The purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Seller, PACI and Target on the Trade Date specified below. The term “Counterparty” refers to PACI...Otc Equity Prepaid Forward Transaction • November 29th, 2023 • PROOF Acquisition Corp I • Air transportation, nonscheduled
This Confirmation, together with the Pricing Date Notices, evidences a complete binding agreement between Seller, PACI and Target as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Date: June 11, 2024Otc Equity Prepaid Forward Transaction • June 13th, 2024 • Feutune Light Acquisition Corp • Motor vehicles & passenger car bodies
To: Feutune Light Acquisition Corporation, a Delaware corporation (“FLFV”) and Thunder Power Holdings Limited, a British Virgin Islands company (“Target”).
Date: August 29, 2023 To: First Light Acquisition Group, Inc., a Delaware corporation (“FLAG”) and Calidi Biotherapeutics, Inc., a Nevada corporation (“Target”). Address: 11110 Sunset Hills Road #2278, Reston, VA, 20190 From: Funicular Funds, LP (as...Otc Equity Prepaid Forward Transaction • August 31st, 2023 • First Light Acquisition Group, Inc. • Biological products, (no disgnostic substances)
This Confirmation, together with the Pricing Date Notices, evidences a complete binding agreement between Seller, FLAG and Target as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Date: November 2, 2023 To: Worldwide Webb Acquisition Corp., a Cayman Islands exempted company (“Worldwide Webb” or “WWAC”). Address: 770 E Technology Way F13-16 Orem, UT 84097 From: (i) [], (ii) [ ] and (iii) [ ] (collectively as “Seller”) Re: OTC...Otc Equity Prepaid Forward Transaction • November 3rd, 2023 • Worldwide Webb Acquisition Corp. • Services-management consulting services
This Confirmation, together with the Pricing Date Notices, evidences a complete binding agreement between Seller and Counterparty as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
The purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Seller, Counterparty and the Target on the Trade Date specified below. Certain terms of the...Otc Equity Prepaid Forward Transaction • August 5th, 2022 • Founder SPAC • Services-prepackaged software
This Confirmation, together with the Pricing Date Notice, evidences a complete binding agreement between Seller, Target and Counterparty as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
The purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Seller and Counterparty on the Trade Date specified below. Certain terms of the Transaction shall be...Otc Equity Prepaid Forward Transaction • November 24th, 2021 • Wejo Group LTD • Services-computer processing & data preparation
This Confirmation, together with the Pricing Date Notice, evidences a complete binding agreement between Seller and Counterparty as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Date: July 13, 2023 To: Freedom Acquisition I Corp., a Cayman Islands exempted company (“FACT”) and Complete Solaria, Inc. (f/k/a Complete Solar Holding Corporation), a Delaware corporation (“Target”). Address: 14 Wall Street, 20th Floor New York, NY...Otc Equity Prepaid Forward Transaction • July 24th, 2023 • Complete Solaria, Inc. • Semiconductors & related devices
This Confirmation, together with the Pricing Date Notices, evidences a complete binding agreement between Seller, FACT and Target as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Date: November 30, 2021 To: Atlantic Coastal Acquisition Corp. (“Counterparty”) Address: 6 St Johns Lane, Floor 5Otc Equity Prepaid Forward Transaction • December 1st, 2021 • Atlantic Coastal Acquisition Corp. • Blank checks
This Confirmation, together with the Pricing Date Notice, evidences a complete binding agreement between Seller and Counterparty as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto. Concurrently with entering into this Confirmation, Seller and Counterparty are entering into a Tender Offer Agreement (the “Tender Offer Agreement”) pursuant to which Seller and Counterparty have indicated an intention to commence a tender offer (the “Tender Offer”) in accordance with Section 9.2(b) of the Amended and Restated Certificate of Incorporation of the Company, dated March 5, 2021 (the “Counterparty Charter”) to purchase up to a maximum of 10,000,000 Shares in the aggregate at a price equal to the Redemption Price. The effectiveness of this Transaction is subject to the condition that the Tender Offer Agreement shall be in full force and effect. Counterparty and
The purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Seller and Counterparty on the Trade Date specified below. Certain terms of the Transaction shall be...Otc Equity Prepaid Forward Transaction • May 18th, 2022 • Lionheart Acquisition Corp. II • Services-business services, nec
This Confirmation, together with the Pricing Date Notice, evidences a complete binding agreement between Seller and Counterparty as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Amendment to OTC Equity Prepaid Forward TransactionOtc Equity Prepaid Forward Transaction • December 21st, 2023 • Complete Solaria, Inc. • Semiconductors & related devices
This amendment is to the OTC Equity Prepaid Forward Transaction executed as of July 13, 2023 by and between Freedom Acquisition I Corp, a Cayman Island exempted company (“FACT”), Complete Solaria, Inc., a Delaware Corporation (“Target”) (with FACT and Target collectively the “Company”) and [__________] (the “Seller”) (the “EPFT Contract”) Capitalized terms used but not defined herein shall have the meaning given to them in the EPFT Contract.
The purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Seller, Genesis, ESG and PubCo on the Trade Date specified below. In connection with the...Otc Equity Prepaid Forward Transaction • July 27th, 2023 • Genesis Unicorn Capital Corp. • Blank checks
This Confirmation, together with the Pricing Date Notices, evidences a complete binding agreement between Seller, Genesis, ESG and PubCo as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Date: [●], 2024Otc Equity Prepaid Forward Transaction • July 25th, 2024 • Grafiti Holding Inc. • Services-computer programming services
To: Grafiti Holding Inc., a British Columbia Company (“Grafiti”) and Damon Motors, Inc. a British Columbia, Canada company (“Target”).
