EXAC / Exactech, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

EX-10.1 7 tm215658d5ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2022 by and between Excolere Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration state

Form of Registration and Stockholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.*

EX-10.2 8 tm215658d5ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDERS RIGHTS AGREEMENT (this “Agreement”) is entered into as of [ ], 2022, by Excolere Acquisition Corp., a Delaware corporation (the “Company”), Excolere Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the additional undersigned par

Consent of Ted Meisel*

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Excolere Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of by Excolere

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

EX-4.4 5 tm215658d5ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2022, is by and between Excolere Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein, in its capacity as the Company’s transfer

Specimen Warrant Certificate.*

Exhibit 4.3 [Form of Warrant Certificate] [FACE]   Number   Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW EXCOLERE ACQUISITION CORP.   Incorporated Under the Laws of the State of Delaware   CUSIP 30152A 118   Warrant Certificate   This Warrant Certificate certifies that , or registered assig

Form of Underwriting Agreement.*

Exhibit 1.1 EXCOLERE ACQUISITION CORP. 17,500,000 Units Underwriting Agreement [?], 2022 UBS Securities LLC As Representative of the several Underwriters listed in Schedule 1 hereto c/o UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 Ladies and Gentlemen: Excolere Acquisition Corp., a Delaware corporation (the ?Company?), proposes to issue and sell to the several underwrite

As filed with the Securities and Exchange Commission on December 15, 2021

As filed with the Securities and Exchange Commission on December 15, 2021 Registration No.

Form of Letter Agreement among the Registrant and each director and executive officer of the Registrant.*

Exhibit 10.9 [ ], 2022 Excolere Acquisition Corp. 2029 Century Park East Suite 400N Los Angeles, CA 90067 Re: Initial Public Offering Ladies and Gentlemen: This letter (the ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Excolere Acquisition Corp., a Delaware corporation (the ?Company?) and UBS S

Form of Letter Agreement between the Registrant and the Sponsor.*

Exhibit 10.8 [ ], 2022 Excolere Acquisition Corp. 2029 Century Park East, Suite 400N Los Angeles, CA 90067 Re: Initial Public Offering Ladies and Gentlemen: This letter (the ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Excolere Acquisition Corp., a Delaware corporation (the ?Company?) and UBS

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.*

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2022 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Excolere Acquisition Corp., a Delaware corporation (the “Company”), and Excolere Acquisition Sponsor LLC, a Delaware limited liabil

Form of Amended and Restated Certificate of Incorporation.*

EX-3.2 3 tm215658d5ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EXCOLERE ACQUISITION CORP. [ ], 2022 Excolere Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is Excolere Acquisition Corp. The original certificate of incorporat

Form of Letter Agreement among the Registrant and each director and executive officer of the Registrant.*

Exhibit 10.9 [ ], 2021 Excolere Acquisition Corp. 2029 Century Park East Suite 400N Los Angeles, CA 90067 Re: Initial Public Offering Ladies and Gentlemen: This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Excolere Acquisition Corp., a Delaware corporation (the “Company”) and UBS S

Specimen Warrant Certificate.*

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW EXCOLERE ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP 30152A 118 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the r

Specimen Unit Certificate.*

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 30152A 118 EXCOLERE ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) share of Class A common stock, par value $0.0001 per share (?Common Stock?), of Ex

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 4.4 WARRANT AGREEMENT between EXCOLERE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of , 2021, is by and between Excolere Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent

- S-1/A

As filed with the Securities and Exchange Commission on March 22, 2021 Registration No.

Form of Amended and Restated Certificate of Incorporation.*

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EXCOLERE ACQUISITION CORP. [ ], 2021 Excolere Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is Excolere Acquisition Corp. The original certificate of incorporation of the Corporation was filed with the

Form of Administrative Services Agreement between the Registrant and the Sponsor.*

Exhibit 10.5 EXCOLERE ACQUISITION CORP. 2029 Century Park East Suite 400N Los Angeles, CA 90067 , 2021 Excolere Acquisition Sponsor LLC 2029 Century Park East Suite 400N Los Angeles, CA 90067 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Excolere Acquisition Corp. (the ?Company?) and Excolere Acquisition Sponsor LLC (?Sponsor?), dated as of the dat

Form of Indemnity Agreement.*

Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of , 2021, by and between Excolere Acquisition Corp., a Delaware corporation (the ?Company?), and [?] (the ?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate

Specimen Class A Common Stock Certificate.*

Exhibit 4.2 NUMBER C- SHARES SPECIMEN CLASS A COMMON STOCK CERTIFICATE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 30152A 118 EXCOLERE ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF EXCOLERE ACQUISITION CORP. (THE ?COMPA

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.*

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and between Excolere Acquisition Corp., a Delaware corporation (the ?Company?), and Excolere Acquisition Sponsor LLC, a Delaware limited liabil

Form of Underwriting Agreement.*

EX-1.1 2 tm215658d2ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 EXCOLERE ACQUISITION CORP. 20,000,000 Units Underwriting Agreement [●], 2021 UBS Securities LLC As Representative of the several Underwriters listed in Schedule 1 hereto c/o UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 Ladies and Gentlemen: Excolere Acquisition Corp., a Delaware corporation (the “Company”), proposes to

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of , 2021 by and between Excolere Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No. 333-252946 (the ?Regis

Form of Letter Agreement between the Registrant and the Sponsor.*

Exhibit 10.8 [ ], 2021 Excolere Acquisition Corp. 2029 Century Park East, Suite 400N Los Angeles, CA 90067 Re: Initial Public Offering Ladies and Gentlemen: This letter (the ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Excolere Acquisition Corp., a Delaware corporation (the ?Company?) and UBS

Form of Registration and Stockholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.*

Exhibit 10.2 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDERS RIGHTS AGREEMENT (this ?Agreement?) is entered into as of [ ], 2021, by Excolere Acquisition Corp., a Delaware corporation (the ?Company?), Excolere Acquisition Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), and the additional undersigned parties listed under Holder on the signature pa

Certificate of Incorporation.**

Exhibit 3.1 Page 1 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “EXCOLERE ACQUISITION CORP.”, FILED IN THIS OFFICE ON THE SIXTH DAY OF JANUARY, A.D. 2021, AT 6:02 O`CLOCK P.M. 4647825 8100 Authentication: 202233336 SR# 20210041464 Date: 01-07-21 You may v

Consent of Mickie Rosen.**

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Excolere Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of by Excolere

EXCOLERE ACQUISITION CORP. A Delaware corporation (Adopted as of January 6, 2021) ARTICLE I

Exhibit 3.3 BY-LAWS OF EXCOLERE ACQUISITION CORP. A Delaware corporation (Adopted as of January 6, 2021) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware is located at 251 Little Falls Drive, in the City of Wilmington, County of New Castle, State of Delaware, 19808. The name of its registered agent at such address is The Corporation

Consent of William Ethridge.*

Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Excolere Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of by Excolere

Promissory Note, dated January 15, 2021, issued to the Sponsor.**

Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Registration Statement - FORM S-1

As filed with the Securities and Exchange Commission on February 10, 2021 Registration No.

Consent of Johnny C. Taylor, Jr.**

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Excolere Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of by Excolere

Securities Subscription Agreement, dated January 15, 2021, between the Registrant and the Sponsor.**

Exhibit 10.7 EXCOLERE ACQUISITION CORP. 2029 Century Park East, Suite 400N Los Angeles, CA 90067 January 15, 2021 Excolere Acquisition Sponsor LLC 2029 Century Park East, Suite 400N Los Angeles, CA 90067 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer Excolere Acquisition Sponsor LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares of