Letter Agreement Sample Contracts

April 13th, 2021 · Common Contracts · 170 similar

Ionis Pharmaceuticals Inc – Contract

THE SECURITIES REPRESENTED HEREBY (THE “WARRANTS”) WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE WARRANTS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF.

November 12th, 2021 · Common Contracts · 166 similar

Apeiron Capital Investment Corp. – November 8, 2021 Apeiron Capital Investment Corp. Boston, Massachusetts 02110

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Apeiron Capital Investment Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over- allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant t

November 4th, 2021 · Common Contracts · 121 similar

Oramed Pharmaceuticals Inc. – STRICTLY CONFIDENTIAL

March 16th, 2021 · Common Contracts · 110 similar

Invacare Corp – Morgan Stanley & Co. LLC New York, NY 10036

To: Invacare Corporation One Invacare WayElyria, Ohio 44035Attention: Chief Financial OfficerTelephone No.: (440) 329-6000 From: Morgan Stanley & Co. LLC Re: Additional Call Option Transaction Date: March 12, 2021

December 10th, 2021 · Common Contracts · 64 similar

Motive Capital Corp II – Motive Capital Corp II 250 Greenwich Street, 7 World Trade Center, Floor 47 New York, NY 10007

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Motive Capital Corp II, a Cayman Islands exempted company (the “Company”), UBS Securities LLC (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 30,000,000 of the Company’s units (or up to 34,500,000 of the Company’s units if the Underwriters exercise their option to purchase additional units) (the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a p

December 9th, 2021 · Common Contracts · 61 similar

Consilium Acquisition Corp I, Ltd. – Consilium Acquisition Corp I, Ltd.

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Consilium Acquisition Corp I, Ltd., a Cayman Islands exempted company (the “Company”), on the one hand, and BTIG, LLC, on the other hand, as the representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (“Units”) (including up to 2,250,000 Units that may be purchased to cover over-allotments, if any), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), one Right and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the P

September 14th, 2021 · Common Contracts · 36 similar

Vici Properties Inc. – Date: September 9, 2021 To: VICI Properties Inc.

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.

August 24th, 2017 · Common Contracts · 30 similar

Cel Sci Corp – STRICTLY CONFIDENTIAL CEL-SCI Corporation

October 12th, 2021 · Common Contracts · 28 similar

Avalon Acquisition Inc. – Avalon Acquisition Inc. San Francisco, CA 94111 Maxim Group LLC New York, NY 10022

This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Avalon Acquisition Inc., a Delaware corporation (the “Company”) and Maxim Group LLC, as representative (“Maxim”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and three-fourths of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.

March 3rd, 2014 · Common Contracts · 27 similar

Cathay General Bancorp – WARRANT TO PURCHASE COMMON STOCK

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.

November 1st, 2021 · Common Contracts · 26 similar

Expensify, Inc. – Expensify, Inc. [●] Shares of Class A Common Stock, par value $0.0001 per share Underwriting Agreement

Expensify, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC (“J.P. Morgan”), Citigroup Global Markets Inc. (“Citi”) and BofA Securities, Inc. (“BofAS”) are acting as representatives (the “Representatives”), an aggregate of [●] shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [●] shares of Class A Common Stock of the Company (collectively, the “Underwritten Shares”). In addition the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [●] shares of Class A Common Stock of the Company, and the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional [●] shares of Class A Com

January 28th, 2020 · Common Contracts · 24 similar

Highland Funds Ii – LETTER AGREEMENT

December 14th, 2021 · Common Contracts · 23 similar

Forbion European Acquisition Corp. – Forbion European Acquisition Corp. Wilmington, Delaware 19807 Re: Initial Public Offering Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Forbion European Acquisition Corp., a Cayman Islands exempted company (the “Company”), and UBS Securities LLC and Kempen & Co. USA, Inc., as underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 12,650,000 of the Company’s units (including up to 1,650,000 units that may be purchased to cover over-allotments, if any) (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). The Units will be sold in the Public Offering pursuant

October 20th, 2021 · Common Contracts · 21 similar

Western Acquisition Ventures Corp. – Western Acquisition Ventures Corp. New York, New York 10004 Re: Initial Public Offering

This letter (this “Letter Agreement”) is being delivered to you by the undersigned (each signatory, an “Insider”) in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and between Western Acquisition Ventures Corp., a Delaware corporation (the “Company”), and A.G.P./Alliance Global Partners, as the representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”) of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (each, a “Warrant”) entitling the holder thereof to purchase one-half of a share of Common Stock at a price of $11.50 per whole share, subject to adjustment. The Units will be sold in the Public Offering will be registered

October 10th, 2007 · Common Contracts · 21 similar

NRDC Acquisition Corp. – William L. Mack

October 13th, 2020 · Common Contracts · 21 similar

Amg Funds – LETTER AGREEMENT

March 22nd, 2021 · Common Contracts · 20 similar

Oaktree Acquisition Corp. III – Oaktree Acquisition Corp. III Los Angeles, CA 90071 Deutsche Bank Securities Inc. New York, New York 10005 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 Morgan Stanley & Co. LLC New York, New York 10036 Re:...

