PREPAID FORWARD PURCHASE AGREEMENTPrepaid Forward Purchase Agreement • March 16th, 2023 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
This Prepaid Forward Purchase Agreement (as amended from time to time, the “Purchase Agreement”) is made by and among Quest Patent Research Corporation, a Delaware corporation (“Quest”), Harbor Island Dynamic LLC, a Texas limited liability company (“Harbor,” and, together with Quest collectively, “Seller”), and QPRC Finance III LLC (“Buyer”), a Delaware limited liability company (each, a “Party,” and collectively, the “Parties”). This Purchase Agreement is effective as of March 12, 2023 (the “Effective Date”). Terms used herein but not otherwise defined shall have the meanings set forth in Schedule I and the exhibits hereto.
AMENDMENT NO. 1 TO PREPAID FORWARD PURCHASE AGREEMENTPrepaid Forward Purchase Agreement • October 4th, 2024 • Mars Acquisition Corp. • Blank checks
This AMENDMENT NO. 1 TO PREPAID FORWARD PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of September 30, 2024, by and among Mars Acquisition Corp., a Cayman Island exempted company (the “SPAC”), ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of Mars (“Pubco”), ScanTech Identification Beam Systems, LLC, a Delaware limited liability company (the “Company” or “ScanTech”), and RiverNorth SPAC Arbitrage Fund, L.P., a Delaware limited partnership (the “Purchaser”) (collectively the “Parties”). Capitalized terms not otherwise defined in this Amendment shall have the meaning given to them in the FPA (as defined below).
AMENDED AND RESTATED PREPAID FORWARD PURCHASE AGREEMENTPrepaid Forward Purchase Agreement • May 31st, 2024 • Quest Patent Research Corp • Wholesale-miscellaneous nondurable goods • New York
This Amended and Restated Prepaid Forward Purchase Agreement (as amended from time to time, the “Purchase Agreement”) is made by and among Quest Patent Research Corporation, a Delaware corporation (“Quest”), Peregrin Licensing LLC, a Texas limited liability company (“Peregrin”), Taasera Licensing LLC, a Texas limited liability company (“Taasera”), Multimodal Media LLC, a Texas limited liability company (“Multimodal”), Tyche Licensing LLC, a Texas limited liability company (“Tyche”), Deepwell IP LLC, a Texas limited liability company (“Deepwell”), Flash Uplink LLC, a Texas limited liability company (“Flash Uplink,” and, together with Quest, Peregrin, Taasera, Multimodal, Tyche, and Deepwell, “Seller”), and QPRC Finance LLC (“Buyer”), a Delaware limited liability company (each, a “Party,” and collectively, the “Parties”). This Purchase Agreement (a) is effective as of February 19, 2021 (the “Effective Date”) and (b) amends, restates, and supersedes in its entirety the Prepaid Forward Pur
FORM OF PREPAID FORWARD PURCHASE AGREEMENTPrepaid Forward Purchase Agreement • July 13th, 2023 • Beneficient • Finance services • New York
This Prepaid Forward Purchase Agreement (this “Agreement”) is entered into as of June 5, 2023, by and between The Beneficient Company Group, L.P., a Delaware limited partnership (“BCG” or the “Company”) and RiverNorth SPAC Arbitrage Fund, L.P. (the “Purchaser”), as amended through June 25, 2023.
PREPAID FORWARD PURCHASE AGREEMENTPrepaid Forward Purchase Agreement • June 28th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals • New York
This Prepaid Forward Purchase Agreement (this “Agreement”) is entered into as of September 4, 2023, by and among Mars Acquisition Corp., a Cayman Island exempted company (“SPAC”), ScanTech Identification Beam Systems, LLC, a Delaware limited liability company (“ScanTech” or the “Company”), Pubco (as herein defined) and RiverNorth SPAC Arbitrage Fund, L.P., a Delaware limited partnership (the “Purchaser”) (collectively the “Parties”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
PREPAID FORWARD PURCHASE AGREEMENTPrepaid Forward Purchase Agreement • July 7th, 2016 • Rennova Health, Inc. • Services-computer processing & data preparation • New York
This Prepaid Forward Purchase Agreement (as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of March 31, 2016 (the “Agreement Date”), is made by and between Racine Funding Co, LLC, a New York limited liability company (“Purchaser”), on the one hand, and Rennova Health, Inc., a Delaware corporation (“Rennova”), Biohealth Medical Laboratory, Inc., a Florida corporation (“Biohealth”), and PB Laboratories, LLC, a Florida limited liability company (“PB,” and collectively with Rennova and Biohealth, jointly and severally, “Seller”), on the other hand. Christopher Eric Diamantis, an individual who resides in Florida (“Diamantis”), is also a Party hereto and is referred to herein as “Guarantor.” In consideration of the agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Purchaser, and Guarantor agree as follows:
AMENDMENT NO. 2 TO PREPAID FORWARD PURCHASE AGREEMENTPrepaid Forward Purchase Agreement • November 14th, 2024 • Mars Acquisition Corp. • Blank checks
This AMENDMENT NO. 2 TO PREPAID FORWARD PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of November 12, 2024, by and among Mars Acquisition Corp., a Cayman Island exempted company (the “SPAC”), ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of Mars (“Pubco”), ScanTech Identification Beam Systems, LLC, a Delaware limited liability company (the “Company” or “ScanTech”), and RiverNorth SPAC Arbitrage Fund, L.P., a Delaware limited partnership (the “Purchaser”) (collectively the “Parties”). Capitalized terms not otherwise defined in this Amendment shall have the meaning given to them in the FPA (as defined below).
4AMENDMENT NO. 1 TO PREPAID FORWARD PURCHASE AGREEMENTPrepaid Forward Purchase Agreement • October 1st, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals
This AMENDMENT NO. 1 TO PREPAID FORWARD PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of September 30, 2024, by and among Mars Acquisition Corp., a Cayman Island exempted company (the “SPAC”), ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of Mars (“Pubco”), ScanTech Identification Beam Systems, LLC, a Delaware limited liability company (the “Company” or “ScanTech”), and RiverNorth SPAC Arbitrage Fund, L.P., a Delaware limited partnership (the “Purchaser”) (collectively the “Parties”). Capitalized terms not otherwise defined in this Amendment shall have the meaning given to them in the FPA (as defined below).
PREPAID FORWARD PURCHASE AGREEMENTPrepaid Forward Purchase Agreement • August 14th, 2023 • FG Merger Corp. • Services-prepackaged software • New York
This Prepaid Forward Purchase Agreement (this “Agreement”) is entered into as of August 14, 2023, by and among FG Merger Corp., a Delaware corporation (“SPAC” or “Parent”)), iCoreConnect Inc., a Nevada corporation (“ICCT” or the “Company”) and RiverNorth SPAC Arbitrage Fund, L.P., a Delaware limited partnership (the “Purchaser”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
Certain information in this Exhibit has been omitted because it is both not material and would be competitively harmful if publicly disclosed. Such information is denoted by [ꞏ]. PREPAID FORWARD PURCHASE AGREEMENTPrepaid Forward Purchase Agreement • November 14th, 2023 • Parkervision Inc • Radio & tv broadcasting & communications equipment • Delaware
This Prepaid Forward Purchase Agreement (as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of August 14, 2023 (the “Agreement Date”), is made by and between Brickell Key Investments LP, a Delaware limited partnership (“Purchaser”) and ParkerVision, Inc., a Florida corporation (“Seller”). In consideration of the agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:
