Revelation Biosciences, Inc 8-K, filed Dec 23, 2021
Revelation Biosciences, Inc. (REVB)
About this 8-K
Revelation Biosciences, Inc filed this 8-K on December 23, 2021, reporting on events of December 21, 2021.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
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Item 1.01. Entry into a Material Definitive Agreement.
Backstop Agreements
On December 21, 2021, Petra entered into certain backstop agreements (the “Backstop Agreements”) with AXA Prime Impact Master Fund (“AXA”) (through a backstop agreement with Revelation, LifeSci Venture Partners (“LifeSci”) and other Petra and Revelation institutional, and individual investors (such additional institutional and individual investors, together with LifeSci and Revelation collectively, the “Backstop Subscribers”). Pursuant to the Backstop Agreements, the Backstop Subscribers have agreed to subscribe for and purchase, in the aggregate, up to $4.5 million of shares of Petra’s common stock, par value $0.001 per share (the “Petra Common Stock”), in the event that more than $31.5 million of shares of Petra Common Stock are submitted for redemption in connection with Petra’s proposed business combination with Revelation (the “Business Combination”).
Revelation obtained the financing for its Backstop Agreement through a convertible note financing in an amount of up to $2.5 million from an AXA (the “Convertible Note”), the proceeds of which may be used by Revelation solely to purchase shares of Petra Common Stock from redeeming Petra stockholders who redeem shares of Petra Common Stock in connection with the Business Combination. If the Business Combination is completed, the Convertible Note will be repaid through a transfer of any shares of Petra Common Stock purchased by Revelation such that there will be no additional shares of Petra Common Stock issued in connection with the Backstop Agreements.
The foregoing description is only a summary of the Backstop Agreements and is qualified in its entirety by reference to the full text of each of the Backstop Agreements, which are filed as Exhibits 10.1.1 to 10.1.14 to Petra’s Form 8-K dated December 23, 2021 and is incorporated by reference herein.
Forward Share Purchase Agreement
On December 21, 2021, Petra also entered into a forward share purchase agreement (the “Purchase Agreement”) with Meteora Capital Partners and its affiliates (collectively, “Meteora”) pursuant to which Meteora has committed, subject to certain customary closing conditions, to purchase additional shares of Petra Common Stock in open market transactions or from redeeming stockholders so that Meteora holds at least 750,000 shares of Petra common stock as of the closing of the Business Combination, and to not redeem any of such 750,000 shares of Petra Common Stock, in connection with the business combination.
The Purchase Agreement provides that Meteora may elect to sell and transfer to Petra, and that Petra will purchase from Meteora, on the one month anniversary of the closing of the Business Combination up to 750,000 shares of Petra Common Stock (the “Petra Share Repurchase”) held by Meteora at the time of closing of the Business Combination (the “Meteora Shares”). The price at which Meteora has the right to sell the Meteora Shares to the Petra is $10.2031 per share. Meteora will notify the Petra in writing not less than five business days prior to the closing date of the Petra Share Repurchase (the “Closing Date”), specifying the number of Meteora Shares that Petra will be required to purchase.
Pursuant to the Purchase Agreement, Meteora is also permitted at its election to sell any or all of the Meteora Shares in the open market commencing after the closing of the Business Combination, so long as the sale price exceeds $10.2031 per share.
Pursuant to an escrow agreement dated December 21, 2021 (the “Escrow Agreement”), by and among Petra, Continental Stock Transfer and Trust Co. (“Continental”) and Meteora, to secure its purchase obligation to Meteora, at the closing of the Business Combination, Petra will place into escrow with Continental an aggregate amount of $7,652,325. If and when Meteora sells the Meteora Shares to any third party, an amount equal to Petra’s purchase price obligation for that portion of such Meteora Shares, which Meteora sells in the open market, will be released from escrow to Petra.
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In exchange for the Petra’s commitment to purchase the Meteora Shares on the Closing Date, Meteora agrees to continue to hold, and not offer, sell, contract to sell, pledge, transfer, assign, or otherwise dispose of, directly or indirectly, or hedge (including any transactions involving any derivative securities of Petra and including any Short Sales (as defined in the Purchase Agreement) involving any of Petra’s securities) the Meteora Shares prior to the Closing Date. In consideration for Meteora’s entry into the Purchase Agreement and the transactions and covenants therein, the
The Purchase Agreement contains customary representations, warranties and covenants from the parties.
The amount placed in escrow will not be available to the post-Business Combination company (“New Revelation”) to fund its operations post-closing of the Business Combination and accordingly if New Revelation is required to fulfill its obligations under the Purchase Agreement it will require additional financing in the immediate term. Such financing may be dilutive to existing shareholders of New Revelation and there can be no assurance that such financing will be available on terms favorable to New Revelation or at all.
The foregoing description is only a summary of the Purchase Agreement and Escrow Agreement and is qualified in its entirety by reference to the full text of the Purchase Agreement and Escrow Agreement, which are filed as Exhibits 10.2 and 10.3, respectively, to Petra’s Form 8-K dated December 23, 2021 and are incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information included in Item 1.01 of this Current Report on Form 8-K, with respect to the Purchase Agreement (defined below), is also incorporated by reference into this Item 2.03 of this Current Report on Form 8-K to the extent required.
Item 7.01 Regulation FD Disclosure
On December 21 ,2021, Petra Acquisition Inc. (“Petra”) and Revelation Biosciences, Inc. (“Revelation”) issued a joint press release announcing the execution of certain backstop agreements and forward share purchase agreements for up to $12 million in connection with Petra’s proposed Business Combination (as defined in item 8.01 herein) with Revelation. Attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference is the copy of the joint press release issued on December 21, 2021 by Petra and Revelation announcing the execution of the backstop and forward purchase agreements.
The information in this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 8.01 Other Events
Supplemental Information Regarding the Petra Board Process In Connection with the Business Combination
As previously reported, on August 29, 2021, Petra entered into a definitive business combination agreement (the “Merger Agreement”) with Revelation in connection with the Business Combination. Also, as previously disclosed, on December 6, 2021, Petra obtained a fairness opinion (the “Fairness Opinion”) in connection with the Business Combination, to meet certain requirements set forth in Petra’s second amended and restated certificate of incorporation. The Fairness Opinion was prepared and delivered to Petra by Scalar, LLC (“Scalar”).
In connection with the decision by the Petra board of directors (the “Board”) to proceed with the Business Combination, no financial projections for Revelation were reviewed by the Board (or by Scalar in connection with the preparation and delivery of its Fairness Opinion) because at the time of the entry into the Merger Agreement, Revelation was a pre-clinical biotechnology company and accordingly such projections would be speculation.
Neither Revelation or Petra nor any of their respective board members or officers had previously had any business relationship with Scalar nor did any of such persons receive any compensation from Scalar in connection with its engagement with Petra for the preparation and delivery of the Fairness Opinion.
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Important Information and Where to Find It
In connection with the proposed Business Combination described herein, Petra has filed, and the SEC has declared effective, a Registration Statement on Form S-4, that includes a proxy statement/prospectus. Petra will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the Special Meeting relating to the transaction. INVESTORS AND STOCKHOLDERS OF PETRA ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT PETRA WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PETRA, REVELATION AND THE BUSINESS COMBINATION. The definitive proxy statement and other relevant materials in connection with the transaction (when they become available), and any other documents filed by Petra with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov).
Participants in the Solicitation
Petra and its directors and executive officers may be deemed participants in the solicitation of proxies from Petra’s stockholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in Petra is included in the proxy statement for the proposed Business Combination and is available at www.sec.gov. Additional information regarding the interests of such participants is contained in the proxy statement for the proposed Business Combination. Information about Petra’s directors and executive officers and their ownership of Petra common stock is set forth in Petra’s prospectus, dated October 7, 2020, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants in the proxy solicitation is included in the proxy statement pertaining to the proposed Business Combination. These documents can be obtained free of charge at the SEC’s website (www.sec.gov).
Revelation and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Petra in connection with the proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination is included in the proxy statement for the proposed Business Combination.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the anticipated benefits of the transaction, the anticipated timing of the transaction, the future business and financial condition of the company post-closing and expected financial impacts of the transaction, the satisfaction of closing conditions to the transaction, the level of redemptions of Petra’s public stockholders; the market opportunities for Revelation’s product candidates; and the potential for regulatory approval for Revelation’s product candidates. These forward-looking statements are generally identified by the words “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions. Forward-looking statements are statements that are not historical facts. We caution investors that forward-looking statements are based on management’s expectations and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements, which speak only as of the date they were made. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: risks relating to the successful completion of RVL-CLR01 clinical study; the risk that we may not fully enroll our RVL-CLR01 clinical study or enrollment will take longer than expected; risks relating to the occurrence of adverse safety events and/or unexpected concerns that may arise from data or analysis from our RVL-CLR01 clinical study; the occurrence of any event, change or other circumstances that could give rise to an amendment or termination of the Merger Agreement and the proposed transaction contemplated thereby; the inability to complete the transactions contemplated by the Merger Agreement due to the failure to obtain approval of the stockholders of Petra or Revelation or other conditions to closing in the Merger Agreement; the inability to project with any certainty the amount of cash proceeds remaining in the Petra trust account at the closing of the transaction; the uncertainty relative to the cash made available to Revelation at the closing as a result of redemption requests made by the Petra stockholders; the inability of the company post-closing to obtain or maintain the listing of its securities on Nasdaq following the Business Combination; the amount of costs related to the Business Combination; Revelation’s ability to yield sufficient cash proceeds from the transaction to support its short-term operations and research and development efforts since the Merger Agreement requires no minimum level of funding in the trust fund to close the transaction; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination; changes in applicable laws or regulations; the ability of Revelation to meet its post-closing financial and strategic goals, due to, among other things, competition; the ability of the company post-closing to grow and manage growth profitability and retain its key employees; the possibility that the company post-closing may be adversely affected by other economic, business, and/or competitive factors; risks relating to the successful development of Revelation’s product candidates; the clinical utility of an increase in intranasal cytokine levels as a biomarker of viral infections; the ability to complete planned clinical studies of REVTx-99; expected initiation of the clinical studies, the timing of clinical data; the outcome of the clinical data, including whether the results of such study is positive or whether it can be replicated; the outcome of data collected, including whether the results of such data and/or correlation can be replicated; the timing, costs, conduct and outcome of our other clinical studies; the anticipated treatment of future clinical data by the FDA, the EMA or other regulatory authorities, including whether such data will be sufficient for approval; the success of future development activities for REVTx-99 and expanded indications, REVTx-200, REVDx-501, or any other product candidates; potential indications for which product candidates may be developed; the potential impact that COVID-19 may have on Revelation’s suppliers, vendors, regulatory agencies, employees and the global economy as a whole; the expected duration over which Revelation’s balances will fund its operations; and other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the SEC by Petra.
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Item 9.01. Financial Statements and Exhibits
| (c) | Exhibits: |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 23, 2021
| PETRA ACQUISITION, INC. | ||
| By: | /s/ Andreas Typaldos | |
| Name: | Andreas Typaldos | |
| Title: | Chairman & Chief Executive Officer | |
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Exhibit 10.1.1
AGREEMENT
This AGREEMENT (this “Agreement”) is made as of this 20th day of December 2021 by and between Petra Acquisition, Inc. (“Petra”) and Revelation Biosciences, Inc. (“Buyer”).
WHEREAS, Petra was organized for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, an operating business (“Business Combination”);
WHEREAS, Petra has entered into that certain Merger Agreement as of August 27, 2021 by and among Petra, Revelation Biosciences, Inc. (“Target”), and Petra Acquisition Merger Sub Inc. (the “Acquisition Agreement”);
WHEREAS, the public holders of Petra common stock may redeem their shares of Petra common stock (“Common Stock”) for a portion of the funds being held in Petra’s trust account in connection with the Business Combination; and
WHEREAS, subject to the terms of this Agreement, Buyer will agree to purchase up to $2.5 million of shares (the “Shares”) of Common Stock.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
ARTICLE I
Purchase and Closing
Section 1.01 Purchase. In the event that Petra receives redemption requests from its public stockholders for an aggregate amount of $31.5 million or greater, Buyer hereby agrees that it will purchase from such redeeming public stockholders $2 million of Shares, at prices no greater than the redemption amount per public share of Common Stock at the closing of the vote for the Business Combination; provided, however, that the number of Shares to be purchased by Buyer from the redeeming public stockholders pursuant to this Section 1.01 shall be reduced by the number of shares of Common Stock, if any, acquired by the Buyer in the open market following the date of this Agreement (based on the purchase price paid by Buyer for such Shares in the open market). The closing of the purchase of the Shares by Buyer from the redeeming public stockholders shall occur prior to the Special Meeting of Petra’s stockholders to vote on the approval of the Business Combination. Buyer further agrees not to request redemption of any of the Shares acquired in the open market.
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ARTICLE II
Representations and Warranties of Petra
Petra hereby represents and warrants to Buyer on the date hereof and as of the Closing that:
Section 2.01 Organization. Petra is a corporation, duly incorporated, validly existing and in good standing in the jurisdiction of its incorporation. Petra has the requisite corporate power and authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby and thereby.
Section 2.02 Authority; Non-Contravention. This Agreement has been validly authorized, executed and delivered by Petra and assuming the due authorization, execution and delivery thereof by Buyer, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Petra does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Petra is a party which would prevent Petra from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Petra is subject.
ARTICLE III
Representations and Warranties of the Buyer
Buyer hereby represents and warrants to Petra on the date hereof and as of the Closing that:
Section 3.01 Organization. Buyer is a corporation or limited liability company, duly incorporated or organized, validly existing and in good standing in the jurisdiction of its incorporation or organization. Buyer has the requisite corporate or limited liability company power and authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby and thereby.
Section 3.02 Authority; Non-Contravention. This Agreement has been validly authorized, executed and delivered by Buyer and assuming the due authorization, execution and delivery thereof by Petra, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Buyer does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Buyer is a party which would prevent Buyer from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Buyer is subject.
Section 3.03 Governmental Approvals. All consents, approvals, orders, authorizations, registrations, qualifications, designations, declarations or filings with any governmental or other authority on the part of Buyer required in connection with the consummation of the transactions contemplated in the Agreement have been or shall have been obtained prior to and be effective as of the Closing.
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Section 3.04 Sophisticated Buyer. Buyer is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the purchase of Shares.
Section 3.05 No Brokers. No broker, investment banker, financial advisor, finder or other person has been retained by or is authorized to act on behalf of Buyer that will be entitled to any fee or commission for which Petra will be liable in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby.
ARTICLE IV
Acknowledgement; Waiver; Registration Rights
Section 4.01 Acknowledgement; Waiver. Buyer (i) acknowledges that Petra may possess or have access to material non-public information which has not been and will not be communicated to Buyer; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against Petra or any of its officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transactions contemplated by this Agreement, including without limitation, any such claims arising under the securities or other laws, rules and regulations, and (iii) is aware that Petra is relying on the foregoing acknowledgement and waiver in clauses (i) and (ii) above, respectively, in connection with the transactions contemplated by this Agreement.
ARTICLE V
Miscellaneous
Section 5.01 Termination. This Agreement shall terminate on the earlier of (i) the closing of the Business Combination, (ii) the date the Acquisition Agreement is terminated, and (iii) January 31, 2022.
Section 5.02 Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile transmission, and any such executed facsimile copy shall be treated as an original.
Section 5.03 Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of New York. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall, to the fullest extent applicable, be brought and enforced first in the Southern District of New York, then to such other court in the State of New York as appropriate and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
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Section 5.04 Remedies Cumulative. Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement. Accordingly, Buyer hereby agrees that Petra is entitled to an injunction prohibiting any conduct by the Buyer in violation of this Agreement and the Buyer shall not seek the posting of any bond in connection with such request for an injunction. Furthermore, in any action by Petra to enforce this Agreement, Buyer waives its right to assert any counterclaims and its right to assert set-off as a defense. The prevailing party agrees to pay all costs and expenses, including reasonable attorneys’ and experts’ fees that such prevailing party may incur in connection with the enforcement of this Agreement.
Section 5.05 Severability. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated
Section 5.06 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.
Section 5.07 Headings. The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.
Section 5.08 Entire Agreement; Changes in Writing. This Agreement constitutes the entire agreement among the parties hereto and supersedes and cancels any prior agreements, representations and warranties, whether oral or written, among the parties hereto relating to the transaction contemplated hereby. Neither this Agreement nor any provision hereof may be changed or amended orally, but only by an agreement in writing signed by the other party hereto.
Section 5.09 Waiver. Reference is made to the Final Prospectus of Petra dated October 7, 2020 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus.
Holder has read the Prospectus and understand that Petra has established a “trust account,” initially in an amount of at least $70,000,000 for the benefit of the “public stockholders” and the underwriters of Petra’s initial public offering (the “Underwriters”) and that, except for certain exceptions described in the Prospectus, Petra may disburse monies from the trust account only: (i) to the public stockholders in the event of the conversion of their shares or the liquidation of Company; or (ii) to Petra and the underwriters after consummation of a business combination, as described in the Prospectus.
For and in consideration of Petra entering into this Agreement with Holder, Holder hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the trust account (other than in connection with redemption rights or the dissolution of Petra) (“Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Petra and will not seek recourse against the trust account for any reason whatsoever, other than in connection with redemption rights or the dissolution of Petra.
Section 5.10 Further Assurances. If at any time any of the parties hereto shall consider or be advised that any further documents or actions are necessary or desirable to vest, perfect or confirm of record or otherwise the rights, title or interest in or to the Shares or under or otherwise pursuant to this Agreement, the parties hereto shall execute and deliver such further documents or take such actions and provide all assurances and to take and do all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in or to the Shares or under or otherwise pursuant to this Agreement.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth on the first page of this Agreement.
| PETRA ACQUISITION, INC. | ||
| By: | /s/ Andreas Typaldos | |
| Name: | Andreas Typaldos | |
| Title: | Chief Executive Officer | |
| REVELATION BIOSCIENCES, INC. | ||
| By: | /s/ James Rolke | |
| Name: | James Rolke | |
| Title: | CEO | |
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Exhibit 10.1.2
AGREEMENT
This AGREEMENT (this “Agreement”) is made as of this 21th day of December 2021 by and between Petra Acquisition, Inc. (“Petra”) and Mr. George F. Tidmarsh, M.D., Ph.D. (“Buyer”).
WHEREAS, Petra was organized for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, an operating business (“Business Combination”);
WHEREAS, Petra has entered into that certain Merger Agreement as of August 27, 2021 by and among Petra, Revelation Biosciences, Inc. (“Target”), and Petra Acquisition Merger Sub Inc. (the “Acquisition Agreement”);
WHEREAS, the public holders of Petra common stock may redeem their shares of Petra common stock (“Common Stock”) for a portion of the funds being held in Petra’s trust account in connection with the Business Combination; and
WHEREAS, subject to the terms of this Agreement, Buyer will agree to purchase up to $750,000 of shares (the “Shares”) of Common Stock.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
ARTICLE I
Purchase and closing
Section 1.01 Purchase. In the event that Petra receives redemption requests from its public stockholders for an aggregate amount of $31.5 million or greater, Buyer hereby agrees that it will purchase from such redeeming public stockholders $750,000 of Shares, at prices no greater than the redemption amount per public share of Common Stock at the closing of the vote for the Business Combination; provided, however, that the number of Shares to be purchased by Buyer from the redeeming public stockholders pursuant to this Section 1.01 shall be reduced by the number of shares of Common Stock, if any, acquired by the Buyer in the open market following the date of this Agreement (based on the purchase price paid by Buyer for such Shares in the open market). The closing of the purchase of the Shares by Buyer from the redeeming public stockholders shall occur prior to the Special Meeting of Petra’s stockholders to vote on the approval of the Business Combination. Buyer further agrees not to request redemption of any of the Shares acquired in the open market.
ARTICLE II
Representations and warranties of petra
Petra hereby represents and warrants to Buyer on the date hereof and as of the Closing that:
Section 2.01 Organization. Petra is a corporation, duly incorporated, validly existing and in good standing in the jurisdiction of its incorporation. Petra has the requisite corporate power and authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby and thereby.
Section 2.02 Authority; Non-Contravention. This Agreement has been validly authorized, executed and delivered by Petra and assuming the due authorization, execution and delivery thereof by Buyer, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Petra does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Petra is a party which would prevent Petra from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Petra is subject.
ARTICLE III
Representations and warranties of the buyer
Buyer hereby represents and warrants to Petra on the date hereof and as of the Closing that:
Section 3.01 Organization. If Buyer is a corporation or limited liability company, buyer is duly incorporated or organized, validly existing and in good standing in the jurisdiction of its incorporation or organization; and Buyer has the requisite corporate or limited liability company power and authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby and thereby.
Section 3.02 Authority; Non-Contravention. This Agreement has been validly authorized, executed and delivered by Buyer and assuming the due authorization, execution and delivery thereof by Petra, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Buyer does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Buyer is a party which would prevent Buyer from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Buyer is subject.
Section 3.03 Governmental Approvals. All consents, approvals, orders, authorizations, registrations, qualifications, designations, declarations or filings with any governmental or other authority on the part of Buyer required in connection with the consummation of the transactions contemplated in the Agreement have been or shall have been obtained prior to and be effective as of the Closing.
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Section 3.04 Sophisticated Buyer. Buyer is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the purchase of Shares.
Section 3.05 No Brokers. No broker, investment banker, financial advisor, finder or other person has been retained by or is authorized to act on behalf of Buyer that will be entitled to any fee or commission for which Petra will be liable in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby.
ARTICLE IV
Acknowledgement; waiver; registration rights
Section 4.01 Acknowledgement; Waiver. Buyer (i) acknowledges that Petra may possess or have access to material non-public information which has not been and will not be communicated to Buyer; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against Petra or any of its officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non- public information in connection with the transactions contemplated by this Agreement, including without limitation, any such claims arising under the securities or other laws, rules and regulations, and (iii) is aware that Petra is relying on the foregoing acknowledgement and waiver in clauses (i) and (ii) above, respectively, in connection with the transactions contemplated by this Agreement.
ARTICLE V
Miscellaneous
Section 5.01 Termination. This Agreement shall terminate on the earlier of (i) the closing of the Business Combination, (ii) the date the Acquisition Agreement is terminated, and (iii) January 31, 2022.
Section 5.02 Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile transmission, and any such executed facsimile copy shall be treated as an original.
Section 5.03 Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of New York. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall, to the fullest extent applicable, be brought and enforced first in the Southern District of New York, then to such other court in the State of New York as appropriate and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
Section 5.04 Remedies Cumulative. Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement. Accordingly, Buyer hereby agrees that Petra is entitled to an injunction prohibiting any conduct by the Buyer in violation of this Agreement and the Buyer shall not seek the posting of any bond in connection with such request for an injunction. Furthermore, in any action by Petra to enforce this Agreement, Buyer waives its right to assert any counterclaims and its right to assert set-off as a defense. The prevailing party agrees to pay all costs and expenses, including reasonable attorneys’ and experts’ fees that such prevailing party may incur in connection with the enforcement of this Agreement.
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Section 5.05 Severability. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated
Section 5.06 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.
Section 5.07 Headings. The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.
Section 5.08 Entire Agreement; Changes in Writing. This Agreement constitutes the entire agreement among the parties hereto and supersedes and cancels any prior agreements, representations and warranties, whether oral or written, among the parties hereto relating to the transaction contemplated hereby. Neither this Agreement nor any provision hereof may be changed or amended orally, but only by an agreement in writing signed by the other party hereto.
Section 5.09 Waiver. Reference is made to the Final Prospectus of Petra dated October 7, 2020 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus.
Holder has read the Prospectus and understand that Petra has established a “trust account,” initially in an amount of at least $70,000,000 for the benefit of the “public stockholders” and the underwriters of Petra’s initial public offering (the “Underwriters”) and that, except for certain exceptions described in the Prospectus, Petra may disburse monies from the trust account only: (i) to the public stockholders in the event of the conversion of their shares or the liquidation of Company; or (ii) to Petra and the underwriters after consummation of a business combination, as described in the Prospectus.
For and in consideration of Petra entering into this Agreement with Holder, Holder hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the trust account (other than in connection with redemption rights or the dissolution of Petra) (“Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Petra and will not seek recourse against the trust account for any reason whatsoever, other than in connection with redemption rights or the dissolution of Petra.
Section 5.10 Further Assurances. If at any time any of the parties hereto shall consider or be advised that any further documents or actions are necessary or desirable to vest, perfect or confirm of record or otherwise the rights, title or interest in or to the Shares or under or otherwise pursuant to this Agreement, the parties hereto shall execute and deliver such further documents or take such actions and provide all assurances and to take and do all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in or to the Shares or under or otherwise pursuant to this Agreement.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth on the first page of this Agreement.
| PETRA ACQUISITION, INC. |
| By: | ||
| Name: | ||
| Title: |
| George F. Tidmarsh, M.D., Ph.D. |
| By: | /s/ George Tidmarsh M.D., Ph.D. | |
| Name: | George Tidmarsh M.D., Ph.D. | |
| Title: | Owner |
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Exhibit 10.1.3
AGREEMENT
This AGREEMENT (this “Agreement”) is made as of this 17th day of December 2021 by and between Petra Acquisition, Inc. (“Petra”) and LifeSci Venture Master SPV, LLC (“Buyer”).
WHEREAS, Petra was organized for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, an operating business (“Business Combination”);
WHEREAS, Petra has entered into that certain Merger Agreement as of August 27, 2021 by and among Petra, Revelation Biosciences, Inc. (“Target”), and Petra Acquisition Merger Sub Inc. (the “Acquisition Agreement”);
WHEREAS, the public holders of Petra common stock may redeem their shares of Petra common stock (“Common Stock”) for a portion of the funds being held in Petra’s trust account in connection with the Business Combination; and
WHEREAS, subject to the terms of this Agreement, Buyer will agree to purchase up to $250,000 of shares (the “Shares”) of Common Stock.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
ARTICLE I
Purchase And Closing
Section 1.01 Purchase. In the event that Petra receives redemption requests from its public stockholders for an aggregate amount of $31.5 million or greater, Buyer hereby agrees that it will purchase from such redeeming public stockholders $500,000 of Shares, at prices no greater than the redemption amount per public share of Common Stock at the closing of the vote for the Business Combination; provided, however, that the number of Shares to be purchased by Buyer from the redeeming public stockholders pursuant to this Section 1.01 shall be reduced by the number of shares of Common Stock, if any, acquired by the Buyer in the open market following the date of this Agreement (based on the purchase price paid by Buyer for such Shares in the open market). The closing of the purchase of the Shares by Buyer from the redeeming public stockholders shall occur prior to the Special Meeting of Petra’s stockholders to vote on the approval of the Business Combination. Buyer further agrees not to request redemption of any of the Shares acquired in the open market.
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ARTICLE II
Representations And Warranties Of Petra
Petra hereby represents and warrants to Buyer on the date hereof and as of the Closing that:
Section 2.01 Organization. Petra is a corporation, duly incorporated, validly existing and in good standing in the jurisdiction of its incorporation. Petra has the requisite corporate power and authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby and thereby.
Section 2.02 Authority; Non-Contravention. This Agreement has been validly authorized, executed and delivered by Petra and assuming the due authorization, execution and delivery thereof by Buyer, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Petra does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Petra is a party which would prevent Petra from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Petra is subject.
ARTICLE III
Representations And Warranties Of The Buyer
Buyer hereby represents and warrants to Petra on the date hereof and as of the Closing that:
Section 3.01 Organization. Buyer is a corporation or limited liability company, duly incorporated or organized, validly existing and in good standing in the jurisdiction of its incorporation or organization. Buyer has the requisite corporate or limited liability company power and authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby and thereby.
Section 3.02 Authority; Non-Contravention. This Agreement has been validly authorized, executed and delivered by Buyer and assuming the due authorization, execution and delivery thereof by Petra, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Buyer does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Buyer is a party which would prevent Buyer from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Buyer is subject.
Section 3.03 Governmental Approvals. All consents, approvals, orders, authorizations, registrations, qualifications, designations, declarations or filings with any governmental or other authority on the part of Buyer required in connection with the consummation of the transactions contemplated in the Agreement have been or shall have been obtained prior to and be effective as of the Closing.
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Section 3.04 Sophisticated Buyer. Buyer is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the purchase of Shares.
Section 3.05 No Brokers. No broker, investment banker, financial advisor, finder or other person has been retained by or is authorized to act on behalf of Buyer that will be entitled to any fee or commission for which Petra will be liable in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby.
ARTICLE IV
Acknowledgement; Waiver; Registration Rights
Section 4.01 Acknowledgement; Waiver. Buyer (i) acknowledges that Petra may possess or have access to material non-public information which has not been and will not be communicated to Buyer; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against Petra or any of its officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non- public information in connection with the transactions contemplated by this Agreement, including without limitation, any such claims arising under the securities or other laws, rules and regulations, and (iii) is aware that Petra is relying on the foregoing acknowledgement and waiver in clauses (i) and (ii) above, respectively, in connection with the transactions contemplated by this Agreement.
ARTICLE V
Miscellaneous
Section 5.01 Termination. This Agreement shall terminate on the earlier of (i) the closing of the Business Combination, (ii) the date the Acquisition Agreement is terminated, and (iii) January 31, 2022.
Section 5.02 Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile transmission, and any such executed facsimile copy shall be treated as an original.
Section 5.03 Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of New York. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall, to the fullest extent applicable, be brought and enforced first in the Southern District of New York, then to such other court in the State of New York as appropriate and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
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Section 5.04 Remedies Cumulative. Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement. Accordingly, Buyer hereby agrees that Petra is entitled to an injunction prohibiting any conduct by the Buyer in violation of this Agreement and the Buyer shall not seek the posting of any bond in connection with such request for an injunction. Furthermore, in any action by Petra to enforce this Agreement, Buyer waives its right to assert any counterclaims and its right to assert set-off as a defense. The prevailing party agrees to pay all costs and expenses, including reasonable attorneys' and experts' fees that such prevailing party may incur in connection with the enforcement of this Agreement.
Section 5.05 Severability. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated
Section 5.06 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.
Section 5.07 Headings. The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.
Section 5.08 Entire Agreement; Changes in Writing. This Agreement constitutes the entire agreement among the parties hereto and supersedes and cancels any prior agreements, representations and warranties, whether oral or written, among the parties hereto relating to the transaction contemplated hereby. Neither this Agreement nor any provision hereof may be changed or amended orally, but only by an agreement in writing signed by the other party hereto.
Section 5.09 Waiver. Reference is made to the Final Prospectus of Petra dated October 7, 2020 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus.
Holder has read the Prospectus and understand that Petra has established a “trust account,” initially in an amount of at least $70,000,000 for the benefit of the “public stockholders” and the underwriters of Petra’s initial public offering (the “Underwriters”) and that, except for certain exceptions described in the Prospectus, Petra may disburse monies from the trust account only: (i) to the public stockholders in the event of the conversion of their shares or the liquidation of Company; or (ii) to Petra and the underwriters after consummation of a business combination, as described in the Prospectus.
