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Contract analysis / matter-close-email.eml
matter-close-email.eml
1014-00001 · 15 clauses
High · 0 Medium · 0 Standard · 1
1. Executed original signature pages for the Indenture (OWS and Broadmere Trust Company, N
1. Executed original signature pages for the Indenture (OWS and Broadmere Trust Company, N.A.)
2. Executed original signature pages for the Purchase Agreement (OWS, Ridgepoint Capital M
2. Executed original signature pages for the Purchase Agreement (OWS, Ridgepoint Capital Markets LLC, Harborstone Securities Inc., and Velthorn Zanthor & Co.)
3. Executed capped call confirmations — originals from both Ridgepoint Capital Markets LLC
3. Executed capped call confirmations — originals from both Ridgepoint Capital Markets LLC and Northvane Financial Products LP
4. Executed 2002 ISDA Master Agreements with both capped call counterparties
4. Executed 2002 ISDA Master Agreements with both capped call counterparties
5. Original Secretary's Certificate from David Shih with all exhibits (certificate of inco
5. Original Secretary's Certificate from David Shih with all exhibits (certificate of incorporation, bylaws, board resolutions of May 19, 2023, pricing committee resolutions of May 23, 2023, and incumbency certificate)
6. Officers' Certificate pursuant to Purchase Agreement Section 6(d) signed by Marcus Hard
6. Officers' Certificate pursuant to Purchase Agreement Section 6(d) signed by Marcus Harding and Priya Nandakumar
7. Officers' Certificate to Trustee signed by Priya Nandakumar
7. Officers' Certificate to Trustee signed by Priya Nandakumar
8. C&H legal opinions and negative assurance letter (opinion to initial purchasers, opinio
8. C&H legal opinions and negative assurance letter (opinion to initial purchasers, opinion to trustee, 10b-5 letter) — all dated May 30, 2023
9. Tax memorandum from Leonard Cross dated May 29, 2023
9. Tax memorandum from Leonard Cross dated May 29, 2023
10. DTC Eligibility Letter / Letter of Representations
10. DTC Eligibility Letter / Letter of Representations
11. Comfort letter and bring-down comfort letter from Aldgate & Finch LLP (Robert Nishimur
11. Comfort letter and bring-down comfort letter from Aldgate & Finch LLP (Robert Nishimura, engagement partner)
12. Confirmation of filing of the Nasdaq supplemental listing application (filed May 25, 2
12. Confirmation of filing of the Nasdaq supplemental listing application (filed May 25, 2023) for up to approximately 3,042,325 shares of common stock issuable upon conversion
13. Limited Consent and Waiver under the revolving credit facility with Crestline National
13. Limited Consent and Waiver under the revolving credit facility with Crestline National Bank, N.A., dated May 22, 2023
14. Instruction letter to Broadmere Trust dated May 29, 2023
14. Instruction letter to Broadmere Trust dated May 29, 2023
15. Final Offering Memorandum dated May 24, 2023 Standard
⚑ Commercial term
15. Final Offering Memorandum dated May 24, 2023 **Closing Binder** The comprehensive closing binder has been compiled and includes execution versions of all transaction documents, certificates, opinions, and ancillary deliverables. The master closing checklist maintained by C&H has been updated through today's date, June 12, 2023, with all items marked as received and complete. Electronic copies of the full closing