This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Oaktree Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-eighth of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.

November 22nd, 2021 · Common Contracts · 20 similar

AIB Acquisition Corp – New York, New York, 10022 Re: Initial Public Offering Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between AIB Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Maxim Group LLC (the “Representative”), as the representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 8,625,000 of the Company’s units (including up to 1,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A ordinary shares”), and one right (the “Right”). Each Right entitles the holder thereof to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of the Company’s initial business combination, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a regist

May 7th, 2007 · Common Contracts · 20 similar

Symmetry Holdings Inc – LETTER AGREEMENT

Reference is made to the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into among Symmetry Holdings Inc., a Delaware corporation (the “Company”), and the Underwriters named in Schedule I thereto (the “Underwriters”), for whom CIBC World Markets is acting as representative (the “Representative”), relating to a proposed firm commitment underwritten initial public offering (the “IPO”) of units (the “Units”), each comprised of one share of the Company's common stock, par value $0. 001 per share (the “Common Stock”), and one warrant, which is initially exercisable to purchase one share of Common Stock. Capitalized terms used herein that are not defined herein shall have the meanings set forth on Schedule 1 attached hereto.

November 19th, 2021 · Common Contracts · 19 similar

Madison Square Garden Sports Corp. – November 16, 2021 Ms. Victoria M. Mink Madison Square Garden Sports Corp. Two Pennsylvania Plaza New York, NY 10121 Dear Victoria:

This letter agreement (the “Agreement”), effective on January 1, 2022 (the “Effective Date”), will confirm the terms of your employment with Madison Square Garden Sports Corp. (the “Company”) following the Effective Date.

March 28th, 2014 · Common Contracts · 18 similar

COMMITTED CAPITAL ACQUISITION Corp II – Committed Capital Acquisition Corporation II New York, NY 10019 Attn: Michael Rapoport Broadband Capital Management LLC New York, NY 10019 Attn: George Cannon Re: Initial Public Offering Ladies and Gentlemen:

This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and between Committed Capital Acquisition Corporation II, a Delaware corporation (the “Company”), and Broadband Capital Management LLC, as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”) of 8,050,000 of the Company’s units (the “Units”) (including up to 1,050,000 Units subject to an over-allotment option granted to the Underwriters), each comprised of one share of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), and one warrant, where each warrant entitles the holder to purchase one-half of one share of Common Stock (each, a “Warrant”). The Units sold in the Offering shall be quoted and traded on the Over-the-Counter Bulletin Board pursuant to a registration statement on Form S-1 (the “Regi

November 12th, 2021 · Common Contracts · 18 similar

Flag Ship Acquisition Corp – Flag Ship Acquisition Corporation New York, New York, 10016 [Underwriter Representative]

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Flag Ship Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and [___________________], as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.001 per share (the “Ordinary Shares”), one warrant to purchase one-half of an Ordinary Share (“Warrant”) and a right (“Right”) to receive 1/10th of an Ordinary Share. Each Warrant entitles the holder thereof to purchase one-half of one Ordinary Share at a price of $11.50 per share, subject to

November 5th, 2021 · Common Contracts · 17 similar

Legato Merger Corp. Ii – Legato Merger Corp. II New York, NY 10017 EarlyBirdCapital, Inc. New York, NY 10017

This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Legato Merger Corp. II, a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.

December 4th, 2000 · Common Contracts · 16 similar

Grand Union Co /De/ – Execution Copy November 6, 2000 Tim Carnahan Re: Sale Bonus Agreement Dear Tim: The following sets forth the agreement between you and The Grand Union Company, a Delaware corporation (the "Company"), regarding the terms of the sale bonus (the "Sale...

September 29th, 2021 · Common Contracts · 15 similar

GigCapital5, Inc. – GigCapital5, Inc. Palo Alto, CA 94303 Wells Fargo Securities, LLC New York, New York 10001 William Blair & Company, L.L.C. Chicago, IL 60606

This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among GigCapital5, Inc., a Delaware corporation (the “Company”), and Wells Fargo Securities, LLC and William Blair & Company, L.L.C., as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of 20,000,000 units (the “Initial Units”) of the Company, and up to an additional 3,000,000 units (together with the Initial Units, the “Units”) in the event that the Underwriters’ 45-day over-allotment option is exercised in full or in part, each Unit consisting of one share of the Company’s common stock, par value $0.0001 per share (“Common Stock” and such shares included in the Units, the “Offering Shares”), and one redeemable warrant to purchase one share of Common Stock at a price of $11.50 per share, subject to a