For and in consideration of Petra entering into this Agreement with Holder, Holder hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the trust account (other than in connection with redemption rights or the dissolution of Petra) (“Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Petra and will not seek recourse against the trust account for any reason whatsoever, other than in connection with redemption rights or the dissolution of Petra.
Section 5.10 Further Assurances. If at any time any of the parties hereto shall consider or be advised that any further documents or actions are necessary or desirable to vest, perfect or confirm of record or otherwise the rights, title or interest in or to the Shares or under or otherwise pursuant to this Agreement, the parties hereto shall execute and deliver such further documents or take such actions and provide all assurances and to take and do all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in or to the Shares or under or otherwise pursuant to this Agreement.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth on the first page of this Agreement.
| PETRA ACQUISITION, INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
| LifeSci Venture Master SPV, LLC | ||
| By: | /s/ Paul Yook | |
| Name: | Paul Yook | |
| Title: | Managing Member | |
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Exhibit 10.1.4
AGREEMENT
This AGREEMENT (this “Agreement”) is made as of this 17th day of December 2021 by and between Petra Acquisition, Inc. (“Petra”) and Monashee Investment Managment LLC (“Buyer”).
WHEREAS, Petra was organized for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, an operating business (“Business Combination”);
WHEREAS, Petra has entered into that certain Merger Agreement as of August 27, 2021 by and among Petra, Revelation Biosciences, Inc. (“Target”), and Petra Acquisition Merger Sub Inc. (the “Acquisition Agreement”);
WHEREAS, the public holders of Petra common stock may redeem their shares of Petra common stock (“Common Stock”) for a portion of the funds being held in Petra’s trust account in connection with the Business Combination; and
WHEREAS, subject to the terms of this Agreement, Buyer will agree to purchase up to $1 million of shares (the “Shares”) of Common Stock.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
ARTICLE I
Purchase And Closing
Section 1.01 Purchase. In the event that Petra receives redemption requests from its public stockholders for an aggregate amount of $31.5 million or greater, Buyer hereby agrees that it will purchase from such redeeming public stockholders $1 million of Shares, at prices no greater than the redemption amount per public share of Common Stock at the closing of the vote for the Business Combination; provided, however, that the number of Shares to be purchased by Buyer from the redeeming public stockholders pursuant to this Section 1.01 shall be reduced by the number of shares of Common Stock, if any, acquired by the Buyer in the open market following the date of this Agreement (based on the purchase price paid by Buyer for such Shares in the open market). The closing of the purchase of the Shares by Buyer from the redeeming public stockholders shall occur prior to the Special Meeting of Petra’s stockholders to vote on the approval of the Business Combination. Buyer further agrees not to request redemption of any of the Shares acquired in the open market.
ARTICLE II
Representations and Warranties of Petra
Petra hereby represents and warrants to Buyer on the date hereof and as of the Closing that:
Section 2.01 Organization. Petra is a corporation, duly incorporated, validly existing and in good standing in the jurisdiction of its incorporation. Petra has the requisite corporate power and authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby and thereby.
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Section 2.02 Authority; Non-Contravention. This Agreement has been validly authorized, executed and delivered by Petra and assuming the due authorization, execution and delivery thereof by Buyer, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Petra does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Petra is a party which would prevent Petra from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Petra is subject.
ARTICLE III
Representations And Warranties Of The Buyer
Buyer hereby represents and warrants to Petra on the date hereof and as of the Closing that:
Section 3.01 Organization. Buyer is a corporation or limited liability company, duly incorporated or organized, validly existing and in good standing in the jurisdiction of its incorporation or organization. Buyer has the requisite corporate or limited liability company power and authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby and thereby.
Section 3.02 Authority; Non-Contravention. This Agreement has been validly authorized, executed and delivered by Buyer and assuming the due authorization, execution and delivery thereof by Petra, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Buyer does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Buyer is a party which would prevent Buyer from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Buyer is subject.
Section 3.03 Governmental Approvals. All consents, approvals, orders, authorizations, registrations, qualifications, designations, declarations or filings with any governmental or other authority on the part of Buyer required in connection with the consummation of the transactions contemplated in the Agreement have been or shall have been obtained prior to and be effective as of the Closing.
Section 3.04 Sophisticated Buyer. Buyer is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the purchase of Shares.
Section 3.05 No Brokers. No broker, investment banker, financial advisor, finder or other person has been retained by or is authorized to act on behalf of Buyer that will be entitled to any fee or commission for which Petra will be liable in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby.
ARTICLE IV
Acknowledgement; Waiver; Registration Rights
Section 4.01 Acknowledgement; Waiver. Buyer (i) acknowledges that Petra may possess or have access to material non-public information which has not been and will not be communicated to Buyer; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against Petra or any of its officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non- public information in connection with the transactions contemplated by this Agreement, including without limitation, any such claims arising under the securities or other laws, rules and regulations, and (iii) is aware that Petra is relying on the foregoing acknowledgement and waiver in clauses (i) and (ii) above, respectively, in connection with the transactions contemplated by this Agreement.
2
ARTICLE V
Miscellaneous
Section 5.01 Termination. This Agreement shall terminate on the earlier of (i) the closing of the Business Combination, (ii) the date the Acquisition Agreement is terminated, and (iii) January 31, 2022.
Section 5.02 Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile transmission, and any such executed facsimile copy shall be treated as an original.
Section 5.03 Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of New York. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall, to the fullest extent applicable, be brought and enforced first in the Southern District of New York, then to such other court in the State of New York as appropriate and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
Section 5.04 Remedies Cumulative. Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement. Accordingly, Buyer hereby agrees that Petra is entitled to an injunction prohibiting any conduct by the Buyer in violation of this Agreement and the Buyer shall not seek the posting of any bond in connection with such request for an injunction. Furthermore, in any action by Petra to enforce this Agreement, Buyer waives its right to assert any counterclaims and its right to assert set-off as a defense. The prevailing party agrees to pay all costs and expenses, including reasonable attorneys' and experts' fees that such prevailing party may incur in connection with the enforcement of this Agreement.
Section 5.05 Severability. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated
Section 5.06 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.
Section 5.07 Headings. The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.
Section 5.08 Entire Agreement; Changes in Writing. This Agreement constitutes the entire agreement among the parties hereto and supersedes and cancels any prior agreements, representations and warranties, whether oral or written, among the parties hereto relating to the transaction contemplated hereby. Neither this Agreement nor any provision hereof may be changed or amended orally, but only by an agreement in writing signed by the other party hereto.
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Section 5.09 Waiver. Reference is made to the Final Prospectus of Petra dated October 7, 2020 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus.
Holder has read the Prospectus and understand that Petra has established a “trust account,” initially in an amount of at least $70,000,000 for the benefit of the “public stockholders” and the underwriters of Petra’s initial public offering (the “Underwriters”) and that, except for certain exceptions described in the Prospectus, Petra may disburse monies from the trust account only: (i) to the public stockholders in the event of the conversion of their shares or the liquidation of Company; or (ii) to Petra and the underwriters after consummation of a business combination, as described in the Prospectus.
For and in consideration of Petra entering into this Agreement with Holder, Holder hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the trust account (other than in connection with redemption rights or the dissolution of Petra) (“Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Petra and will not seek recourse against the trust account for any reason whatsoever, other than in connection with redemption rights or the dissolution of Petra.
Section 5.10 Further Assurances. If at any time any of the parties hereto shall consider or be advised that any further documents or actions are necessary or desirable to vest, perfect or confirm of record or otherwise the rights, title or interest in or to the Shares or under or otherwise pursuant to this Agreement, the parties hereto shall execute and deliver such further documents or take such actions and provide all assurances and to take and do all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in or to the Shares or under or otherwise pursuant to this Agreement.
4
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth on the first page of this Agreement.
| PETRA ACQUISITION, INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
| Monashee Solitario Fund LP | ||
| By: | /s/ Jeff Muller | |
| Name: | Jeff Muller | |
| Title: | CCO, Monashee Investment Management , LLC |
|
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Exhibit 10.2
FORWARD SHARE PURCHASE AGREEMENT
This Forward Share Purchase Agreement (this “Agreement”) is entered into as of December 21, 2021, by and among (i) Petra Acquisition, Inc, a Delaware corporation (“Petra”), (ii) Meteora Special Opportunity Fund I, LP, a Delaware limited partnership (“MSOF”), and (iii) Meteora Capital Partners, LP, a Delaware limited partnership (“MCP” and together with MSOF, each individually an “Investor” and collectively, the “Investors”). Each of Petra, MSOF and MCP is individually referred to herein as a “Party” and collectively as the “Parties”.
Recitals
WHEREAS, Petra is a special purpose acquisition company, also known as a blank check company, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses;
WHEREAS, Petra has entered into a Business Combination Agreement, dated as of August 29, 2021 (the “Business Combination Agreement”), by and among Petra, Petra Acquisition Merger Inc., a Delaware corporation (“Merger Sub”), and Revelation Biosciences, Inc., a Delaware Corporation (“Revelation”), pursuant to which a wholly-owned merger subsidiary of Petra will merge with and into Revelation, and then Revelation as the surviving company of that merger will merge with and into Petra (such transactions, the “Business Combination”), which will be renamed Revelation Biosciences, Inc. upon the consummation of that second merger (Revelation Biosciences, Inc., as the post-combination company shall be referred to herein as the “Company”), and Petra has filed a definitive proxy statement with the U.S. Securities and Exchange Commission (the “Commission”) that will seek, among other things, stockholder approval of the Business Combination at a special meeting of shareholders (the “Business Combination Meeting”); and
WHEREAS, the Parties wish to enter into this Agreement, pursuant to which the Company shall purchase from the Investors, and the Investors may sell and transfer to the Company, in each case, subject to the conditions set forth herein, certain shares of Common Stock (as defined herein) of Petra held by the Investors (the “Shares”) on the terms set forth herein.
NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the Parties agree as follows:
Agreement
1. Sale of Shares; Shares Purchase and Sale; Closing.
(a) Forward Share Purchase. Subject to the conditions set forth in Section 4, on the date that is one (1) month after the closing of the Business Combination (the “Business Combination Closing Date”), the Investors may elect to sell and transfer to the Company, and the Company shall purchase from the Investors, up to that number of Shares (including any Additional Shares) that are then held by the Investors, but not to exceed 750,000 Shares (including any Additional Shares) in the aggregate unless otherwise agreed in writing by all Parties, at a price per Share equal to $10.2031 per Share (the “Shares Purchase Price”). Each Investor shall, notify the Company and the Escrow Agent in writing five (5) Business Days (as defined below) prior to the date that is one (1) month after the Business Combination Closing Date whether or not such Investor is exercising such Investor’s right to sell any of the Shares (including any Additional Shares) held by such Investor to the Company pursuant to this Agreement (each, a “Shares Sale Notice”). Any Investor that fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence shall be deemed to have forfeited its right to sell any Shares (including any Additional Shares) to the Company pursuant to this Agreement.
(b) Shares Closing. If a Shares Sale Notice is timely delivered by any Investor to the Company and Escrow Agent, the closing of the sale of the Shares contemplated in each such timely delivered Share Sales Notice (the “Shares Closing”) shall occur no later than the date that is one (1) month after the Business Combination Closing Date (the “Shares Closing Date”). On the Shares Closing Date, each selling Investor shall deliver, or cause to be delivered, the Shares (including any Additional Shares) subject to the applicable Shares Sale Notice free and clear of all liens and encumbrances to Escrow Agent and, in exchange therefor, the Escrow Agent shall deliver to each such selling Investor(s) an amount equal to (i) the Shares Purchase Price multiplied by (ii) the number of Shares being sold by such selling Investor (with respect to any particular selling Investor, the “Investor Shares Purchase Price”), which shall be paid by wire transfer of immediately available funds from the Escrow Account. The Escrow Agent shall, (i) without delay, release from the Escrow Account to each selling Investor on the Shares Closing Date, for such selling Investor’s use without restriction, an amount equal to such Investor’s Investor Shares Purchase Price, and (ii) promptly deliver such sold Shares to the Company.
2. Representations and Warranties of the Investors. Each Investor represents and warrants to Petra and the Company, severally and not jointly, as of the date hereof:
(a) Organization and Power. Such Investor is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.
(b) Authorization. Such Investor has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by such Investor will constitute the valid and legally binding obligation of such Investor enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies ((i) and (ii) collectively, the “Enforceability Exceptions”).
(c) Governmental Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of such Investor in connection with the consummation of the transactions contemplated by this Agreement (collectively, the “Transactions”) other than disclosure reports regarding such transactions that such Investor is required to file in accordance with the terms of the Exchange Act (as defined below).
(d) Compliance with Other Instruments. The execution, delivery and performance by such Investor of this Agreement and the consummation by such Investor and the other Investors of the Transactions will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound, or (v) of any provision of federal or state statute, rule or regulation applicable to it, in each case (other than clause (i)), which would have a material adverse effect on such Investor or any of the other Investors or its or their ability to consummate the Transactions.
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(e) Shareholdings; Share Purchase by Investors. As of the date of this Agreement, the Investors collectively hold [●] Shares, with each Investor’s holdings of Shares set forth on Appendix A hereto. To the extent that the Investors hold less than 750,000 Shares as of the date hereof, the Investors shall purchase prior to January 4, 2022 (the “Redemption Date”) such additional Shares at or below trust value either (i) in the open market or (ii) from Petra’s public stockholders electing to redeem their shares such that as of the Redemption Date the Investors shall collectively hold 750,000 Shares provided however, if less than 750,000 shares are tendered for redemption; Investors’ aggregate obligation is to the number of shares tendered for redemption.
(f) Disclosure of Information. Such Investor has had an opportunity to discuss Petra’s and the Company’s business, management and financial affairs, and the terms and conditions of this Agreement, as well as the terms of the Business Combination, with Petra’s management.
(g) No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or written agreement delivered pursuant hereto, neither any Investor nor any person acting on behalf of such Investor nor any of such Investor’s affiliates (collectively, the “Investor Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to such Investor or the other Investors, and the Investor Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by Petra in Section 3 of this Agreement, in any certificate or written agreement delivered pursuant hereto and in any public filings, the Investor Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Petra Parties (as defined below).
3. Representations and Warranties of Petra. Petra represents and warrants to each Investor as follows:
(a) Organization and Corporate Power. Petra is a corporation duly incorporated, validly existing and in good standing as a corporation under the laws of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. Petra has no subsidiaries other than the merger subsidiary referenced in the recitals hereto that was formed for the purpose of effecting the Business Combination.
(b) Authorization. All corporate action required to be taken by Petra’s Board of Directors in order to authorize Petra to enter into this Agreement has been taken. This Agreement, when executed and delivered by Petra, shall constitute the valid and legally binding obligation of Petra, enforceable against Petra in accordance with its term, subject to the effect of the Enforceability Exceptions.
(c) Disclosure. Petra has not disclosed to either Investor material non-public information with respect to Petra or the Business Combination, other than any such information that shall be publicly disclosed by Petra either by the issuance of a press release or the filing with the Commission a Current Report on Form 8-K, in each case, by 9:00 a.m., Eastern Time on the first Business Day immediately following the date that the Parties enter into this Agreement. Such public disclosure shall disclose the name of the Investors as having entered into the Agreement.
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(d) Governmental Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of Petra in connection with the consummation of the Transactions, other than disclosure reports regarding such transactions Petra is required to file in accordance with the terms of the Exchange Act.
(e) Compliance with Other Instruments. The execution, delivery and performance by Petra of this Agreement and the consummation by Petra of the Transactions will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound, or (v) of any provision of federal or state statute, rule or regulation applicable to it, in each case (other than clause (i)), which would have a material adverse effect on Petra or its ability to consummate the Transactions.
(f) Adequacy of Financing. The Company will have available to it sufficient funds to satisfy its obligations under this Agreement.
(g) SEC Filings. None of Petra’s reports and other filings with the Commission, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(h) No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or written agreement delivered pursuant hereto or in any public filings, neither Petra or any person on behalf of Petra nor any of Petra’s affiliates (collectively, the “Petra Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to Petra, the Company, the Transactions or the Business Combination, and the Petra Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Investors in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Petra Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Investor Parties.
4. Additional Agreements.
(a) Net Long Position. During the term of this Agreement, each Investor agrees to maintain a net long position of the Company’s securities.
(b) No Redemptions; No Tenders. Each Investor further agrees not to, (i) request redemption of any of the Shares (including any Additional Shares) in conjunction with Petra’s shareholders’ approval of the Business Combination, or (ii) tender the Shares (including any Additional Shares) to Petra in response to any redemption or tender offer that Petra may commence for its shares of common stock, par value $0.001 per share (the “Common Stock”).
(c) Option to Purchase Additional Shares and Certain Derivatives. Petra hereby acknowledges that nothing in this Agreement shall prohibit the Investors from purchasing from third parties prior to the Business Combination Closing Date additional shares of Common Stock, including shares that have previously been tendered by third parties for redemption at their original redemption value in conjunction with Petra’s stockholders’ approval of the Business Combination, to the extent such third parties unwind such tenders for redemption (the “Additional Shares”), or any warrants, convertible notes or options (including puts or calls) of Petra; provided, the aggregate number of Shares and Additional Shares owned by the Investors and subject to Sections 1, 4(b) and 4(c) shall not exceed 750,000 shares of Common Stock, unless otherwise agreed in writing by all Parties. For the avoidance of doubt, all Additional Shares shall be deemed Shares for all purposes hereunder and shall be purchased by the Company in accordance with Section 1.
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(d) Open Market Sale. Notwithstanding anything to the contrary herein, the Parties agree that the Investors shall, commencing on the Business Combination Closing Date, have the right, but not the obligation, to sell any or all of the Shares (including any Additional Shares) in the open market if the sale price exceeds $10.2031 per Share prior to payment of any commissions due by the Investors for such sale.
(e) Escrow.
(i) Simultaneously with the closing of the Business Combination, Petra shall deposit, for good and valuable consideration, the receipt, sufficiency and adequacy of which Petra hereby acknowledges, into an escrow account (the “Escrow Account”) with Continental Stock Transfer & Trust Company (the “Escrow Agent”), subject to the terms of a written escrow agreement (the “Escrow Agreement”) substantially in the form attached as Exhibit A hereto and to be entered into on or prior to the Business Combination Closing Date, an amount equal to the lesser of (x) $7,652,325.00 and (y) $10.2031 multiplied by the number of Shares and Additional Shares held by the Investors as of the closing of the Business Combination, including after application of any ratable reduction as provided for in Section 4(a) (the “Escrowed Funds”). The Escrow Agreement shall irrevocably cause the Escrow Agent to release from the Escrow Account the aggregate Shares Purchase Price in accordance with Section 1. The payments to be made by the Escrow Agent to the Investors in accordance with Section 1 or to the Investors and the Company in accordance with Section 4(d), if applicable, will be made solely with the Escrowed Funds.
(ii) Upon receipt by the Escrow Agent and Company of written notice that any Investor has sold Shares above $10.2031 (including any Additional Shares) as provided in Section 4(d), the Escrow Agent may release to the Company for the Company’s use without restriction an aggregate amount equal to the number of Shares (including any Additional Shares) sold multiplied by $10.2031.
(iii) In the event that any Investor elects not to sell to the Company any Shares (including any Additional Shares) held by such Investor by either (A) an Investor delivering a written notice to the Company on behalf of itself stating such Investor’s intention not to sell any Shares (or any Additional Shares) to the Company, or (B) such Investor failing to timely deliver a Shares Sale Notice to the Company pursuant to Section 1(a) for all of its Shares, the Company may promptly issue instructions to the Escrow Agent to release from the Escrow Account to the Company for the Company’s use without restriction an amount equal to (x) $10.2031 multiplied by (y) the number of Shares held by such Investor.
(f) Notification. The Company shall promptly notify the Investors of the occurrence of any event that would make any of the representations and warranties of Petra set forth in Section 3 untrue or incorrect at any time between the date of this Agreement and the Shares Closing Date.
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(g) Security Agreement in Escrow Account. To secure the obligations of Petra and the Company under this Agreement, Petra and the Company each grant to the Investors a security interest in, and lien on, all right, title, and interest of Petra and the Company in and to the Escrow Account in respect of all funds required to satisfy Petra’s and the Company’s obligations hereunder, the Escrow Agreement, all rights related thereto, and all proceeds, products, and profits of the foregoing. In the event of a default by Petra or the Company under this Agreement or the Escrow Agreement, then, in addition to any other rights the Investors may have under this Agreement, the Escrow Agreement, and applicable law, the Investors shall also have the rights and remedies of a secured party under the Uniform Commercial Code as enacted in the State of New York. Petra and the Company shall use commercially reasonable efforts to prepare and file such UCC financing statements or other documents as reasonably directed by the Investors with respect to their security interests.
