WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • April 1st, 2021 • Paysafe LTD • Services-business services, nec • New York
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of March 30, 2021, by and among Foley Trasimene Acquisition Corp. II, a Delaware corporation (“FTAC”), Paysafe Limited, an exempted limited company incorporated under the laws of Bermuda (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • October 9th, 2024 • Innventure, Inc. • Blank checks • New York
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of October 2, 2024, by and among Learn CW Investment Corporation, a Cayman Islands exempted company (“Learn CW”), Learn SPAC HoldCo, Inc., a Delaware corporation and direct, wholly owned subsidiary of Learn CW (“Holdco”), and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Stock Company, LLC), a New York limited liability company (the “Warrant Agent” and together with Learn CW and Holdco, collectively as the “Parties” and individually, each a “Party”).
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • June 21st, 2023 • Prime Number Holding LTD • Miscellaneous electrical machinery, equipment & supplies • New York
THIS WARRANT ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of [__], 2023, by among Prime Number Acquisition I Corp., a Delaware corporation (“Company”), Prime Number Holding Limited, a Cayman Islands exempted PubCo limited by shares (“PubCo”), and VStock Transfer, LLC, a California limited liability company (the “Warrant Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Warrant Agreement (as defined below).
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • February 2nd, 2022 • Super Group (SGHC) LTD • Services-miscellaneous amusement & recreation • New York
THIS WARRANT ASSUMPTION AGREEMENT (this “Warrant Assumption Agreement”) is entered into as of January 27, 2022 by and among SPORTS ENTERTAINMENT ACQUISITION CORP., a Delaware corporation (the “SEAC”), SUPER GROUP (SGHC) LIMITED, a company incorporated under the laws of Guernsey (“NewCo”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (the “Warrant Agent”).
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • April 28th, 2021 • Genius Sports LTD • Services-miscellaneous amusement & recreation • New York
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of April 20, 2021, by and among dMY Technology Group, Inc. II, a Delaware corporation (the “dMY”), Galileo NewCo Limited, a company incorporated under the laws of Guernsey (“NewCo”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • March 22nd, 2022 • Spartan Acquisition Corp. III • Blank checks • New York
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of March 16, 2022, by and among Spartan Acquisition Corp. III, a Delaware corporation (“Spartan”), Athena Pubco B.V., a Dutch private limited liability company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • January 27th, 2023 • Bridger Aerospace Group Holdings, Inc. • Services-business services, nec • New York
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of January 24, 2023, by and among Jack Creek Investment Corp., a Cayman Islands exempted company (“JCIC”), Wildfire New PubCo, Inc., a Delaware corporation and direct, wholly owned subsidiary of JCIC (“New PubCo”), and Continental Stock Transfer & Trust Company, a New York Limited Purpose Trust Company (the “Warrant Agent” and together with JCIC and New PubCo, collectively as the “Parties” and individually, each a “Party”).
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • November 24th, 2021 • Wejo Group LTD • Services-computer processing & data preparation • New York
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of November 18, 2021, by and among Virtuoso Acquisition Corp., a Delaware corporation (“VOSO”), Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”), and Continental Stock Transfer & Trust Company, a New York Limited Purpose Trust Company (the “Warrant Agent”).
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • July 9th, 2021 • Alight Group, Inc. • Blank checks • New York
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of July 2, 2021, by and among Foley Trasimene Acquisition Corp., a Delaware corporation (“FTAC”), Alight, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • June 22nd, 2023 • Urgent.ly Inc. • Services-computer processing & data preparation • New York
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of [____], 2023, by and among Otonomo Technologies Ltd., a company organized under the laws of the State of Israel (“Otonomo”), Urgent.ly Inc., a Delaware corporation (“Urgently”), and American Stock Transfer & Trust Company, a New York limited liability company (the “Warrant Agent”).
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • October 2nd, 2024 • Foxx Development Holdings Inc. • Computer communications equipment • New York
THIS WARRANT ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of September 25, 2024, by among Acri Capital Acquisition Corporation, a Delaware corporation (“Company”), Acri Capital Merger Sub I Inc. a Delaware corporation and wholly-owned subsidiary of the Company (“PubCo”), and VStock Transfer, LLC, a California limited liability company (the “Warrant Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Warrant Agreement (as defined below).
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • February 10th, 2022 • BRC Inc. • Beverages • New York
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of February 9, 2022, by and among SilverBox Engaged Merger Corp I, a Delaware corporation (“SilverBox”), BRC Inc., a Delaware corporation and wholly owned subsidiary of SilverBox (“PubCo”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Business Combination Agreement (as defined below).
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • March 28th, 2023 • Near Intelligence, Inc. • Services-computer processing & data preparation • Delaware
This WARRANT ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of March 28, 2023, by and between Near Intelligence, Inc., a corporation incorporated under the laws of Delaware (the “Company”), and Harbert European Specialty Lending Company II, S.À.R.L., incorporated as a Société à responsabilité limitée, (the “Holder”). Unless otherwise defined herein, all capitalized terms shall have the meaning ascribed to them in the A&R Warrant Agreement (as defined below).
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • December 1st, 2022 • Kludein I Acquisition Corp • Services-computer processing & data preparation • Delaware
This WARRANT ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of November 3, 2022, (the “Effective Date”) by and between Near Intelligence Holdings Inc., a corporation incorporated under the laws of Delaware, United States of America with registration number 6646754 and registered office at 108 Lakeland Ave, Dover, Kent, Delaware (“Near USA”), and Harbert European Specialty Lending Company II, S.À.R.L., incorporated as a Société à responsabilité limitée, with registered number B213757 and its registered address at 5, Rue Guillaume Kroll, L-1882 Luxembourg (the “Holder”). Unless otherwise defined herein, all capitalized terms shall have the meaning ascribed to them in the Warrant Agreement (as defined below).
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • February 1st, 2007 • Harris Stratex Networks, Inc. • Radio & tv broadcasting & communications equipment • New York
THIS WARRANT ASSUMPTION AGREEMENT (the “Assumption Agreement”) dated as of January 26, 2007, by and between HARRIS STRATEX NETWORKS, INC., a corporation incorporated in the State of Delaware (“Newco”), and STRATEX NETWORKS, INC., a corporation incorporated in the State of Delaware (“Stratex”), is made and delivered pursuant to Section 6 of those certain Warrants to Purchase Common Stock of Stratex (the “Warrants”) issued in connection with the Purchase Agreement dated as of September 21, 2004 by and between Stratex and certain Investors listed in Schedule I attached thereto. All capitalized terms used in this Assumption Agreement and not otherwise defined herein shall have the meanings assigned to them in the Warrants.
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • August 3rd, 2021 • Roivant Sciences Ltd. • Pharmaceutical preparations • New York
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of [__], 2021, by and among Montes Archimedes Acquisition Corp., a Delaware corporation (“MAAC”), Roivant Sciences Ltd., a Bermuda exempted limited company (“Roivant”), and American Stock Transfer & Trust Company, LLC, a New York limited liability company (the “Warrant Agent”).
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • September 3rd, 2020 • Global Blue Group Holding AG • Services-computer processing & data preparation • New York
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of August 28, 2020, by and among Far Point Acquisition Corporation, a Delaware corporation (the “Company”), Global Blue Group Holding AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law (“New Topco”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • February 14th, 2011 • Active Network Inc • Services-prepackaged software • California
THIS WARRANT ASSUMPTION AGREEMENT (the “Agreement”) is entered into and effective as of December 16, 1999 by and between ActiveUSA.com, Inc., a Delaware corporation (formerly known as RaceGate.com, Inc. and referred to herein as the “Company”), ActiveUSA.com, Inc., a Florida corporation (“Active-Florida”), and as a holder of a Warrant to purchase shares of Common Stock of Active-Florida (the “Warrant Holder”).
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • March 4th, 2009 • Willbros Group, Inc.\NEW\ • Oil & gas field services, nec • New York
This Warrant Assumption Agreement (this “Assumption Agreement”) is entered into as of January 30, 2009, by and between Willbros Group, Inc., a Republic of Panama corporation (“Willbros Panama”), and Willbros Group, Inc., a Delaware corporation (the “Company” or “Willbros Delaware”).
