Corp., a Delaware corporation (“Music”), and the undersigned (“Holder” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).
FORM OF NON-REDEMPTION AGREEMENTNon-Redemption Agreement • May 19th, 2023 • Capitalworks Emerging Markets Acquisition Corp • Blank checks • New York
This Non-Redemption Agreement (“Agreement”) dated [ ], 2023, by and among the entities listed on Exhibit A (collectively, the “Holder”), CEMAC Sponsor LP, a Cayman Islands exempted limited partnership (the “Insider”), and Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (the “Company”).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • December 20th, 2021 • Dynamics Special Purpose Corp. • Blank checks • Delaware
THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of December 19, 2021, is made by and among Dynamics Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Dynamics Special Purpose Corp., a Delaware corporation (“DYNS”) and the undersigned investor (the “Investor”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