(h) Indemnification. Petra (referred to as the “Indemnitor”) agrees to indemnify the Investors and their respective officers, directors, employees, agents and shareholders (collectively referred to as the “Indemnitees”) against, and hold them harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable and documented out- of-pocket outside counsel fees, which the Indemnitees may suffer or incur by reason of any action, claim or proceeding, in each case, brought by a third party creditor of Petra, the Company or any of their respective subsidiaries asserting that the Investors are not entitled to receive the aggregate Share Purchase Price or such portion thereof as they are entitled to receive pursuant to Section 1(a) and Section 4(d) of this Agreement, in each case unless such action, claim or proceeding is the result of the fraud, bad faith, willful misconduct or gross negligence of any Indemnitee.
5. Closing Conditions. The obligation of the Company to purchase the Shares at the Shares Closing under this Agreement shall be subject in all respects to the consummation of the Business Combination and such Shares being free and clear of all liens and other encumbrances as of the Shares Closing.
6. Termination. This Agreement may be terminated as follows:
(a) at any time by mutual written consent of all Parties;
(b) at the election of the Investors if the stockholders of Petra fail to approve the Business Combination before March 31, 2022, subject to extension by mutual agreement; and
(c) prior to the closing of the Business Combination by mutual agreement of the Investors if there occurs a Company Material Adverse Effect (as defined in the Business Combination Agreement).
(d) By the Investors, if prior to the Business Combination Meeting, all Parties, and Continental Stock Transfer & Trust Company, have not executed the Escrow Agreement.
In the event of termination in accordance with Section 6(a), 6(b), 6(c), or 6(d), this Agreement shall forthwith become null and void and have no effect, without any liability on the part of MSOF, MCP, Petra, or the Company and their respective directors, officers, employees, partners, managers, members, or stockholders and, except as otherwise provided in this Agreement, all rights and obligations of each Party shall immediately cease; provided, however, that nothing contained in this Section 6 shall relieve any Party from liabilities or damages arising out of any actual fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement prior to termination of this Agreement.
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7. General Provisions.
(a) Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (i) personal delivery to the Party to be notified, (ii) when sent, if sent by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day, (iii) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All notices and other communications sent to a Party shall be sent to the e-mail address or address as set forth on the signature page of such Party hereto, or to such e-mail address or address as subsequently modified by written notice given by such Party in accordance with this Section 7(a).
(b) No Finder’s Fees. Each Party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with the Transactions. Each Investor agrees to indemnify and to hold harmless Petra from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of the Transactions (and the costs and expenses of defending against such liability or asserted liability) for which the Investors, or any of their respective officers, employees or representatives is responsible or arising out of any agreement entered into by any such person or entity. Petra agrees to indemnify and hold harmless the Investors from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of the Transactions (and the costs and expenses of defending against such liability or asserted liability) for which Petra or any of its officers, employees or representatives is responsible or arising out of any agreement entered into by any such person or entity.
(c) Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive the Shares Closing.
(d) Entire Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto or referenced herein, constitute the entire agreement and understanding of the Parties in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof or to the Transactions.
(e) Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the Parties and their respective successors. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
(f) Assignments. Except as otherwise specifically provided herein, no Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the each of the other Parties.
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(g) Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. Signatures sent by facsimile transmission or in PDF format shall be deemed to be originals for all purposes of this Agreement.
(h) Headings. The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.
(i) Governing Law; Jurisdiction. This Agreement, the entire relationship of the Parties, and any litigation among the Parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of Delaware, without giving effect to its choice of laws or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any dispute arising from or relating to the relative rights of the parties hereto and all other questions concerning the construction, validity and interpretation of this Agreement, shall be brought exclusively in the Court of Chancery of the State of Delaware (the “Court of Chancery”) or, to the extent the Court of Chancery does not have subject matter jurisdiction, the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts (the “Delaware Federal Court”) or, to the extent neither the Court of Chancery nor the Delaware Federal Court has subject matter jurisdiction, the Superior Court of the State of Delaware (the “Chosen Courts”), and, solely with respect to any such action (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action in the Chosen Courts, and (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto.
(j) MUTUAL WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT AND/OR THE TRANSACTIONS CONTEMPLATED HEREBY.
(k) Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except with the prior written consent of all Parties.
(l) Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any Party or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in accordance with its terms, the Parties agree that the governmental authority, arbitrator, or mediator making such determination will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.
(m) Expenses. At the Business Combination Closing Date, Petra shall pay the reasonable and documented out-of-pocket fees and expenses of legal counsel to the Investors, in an amount not to exceed, in the aggregate $10,000. Petra and the Company are responsible for all fees associated with the Escrow Account.
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(n) Exclusivity. Petra represents that it has not and will not enter into any similar agreements to this Agreement with any other parties prior to the consummation of the Business Combination. For the avoidance of doubt, Petra may not enter into in any other non-redemption or forward purchase agreement.
(o) Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party because of the authorship of any provision of this Agreement. For purposes of this Agreement, “Business Day” means any day other than Saturday, Sunday, or a day on which commercial banks in New York are obligated by any applicable law to close. Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The Parties intend that each representation, warranty, and covenant contained herein will have independent significance. If a Party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached will not detract from or mitigate the fact that such party is in breach of the first representation, warranty, or covenant.
(p) Waiver. No waiver by a Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.
(q) Specific Performance. Each Party agrees that irreparable damage may occur in the event any provision of this Agreement was not performed by any other Party in accordance with the terms hereof and that the other Parties shall be entitled to seek specific performance of the terms hereof, in addition to any other remedy at law or equity.
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(r) Rule 10b5-1.
| i. | The Company represents and warrants to the Investors that Company is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and the Company represents and warrants to the Investors that the Company has not entered into or altered, and agrees that the Company will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. The Company acknowledges that it is the intent of the parties that this Agreement comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and this Agreement shall be interpreted to comply with the requirements of Rule 10b5-1(c). |
| ii. | The Company agrees that it will not seek to control or influence the Investors’ decision to make any “purchases or sales” (within the meaning of Rule 10b5- 1(c)(1)(i)(B)(3)) under this Agreement, including, without limitation, the Investors’ decision to enter into any hedging transactions. The Investors represent and warrant that they have consulted with their own advisors as to the legal aspects of its adoption and implementation of this Agreement under Rule 10b5-1. |
| iii. | The Company acknowledges and agrees that any amendment, modification, waiver or termination of this Agreement must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which the Company or any officer, director, manager or similar person of the Company is aware of any material non- public information regarding the Company or the Shares. |
[Signature page follows]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.
MSOF:
METEORA SPECIAL OPPORTUNITY FUND I, LP
| By: | /s/ Vik Mittal | |
| Name: | Vik Mittal | |
| Title: | CIO/Managing Member |
Address for Notices:
4 Village Row, New Hope, Pennsylvania 18938
team@meteoracapital.com
MCP:
METEORA CAPITAL PARTNERS, LP
| By: | /s/ Vik Mittal | |
| Name: | Vik Mittal | |
| Title: | CIO/Managing Member |
Address for Notices:
4 Village Row, New Hope, Pennsylvania 18938
team@meteoracapital.com
Petra:
Petra Acquisition, Inc.
| PETRA ACQUISITION, INC. | ||
| By: | /s/ Andreas Typaldos | |
| Name: | Andreas Typaldos | |
| Title: | Chairman & Chief Executive Officer | |
Address for Notices:
[address]
[email]
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Appendix A
| Investor | Number of Shares | |||
| Meteora Special Opportunity Fund I, LP | 22,120 | |||
| Meteora Capital Partners, LP | 12,108 | |||
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Exhibit A
Escrow Agreement
(attached hereto)
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Exhibit 10.3
ESCROW AGREEMENT
This ESCROW AGREEMENT (this “Agreement”) made as of December 21, 2021, by and among Petra Acquisition, Inc. (“Petra”), Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, NY 10004 (the “Escrow Agent”), Meteora Special Opportunity Fund I, LP (“MSOF”) and Meteora Capital Partners, LP (“MCP” and together with MSOF, each individually an “Investor” and collectively, the “Investors”).
WITNESSETH:
WHEREAS, Petra has entered into a Business Combination Agreement, dated as of August 29, 2021, (the “Business Combination Agreement”), by and among Petra, Petra Acquisition Merger Inc., a Delaware corporation (“Merger Sub”), and Revelation Biosciences, Inc., a Delaware Corporation (“Revelation”), pursuant to which Merger Sub will merge with and into Revelation, with Revelation as the surviving company of that merger will merge with and into Petra (such transactions, the “Business Combination”). Upon the consummation of the Business Combination, Petra will be renamed Revelation Biosciences, Inc. (Revelation Biosciences, Inc., as the post-combination company shall be referred to herein as the “Company”). Petra has filed a definitive proxy statement with the U.S. Securities and Exchange Commission (the “Commission”) that will seek, among other things, stockholder approval of the Business Combination at a special meeting of shareholders (the “Business Combination Meeting”);
WHEREAS, Petra has entered into that certain Forward Share Purchase Agreement, dated as of December 21, 2021 (as amended from time to time, the “Purchase Agreement”), with MSOF and MCP, pursuant to which the Investors may elect to sell and transfer to the Company shares of common stock, par value $0.001 per share of Petra (the “Shares”) that are held by the Investors at the date that is one (1) month after the closing of the date of the Business Combination (the “Business Combination Closing Date”), at a price per share of $10.2031 (the “Shares Purchase Price”) and may otherwise be entitled to payments from the Company, all on the terms and conditions set forth in the Purchase Agreement;
WHEREAS, Petra desires to establish an escrow account (the “Escrow Account”), into which, on the Business Combination Closing Date, Petra shall deposit, or cause to be deposited, for good and valuable consideration, the receipt, sufficiency and adequacy of which Petra hereby acknowledges, an amount equal to $7,652,325.00 (or such lesser amount as is provided for by Section 4(e) of the Purchase Agreement) (the “Escrow Funds”), and the Escrow Agent is willing to establish the Escrow Account on the terms and subject to the conditions hereinafter set forth; and
WHEREAS, the Escrow Funds deposited into the Escrow Account are the funds of MSOF and MCP, and the parties hereto intend that, until the Escrow Funds are released pursuant to this Agreement and the Purchase Agreement, the Escrow Funds are not, and shall not become under any circumstances, property of the Company or Petra, it being understood and acknowledged that the Escrow Funds are to be held by the Escrow Agent in trust for the exclusive benefit of MSOF and MCP; and
WHEREAS, the Escrow Agent has agreed to establish a bank account (the “Bank Account”) at JPMorgan Chase Bank, N.A. (the “Bank”) and an investment account (the “Investment Account” at a brokerage institution (the “Broker”) selected by the Escrow Agent and bearing the designation set forth on the Information Sheet (as defined herein), into which the Escrow Funds are to be deposited.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Establishment of the Bank Account. The Escrow Agent shall establish the Bank Account at the branch of the Bank and an Investment Account at the Broker selected by the Escrow Agent. The Escrow Agent, in a timely manner shall invest and reinvest the Escrow Funds in any open ended investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”) that holds itself out as a money market fund selected by Petra meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act or any successor rule, which invests only in direct U.S. government treasury obligations, as determined by Petra. The Escrow Agent may not invest in any other securities or assets, it being understood that the Bank Account will earn no interest while the Escrow Funds are uninvested, the Escrow Agent may earn bank credits or other consideration during such periods The purpose of the Bank Account and the Investment Account is for (a) the deposit of the Escrow Funds for the exclusive benefit of the Investors, and (b) the disbursement of the Escrow Funds, all as described herein.