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • March 30th, 2004 • Alliance Bancshares Inc • National commercial banks • Georgia
Pursuant to and in accordance with the terms and provisions of Section 2.6 of that certain Plan of Reorganization (the "Reorganization Plan") dated April 23, 2003, between Alliance Bancshares, Inc. ("Bancshares") and Alliance National Bank ("the Bank"), the Warrant Agreement of the undersigned warrant holder from the Bank (the "Bank Warrant"), a copy of which is attached hereto as Schedule 2, is hereby assumed by Bancshares in accordance with the terms of the Reorganization Plan and the Bank Warrant. As provided in the Reorganization Plan, from and after the time that the Reorganization is consummated, (i) the Bank Warrant assumed by Bancshares may be exercised solely for Bancshares $.10 par value common stock (hereinafter "Bancshares Stock"), (ii) the number of shares of Bancshares Stock subject to the Bank Warrant shall be equal to the same number of shares of Bank Stock subject to such Bank Warrant immediately prior to the time of consummation of the Reorganization, and (iii) the pe
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • March 4th, 2024 • Inno Holdings Inc. • Steel pipe & tubes • New York
THIS WARRANT ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of March 1, 2024, by and between Inno Holdings Inc., a Texas corporation (the “Company”) and AC Sunshine Securities LLC, a Florida limited liability company (the “Warrantholder”).
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • July 19th, 2024 • Acri Capital Merger Sub I Inc. • Computer communications equipment • New York
THIS WARRANT ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of [_], 2024, by among Acri Capital Acquisition Corporation, a Delaware corporation (“Company”), Acri Capital Merger Sub I Inc. a Delaware corporation and wholly-owned subsidiary of the Company (“PubCo”), and VStock Transfer, LLC, a California limited liability company (the “Warrant Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Warrant Agreement (as defined below).
WAIVER AND WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • March 28th, 2023 • Near Intelligence, Inc. • Services-computer processing & data preparation • Delaware
This WAIVER AND WARRANT ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of March 28, 2023, by and between Near Intelligence, Inc., a corporation incorporated under the laws of Delaware (the “Company”), and Harbert European Specialty Lending Company II, S.À.R.L., incorporated as a Société à responsabilité limitée (the “Holder”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assumption Agreement • March 8th, 2022 • Endurance Acquisition Corp. • Blank checks • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [●], 2022, by and among Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (“TopCo”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • October 9th, 2015 • Midatech Pharma PLC • Pharmaceutical preparations • New York
THIS WARRANT ASSUMPTION AGREEMENT, dated as of , 2015 (the “Agreement”), by and between Midatech Pharma PLC, a public limited liability company organized under the laws of England and Wales (“Parent”) and DARA BioSciences, Inc., a Delaware corporation (the “Company”), is made and entered into in connection with the transactions contemplated by that certain Agreement and Plan of Merger dated as of June 3, 2015 (the “Merger Agreement”) by and among Parent, the Company, Merlin Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Duke Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Secondary Merger Sub”), and Shareholder Representative Services, LLC. All capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Merger Agreement.
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • September 1st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of [•], 2023, by and among Denali Capital Acquisition Corp., a Cayman Islands exempted company (“Denali”), Denali SPAC Holdco, Inc., a Delaware corporation and direct, wholly owned subsidiary of Denali (“Holdco”), and VStock Transfer, LLC, a California limited liability company (the “Warrant Agent” and together with Denali and Holdco, collectively as the “Parties” and individually, each a “Party”).
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • August 23rd, 2023 • Pyxis Oncology, Inc. • Pharmaceutical preparations • New York
This WARRANT ASSUMPTION AGREEMENT (this “Agreement”) is made as of August 23, 2023 by and among Apexigen, Inc., a Delaware corporation (“Apexigen”), and Pyxis Oncology, Inc., a Delaware corporation (“Pyxis Oncology”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assumption Agreement • August 16th, 2021 • Rockley Photonics Holdings LTD • Semiconductors & related devices • New York
This Assignment, Assumption and Amendment Agreement (this “Warrant Assumption Agreement”) is made as of August 11, 2021, by and among SC Health Corporation, a Cayman Islands exempted company (the “Company”), Rockley Photonics Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability (“HoldCo”), Computershare Inc., a Delaware corporation (“Computershare Inc.”), Computershare Trust Company, N.A., a federally chartered trust company and a wholly owned subsidiary of Computershare Inc. (“Trust Company” and together with Computershare Inc., “Computershare”, whereby Computershare shall serve as the successor warrant agent in place of American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“AST”)), and SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”).
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • June 19th, 2020 • Global Blue Group Holding AG • Services-computer processing & data preparation • New York
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of [•], 2020, by and among Far Point Acquisition Corporation, a Delaware corporation (the “Company”), Global Blue Group Holding AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law (“New Topco”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