Third Amendment to OTC Equity Prepaid Forward TransactionOtc Equity Prepaid Forward Transaction • July 23rd, 2024 • Complete Solaria, Inc. • Semiconductors & related devices
THIS OTC EQUITY PREPAID FORWARD TRANSACTION THIRD AMENDMENT, dated as of July 17, 2024 (this “Third Amendment”), is entered into by and between Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“Seller”) and Complete Solaria, Inc., a Delaware corporation, (domesticated from Freedom Acquisition I Corp.) (the “Company”). Together, the Seller and the Company are each referred to herein as a “Party” and together as the “Parties”. Capitalized terms not defined herein shall have the meanings assigned to such terms in the EPFT Contract (as defined below).
The purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Seller and Counterparty on the Trade Date specified below. Certain terms of the Transaction shall be...Otc Equity Prepaid Forward Transaction • November 30th, 2021 • Seven Oaks Acquisition Corp. • Retail-catalog & mail-order houses
This Confirmation, together with the Pricing Date Notice, evidences a complete binding agreement between Seller and Counterparty as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Third Amendment to OTC Equity Prepaid Forward TransactionOtc Equity Prepaid Forward Transaction • June 20th, 2024 • Complete Solaria, Inc. • Semiconductors & related devices
This second amendment is to the OTC Equity Prepaid Forward Transaction executed as of July 13, 2023 by and between Freedom Acquisition I Corp, a Cayman Island exempted company (“FACT”), Complete Solaria, Inc., a Delaware Corporation (“Target”) (with FACT and Target collectively the “Company”) and Sandia Investment Management LP, acting as Investment Manager on behalf of Investors listed below in the signature (the “Seller”) (the “Sandia EPFT Contract”) Capitalized terms used but not defined herein shall have the meaning given to them in the EPFT Contract.
Third Amendment to OTC Equity Prepaid Forward TransactionOtc Equity Prepaid Forward Transaction • July 19th, 2024 • Complete Solaria, Inc. • Semiconductors & related devices
THIS OTC EQUITY PREPAID FORWARD TRANSACTION THIRD AMENDMENT, dated as of July 17, 2024 (this “Third Amendment”), is entered into by and between Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“Seller”) and Complete Solaria, Inc., a Delaware corporation, (domesticated from Freedom Acquisition I Corp.) (the “Company”). Together, the Seller and the Company are each referred to herein as a “Party” and together as the “Parties”. Capitalized terms not defined herein shall have the meanings assigned to such terms in the EPFT Contract (as defined below).
Second Amendment to OTC Equity Prepaid Forward TransactionOtc Equity Prepaid Forward Transaction • May 14th, 2024 • Complete Solaria, Inc. • Semiconductors & related devices
THIS OTC EQUITY PREPAID FORWARD TRANSACTION SECOND AMENDMENT, dated as of May 8, 2024 (this “Amendment”), is entered into by and between Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“Seller”) and Complete Solaria, Inc., a Delaware corporation, (domesticated from Freedom Acquisition I Corp.) (the “Company”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the EPFT Contract (as defined below).
The purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Seller and ARRW and, solely with respect to the Section titled “Break-up Fees”, Target, on the Trade...Otc Equity Prepaid Forward Transaction • May 2nd, 2023 • Arrowroot Acquisition Corp. • Blank checks
This Confirmation, together with the Pricing Date Notice, evidences a complete binding agreement between Seller, Target and Counterparty as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Second Amendment to OTC Equity Prepaid Forward TransactionOtc Equity Prepaid Forward Transaction • May 14th, 2024 • Complete Solaria, Inc. • Semiconductors & related devices
THIS OTC EQUITY PREPAID FORWARD TRANSACTION SECOND AMENDMENT, dated as of May [**], 2024 (this “Amendment”), is entered into by and between Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“Seller”) and Complete Solaria, Inc., a Delaware corporation, (domesticated from Freedom Acquisition I Corp.) (the “Company”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the EPFT Contract (as defined below).
Date: November 7, 2024 To: Atlantic Coastal Acquisition Corp. II, a Delaware corporation (“ACAB”), and Abpro Corporation, a Delaware Corporation (“Target”). Address: 6 St Johns Lane, Floor 5 New York, NY 10013 From: YA II PN, LTD., a Cayman Islands...Otc Equity Prepaid Forward Transaction • November 8th, 2024 • Atlantic Coastal Acquisition Corp. II • Biological products, (no disgnostic substances)
This Confirmation, together with the Pricing Date Notice(s), evidences a complete binding agreement between Seller, ACAB and Target as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
NOMURA GLOBAL FINANCIAL PRODUCTS INC.Otc Equity Prepaid Forward Transaction • June 5th, 2020 • Kaleyra, Inc. • Services-computer processing & data preparation
Date: October 6, 2021 To: Live Oak Acquisition Corp. II (“Counterparty”) Address: 40 S. Main Street, #2550 Memphis, TN 38103 From: ACM AART VII A LLC, a Delaware limited liability company (“Seller”) Re: OTC Equity Prepaid Forward TransactionOtc Equity Prepaid Forward Transaction • October 7th, 2021 • Live Oak Acquisition Corp II • Semiconductors & related devices
This Confirmation, together with the Pricing Date Notice, evidences a complete binding agreement between Seller and Counterparty as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Date: October 31, 2019 To: GigCapital, Inc. (“Counterparty”) Address: 2479 East Bayshore Road, Suite 200 Palo Alto, CA 94303 Attention: Dr. Avi Katz Email: avi@gigcapitalglobal.com Phone: (650) 276-7040 From: Nomura Global Financial Products Inc....Otc Equity Prepaid Forward Transaction • November 1st, 2019 • GigCapital, Inc. • Blank checks
This Confirmation, together with the Pricing Date Notice, evidences a complete binding agreement between Nomura and Counterparty as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