2. Deposits to the Bank Account. Simultaneously with the closing of the Business Combination, Petra shall deposit an amount equal to the Escrow Funds, from Petra’s Trust Account (as defined in the Trust Agreement (defined below), the “Trust Account”) with the Escrow Agent as designated in Petra’s Trust Account closing funds flow statement into the Escrow Account, in accordance with the terms of the Purchase Agreement and the Investment Management Trust Agreement, dated October 7, 2020, by and between Petra and the Escrow Agent as trustee thereunder (“Trust Agreement”). If the amount of money in the Trust Account remaining after paying redemptions to Petra public shareholders is less than the Escrow Funds, Petra shall transfer to the Escrow Agent an amount equal to the Escrow Funds minus the funds remaining in the Trust Account after paying redemptions. For the avoidance of doubt, the amount transferred pursuant to this section was property of Petra and upon transfer will be for the exclusive benefit of MSOF and MCP, subject to the terms and conditions of this Agreement and the Purchase Agreement.
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| 4. | Disbursement from the Escrow Account. |
4.1 Concurrently with an Investor’s electronic delivery of Shares to the Escrow Agent by Deposit/Withdrawal at Custodian (DWAC) and the delivery of written instructions confirming the delivery of Shares to the Escrow Agent on the Shares Closing Date pursuant to Section 1(b) of the Purchase Agreement including the timely delivery of the Shares Sales Notice, the Escrow Agent shall release to the Investors from the Escrow Funds an amount equal to the Shares Purchase Price multiplied by the number of Shares delivered by such Investor to the Escrow Agent on the Shares Closing Date; the Escrow Agent shall promptly disburse such amount without any fees or setoffs and shall promptly deliver to the Company all such Shares delivered by the Investors to the Escrow Agent. If an Investor fails to timely deliver a Shares Sale Notice to the Company and the Escrow Agent five (5) Business Days (as defined in the Purchase Agreement) prior to the date that is one (1) month after the Business Combination Closing Date (as defined in the Purchase Agreement) in accordance with Section 1(a) of the Purchase Agreement, the Escrow Agent shall release to the Company from the Purchase Funds an amount equal to $10.2031 multiplied by the number of Shares held by such Investor. In the event that (i) an Investor notifies the Company and the Escrow Agent that such Investor has sold Shares pursuant to Section 4(d) of the Purchase Agreement, or (ii) an Investor notifies the Escrow Agent and the Company that an Investor does not intend to exercise such Investor’s right to sell any of its Shares to the Company, the Escrow Agent shall release to the Company an amount equal to the number of Shares sold by such Investor pursuant to Section 4(e) of the Purchase Agreement multiplied by the Shares Purchase Price, in the case of clause (i) above, or to release to the Company an amount equal to the number of Shares held by such non-selling Investor multiplied by the Shares Purchase Price, in the case of clause (ii) above, and the Escrow Agent shall promptly disburse such Escrow Funds in accordance with the payment instructions provided by the Company. The Escrow Agent shall have no duty to look beyond the instructions provided by the Investor in order to confirm the number of Shares held or sold. At any time after the date that is five (5) Business Days prior to the date that is one (1) month after the Business Combination Closing Date, the Company may deliver written instructions to the Escrow Agent to release to the Company all remaining Escrow Funds in the Escrow Account after release to the applicable Investor(s) of (A) the Investor Shares Purchase Price (as such term is defined in the Purchase Agreement) in respect of all Shares identified in all Shares Sale Notices that are timely delivered to the Company in accordance with Section 1(a) of the Purchase Agreement and that are properly delivered to the Company on the Shares Closing Date in accordance with Section 1(b) of the Purchase Agreement.
4.2 Upon disbursement of the total of the Escrow Funds pursuant to the terms of this Section 4, the Escrow Agent shall be relieved of further obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Escrow Funds.
5. Rights, Duties and Responsibilities of Escrow Agent. It is understood and agreed that the duties of the Escrow Agent are purely ministerial in nature, and that:
5.1 The Escrow Agent shall not be responsible for or be required to enforce any of the terms or conditions of the Purchase Agreement or any other agreement between MSOF and MCP and Petra (or the Company), nor shall the Escrow Agent be responsible for the performance by Petra, the Company, MSOF or MCP of their respective obligations under this Agreement.
5.2 The Escrow Agent shall be entitled to rely upon the accuracy, and act in reliance upon the contents, of any notice, instruction, certificate, signature, instrument or other document which is given to the Escrow Agent pursuant to this Agreement that is believed by the Escrow Agent to be genuine, without the necessity of the Escrow Agent verifying the truth or accuracy thereof. The Escrow Agent shall not be obligated to make any inquiry as to the authority, capacity, existence or identity of any person purporting to give any such notice or instructions or to execute any such certificate, instrument or other document. For the avoidance of doubt, this Section shall not prevent any liability of the Escrow Agent for acts of willful misconduct or gross negligence as described in Section 5.4 herein.
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5.3 If the Escrow Agent is uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Bank Account or the Escrow Funds which, in its sole determination, are in conflict either with other instructions received by it or with any provision of this Agreement, it shall be entitled to hold the Escrow Funds, or a portion thereof, in the Bank Account pending the resolution of such uncertainty to the Escrow Agent’s reasonable satisfaction.
5.4 The Escrow Agent shall not be liable for any action taken or omitted hereunder, or for the misconduct of any employee, agent or attorney appointed by it, except in the case of willful misconduct or gross negligence. The Escrow Agent shall be entitled to consult with counsel of its own choosing and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel.
5.5 The Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Escrow Funds or any part thereof.
6. Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only pursuant to a written instrument, referencing this Section 6, signed by all parties hereto. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to (i) Petra (if the resignation occurs prior to the closing of the Business Combination) or the Company (if the resignation occurs after the closing of the Business Combination) and (ii) MSOF and MCP specifying a date when such resignation shall take effect and upon delivery of the Escrow Funds to the successor escrow agent designated by MSOF or MCP in writing. Such successor Escrow Agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Escrow Funds. MSOF and MCP shall jointly have the right at any time to remove the Escrow Agent and substitute a new escrow agent by giving notice thereof to the Escrow Agent then acting, and Petra or the Company. Upon its resignation and delivery of the Escrow Funds as set forth in this Section 6, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow contemplated by this Agreement. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by Petra or the Company, as applicable, for any expenses incurred in connection with its resignation, transfer of the Escrow Funds to a successor escrow agent or distribution of the Escrow Funds pursuant to this Section 6.
7. Representations and Warranties. Petra hereby represents and warrants to the Escrow Agent and MSOF and MCP that:
7.1 No party other than the parties hereto have or shall have, any lien, claim or security interest in the Escrow Funds or any part thereof.
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7.2 To Petra’s knowledge, no financing statement under the Uniform Commercial Code or otherwise is on file in any jurisdiction claiming a lien on, security interest in or describing (whether specifically or generally) the Escrow Funds or any part thereof.
7.3 All of the information contained in the Information Sheet is, as of the date hereof, and will be, at the time of any disbursement of the Purchase Funds, true and correct.
7.4 Reasonable controls have been established and required due diligence performed to comply with “Know Your Customer” regulations, USA Patriot Act, Office of Foreign Asset Control (OFAC) regulations and the Bank Secrecy Act.
8. Fees and Expenses. The Escrow Agent shall be entitled to the Escrow Agent Fees set forth on the Information Sheet, payable as and when stated therein by Petra (or the Company). For the avoidance of doubt, under no circumstances shall MSOF and/or MCP be responsible to pay any portion of such Escrow Agent Fees.
9. Indemnification and Contribution.
9.1 Subject to Section 18, Petra (referred to solely for purposes of this Section 9.1 as the “Indemnitor”) agrees to indemnify the Escrow Agent and its officers, directors, employees, agents and shareholders (collectively referred to solely for purposes of this Section 9.1 as the “Indemnitees”) against, and hold them harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees, which the Indemnitees may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitees arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates, unless such action, claim or proceeding is the result of the fraud, willful misconduct or gross negligence of the Indemnitees.
9.2 Subject to Section 18, Petra and the Company (collectively referred to solely for purposes of this Section 9.2 as the “Indemnitor”) agrees to indemnify the Investors and their respective officers, directors, employees, agents and shareholders (collectively referred to solely for purposes of this Section 9.2 as the “Indemnitees”) against, and hold them harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable and documented out-of-pocket outside counsel fees, which the Indemnitees may suffer or incur by reason of any action, claim or proceeding, in each case, brought by a third party creditor of the Petra, the Company or any of their respective subsidiaries against the Indemnitees arising out of or relating in any way to the disbursement of any portion of the Escrow Funds to the Investors in accordance with the terms of this Agreement, unless such action, claim or proceeding is the result of the fraud, bad faith, willful misconduct or gross negligence of any Indemnitee.