July 27th, 2021 · Common Contracts · 15 similar

Singularity Acquisition Corp. – Constellation Acquisition Company PO Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands Re: Securities Subscription Agreement Ladies and Gentlemen:

Constellation Acquisition Company, a Cayman Islands exempted company (the “Company” or “us”), is pleased to accept the offer of Decent Group Co. Ltd, a Cayman Islands exempted company (the “Subscriber” or “you”), to purchase 2,875,000 shares of Class B ordinary shares (the “Shares”), par value $0.0001 per share (the “Class B Ordinary Shares” and, together with all other classes of Company ordinary shares, the “Ordinary Shares”), of which up to 375,000 Shares are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms of this letter agreement (this “Agreement”) on which the Company is willing to sell, and the Subscriber is willing to purchase, the Shares, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:

December 11th, 2020 · Common Contracts · 14 similar

ZW Data Action Technologies Inc. – October 28, 2020

This Agreement shall become effective upon the date it is signed by the Company (the “Effective Date”). The terms of such Placement(s) and the Securities shall be mutually agreed upon by the Company and the investors (each, an “Investor” and collectively, the “Investors”) and nothing herein enables the Placement Agent to bind the Company or any Investor. This Agreement and the documents executed and delivered by the Company and the Investors in connection with the Placement(s) shall be collectively referred to herein as the “Transaction Documents.” The date of each of the closings of the Placement(s) shall be referred to herein as the “Closing Date.” The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by the Placement Agent to purchase or to sell any Securities and does not ensure the successful placement of any Securities or

June 30th, 2008 · Common Contracts · 14 similar

National Steel Co – Transaction

The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the Share Swap Transaction entered into between POBT Bank and Trust Limited (the "POBT"), a company incorporated under the laws of the Commonwealth of The Bahamas, with its principal place of business located at Fort Nassau Centre, Marlborough St. 2nd floor, Suite 202, Nassau, Bahamas and CSN Overseas ("CSN Overseas") a company incorporated under the laws of the Cayman Islands, with its principal place of business located at Caledonian House, Mary Street P.O. Box 1043, Georgetown, Grand Cayman, on the Trade Date specified below (the "Transaction"). This Confirmation constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below.

December 10th, 2021 · Common Contracts · 14 similar

Crypto 1 Acquisition Corp – LETTER AGREEMENT

This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Crypto 1 Acquisition Corp, a Cayman Islands exempted company (the “Company”), and B. Riley Securities, Inc. as representative (the “Representative”) of the Underwriters (the “Underwriters”), relating to the underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, $0.0001 par value (the “Ordinary Shares”), and one-half of one warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the IPO pursuant to a Registration Statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”). Certain capitalized terms used herein ar

December 7th, 2005 · Common Contracts · 14 similar

Diana Shipping Inc. – ] Shares of Common Stock DIANA SHIPPING INC. UNDERWRITING AGREEMENT [ ], 2005

BEAR, STEARNS & CO. INC. WACHOVIA CAPITAL MARKETS, LLC As Representatives of the several Underwriters named in Schedule I attached hereto c/o Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179

April 28th, 2014 · Common Contracts · 14 similar

AMG Funds II – LETTER AGREEMENT

May 21st, 2021 · Common Contracts · 14 similar

AMG Funds IV – LETTER AGREEMENT

March 23rd, 2017 · Common Contracts · 14 similar

Everbridge, Inc. – October 28, 2016

This letter agreement (this “Agreement”) will set forth the terms of your “at-will” employment relationship with Everbridge, Inc., and/or any present or future parent, subsidiary or affiliate thereof (collectively, the “Company”). This Agreement hereby supersedes any and all previous agreements relating to your employment relationship with the Company. The terms of your position with the Company are as set forth below and will be effective only upon, and subject to, the signing of this Agreement and any other agreements or documentation required hereunder, by you and the Company. Your new role shall commence on November 14, 2016 (the “Commencement Date”), unless you and the Company mutually agree on an alternative date.

February 25th, 2021 · Common Contracts · 13 similar

Acceleron Pharma Inc – June 5, 2019 Adam M. Veness, Esq. Dear Adam:

This letter agreement (“Agreement”) sets forth the terms and conditions of your employment with Acceleron Pharma Inc. (the “Company”), as amended and restated as of the date set forth above.

December 3rd, 2021 · Common Contracts · 13 similar

Roth CH Acquisition v Co. – Roth CH Acquisition V Co. 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Craig-Hallum Capital Group LLC 222 South Ninth Street, Suite 350 Minneapolis, MN...

This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Roth CH Acquisition V Co., a Delaware corporation (the “Company”), and Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC (the “Representatives”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one share of common stock of the Company, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 14 hereof.