9.3 If the indemnification provided for in Section 9.1 or Section 9.2 is applicable, but for any reason is held to be unavailable, the Indemnitor, alone, shall contribute such amounts as are just and equitable to pay, or to reimburse the Indemnitees for, the aggregate of any and all losses, liabilities, costs, damages and expenses, including counsel fees, actually incurred by the Indemnitees (as defined in such applicable Section) as a result of or in connection with, and any amount paid in settlement of, any action, claim or proceeding arising out of or relating in any way to any actions or omissions of the Indemnitors.
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9.4 The provisions of this Section 9 shall survive any termination of this Agreement, whether by disbursement of the Escrow Funds, resignation of the Escrow Agent or otherwise.
10. In the event that Petra (or the Company) file a petition with any bankruptcy court or be the subject of any petition (a “Bankruptcy Event”) filed under 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”), Petra (or the Company) acknowledges and agrees that the Escrow Funds in the Escrow Account are the exclusive property of the Investors and shall not constitute property of the bankruptcy estate of Petra (or the Company), within the meaning of § 541 of the Bankruptcy Code. In the event that, notwithstanding the foregoing, a bankruptcy court shall determine that Petra (or the Company) has a continuing right, title or interest in or to the Escrow Fund in the Escrow Account, and that all or any portion of the Escrow Funds are property of the bankruptcy estate, Petra (or the Company) hereby, for itself and on behalf of the Company, acknowledges and agrees that all such Escrow Funds in the Escrow Account shall constitute the Investors’ “cash collateral” within the meaning of §§ 361 and 363 of the Bankruptcy Code. Petra (or the Company) further acknowledges that in such event, the Investors do not consent to Petra’s (or the Company’s) use of such cash collateral, and that Petra (or the Company) shall have no right to use or apply any amount of such cash collateral unless and until (i) Petra (or the Company) shall have received a bankruptcy court order authorizing use of the same and (ii) the Investors shall have been provided with “adequate protection” of their interests in the Escrow Funds in the Escrow Account, within the meaning of §§ 361 and 363 of the Bankruptcy Code. Petra (or the Company), for itself and on behalf of the Company, hereby releases all power of dominion and control over the Escrow Funds in the Escrow Account and acknowledges that it shall not have access to the Escrow Funds in the Escrow Account, except as specifically provided in this Agreement. Petra (or the Company), for itself and on behalf of the Company, agrees that neither Petra nor the Company will take any position at any time prior to or after a Bankruptcy Event that all or any portion of the Escrow Funds are property of their respective bankruptcy estates. Petra (or the Company), for itself and on behalf of the Company, further agrees that its employees and representatives will not assist a bankruptcy trustee, creditors’ committee or other estate representative in any bankruptcy case or proceeding in efforts to establish that the Escrow Funds are property of the bankruptcy estate of either Petra or the Company. For the avoidance of doubt, Petra (or the Company), for itself and on behalf of the Company, agrees and acknowledges that (i) the Escrow Agent shall hold the Escrow Funds in trust for the benefit of the Investors pending the release of such Escrow Funds in strict accordance with this Agreement and (ii) Petra deposited the Escrow Funds in the Escrow Account for good and valuable consideration.
11. Termination of Agreement. This Agreement shall terminate on the earlier of the termination of the Purchase Agreement and the final disposition of the Escrow Funds pursuant to Section 4, provided that the rights of the Escrow Agent and the obligations of the other parties hereto under Section 9 shall survive the termination hereof and the resignation or removal of the Escrow Agent.
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12. Governing Law and Assignment. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without regard to the conflicts of laws principles thereof, and shall be binding, upon the parties hereto and their respective successors and assigns; provided, however, that any assignment or transfer by any party of its rights under this Agreement or with respect to the Escrow Funds shall be void as against the Escrow Agent unless (a) written notice thereof shall be given to the Escrow Agent; and (b) the Escrow Agent shall have consented in writing to such assignment or transfer.
13. Notices. All notices required to be given in connection with this Agreement shall be sent by electronic, registered or certified mail, return receipt requested, or by hand delivery with receipt acknowledged, or by an Express Mail service, and addressed, if to Petra, at its address set forth on the Information Sheet, if to the Escrow Agent, at its address set forth on the Information Sheet, to the attention of the Trust Department, and if to MSOF or MCP, at their addresses included on its signature page hereto.
14. No Third Party Beneficiaries. Nothing in this Agreement or in any instruction or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person that is not a party hereto or thereto or any successor or permitted assign of such a party.
15. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be determined to be invalid or unenforceable, the remaining provisions of this Agreement or the application of such provision to persons or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.
16 Execution in Several Counterparts. This Agreement may be executed in several counterparts or by separate instruments and by facsimile transmission or by electronic mail in “portable document format” (“.pdf”) and all of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto.
17. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings (written or oral) of the parties in connection therewith.
18. Waiver. The Escrow Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account (as defined in the Trust Agreement) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Escrow Agent hereby waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.
19. Information Sheet. The recitals to this Agreement and the information set forth on the information sheet which is attached to this Agreement as Exhibit A (the “Information Sheet”) are incorporated by reference herein and made a part hereof.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above written.
| ESCROW AGENT: | |||
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY | |||
| By: | |||
| Name: | |||
| Title: | |||
| PETRA ACQUISITION, INC. | ||
| By: | /s/ Andreas Typaldos | |
| Name: | Andreas Typaldos | |
| Title: | Chairman & Chief Executive Officer | |
| MSOF: | |||
| Meteora Special Opportunity Fund I, LP | |||
| By: | /s/ Vik Mittal | ||
| Name: | Vik Mittal | ||
| Title: | CIO/Managing Member | ||
| MCP: | |||
| Meteora Capital Partners, LP | |||
| By: | /s/ Vik Mittal | ||
| Name: | Vik Mittal | ||
| Title: | CIO/Managing Member | ||
[Signature Page to Escrow Agreement]
EXHIBIT A
ESCROW AGREEMENT INFORMATION SHEET
| 1. | The Company Name: |
Tax Identification Number:
| 2. | Title of Escrow Account: |
Continental Stock Transfer & Trust Co. A/A/F Petra Acquisition Escrow 2022
Wire to:
JP Morgan Chase Bank, NA
4 New York Plaza, 5th Floor
New York, NY 10004
ABA # 021000021 SWIFT Code: CHASUS33
A/C: Continental Stock Transfer & Trust Co. A/A/F Petra Acquisition Escrow 2022
A/C NO.:
| 3. | Escrow Agent Fees & Charges for an Investment Accunt: $ Escrow Administration Services. |
| 4. | Addresses for Notices and Email |
Continental Stock Transfer & Trust
1 State Street 30th Floor
New York, NY 10004-1561
Fran Wolf – fwolf@continentalstock.com
Jaswinder Goraya – jgoraya@continentalstock.com
Exhibit 99.1
 |
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Petra Acquisition, Inc. Announces Share Redemption Backstop and Forward Purchase Agreements in
Connection with
Revelation Biosciences, Inc. Business Combination
-Agreements Provide Revelation with Capital to Fund Continued Development of
REVTx-99 for Respiratory Viral Infections-
New York & San Diego – December 21, 2021 – Petra Acquisition, Inc. (NASDAQ: PAICU, PAIC, & PAICW) (“Perta”), a publicly traded special purpose acquisition company, announced today that it has entered into certain backstop agreements and forward share purchase agreements for up to $12 million in connection with its proposed business combination with Revelation Biosciences, Inc. (“Revelation”), a clinical-stage life sciences company focused on the development of immunologic-based therapies for the prevention and treatment of disease.
The backstop agreements and forward share purchase agreements with AXA Prime Impact Master Fund, Meteora Capital Partners, LifeSci Venture Partners, and other Petra and Revelation institutional and individual holders, total up to $12 million. This amount includes up to $2.5 million of convertible note financing obtained by Revelation from AXA Prime Impact Master Fund, which will be used to backstop redemptions. These backstop agreements and forward share purchase agreements should ensure the minimum cash condition required of the business combination agreement will be met and provide the post-business combination entity with working capital to fund the continued development of Revelation’s REVTx-99 product candidate.
“The need for what the team at Revelation is developing has never been bigger,” said Curt LaBelle M.D., representing AXA Prime Impact Master Fund. “Not only are they solving a significant global problem, but they bring an impressive portfolio of past commercial successes. I look forward to working with them to improve the way we diagnose, prevent and treat respiratory diseases.”
“This vote of confidence in our team and products comes at an important time, as we enter into cold and flu season – and see yet another wave of COVID-19 infections around the world – highlighting the need for new and innovative solutions to respiratory disease,” said James Rolke, Chief Executive Officer of Revelation. “At Revelation, we are laser focused on developing and delivering therapeutics and diagnostics for respiratory viruses like these that impact so many lives and economies each year. We look forward to demonstrating our progress and value as a public company under the REVB symbol.”
Details of the Agreements
On December 21, 2021, Petra entered into backstop agreements with AXA Prime Impact Master Fund, LifeSci Venture Partners and other Petra and Revelation institutional, and individual investors (the “Backstop Subscribers”). As part of such backstop agreements, the Backstop Subscribers have agreed to subscribe for and purchase, in the aggregate, up to $4.5 million of shares of Petra’s common stock, in the event that more than $31.5 million of public shares of Petra are submitted for redemption in connection with the proposed business combination. On December 21, 2021, Petra also entered into a forward share purchase agreement with Meteora Capital Partners and its affiliates (collectively, “Meteora”) pursuant to which Meteora has committed, subject to certain customary closing conditions, to purchase additional shares of Petra common stock in the open market or from redeeming stockholders so that Meteora holds at least 750,000 shares of Petra common stock as of the closing of the proposed business combination, and to not redeem any of such 750,000 shares in connection with the business combination. In addition, on December 21, 2021 Revelation obtained convertible note financing in an amount of up to $2.5 million from an AXA Prime Impact Master Fund, the proceeds of which may be used by Revelation to purchase shares of Petra common stock from redeeming stockholders in connection with the proposed business combination.
The full text of the forward purchase and backstop agreements will be filed by Petra with the SEC on Form 8-K and the description in this release are qualified by reference to the Form 8-K
About Petra Acquisition, Inc.
Petra Acquisition, Inc. (NASDAQ: PAICU, PAIC, & PAICW) is a blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar Business Combination with one or more businesses or entities, with an initial focus on target businesses in the healthcare or a healthcare-related industry.
About Revelation Biosciences Inc.
Revelation Biosciences, Inc. is a clinical-stage life sciences company focused on the development of immunologic-based therapies for the prevention and treatment of disease. Revelation has several product candidates in development. REVTx-99, the lead therapeutic candidate, is an intranasal immunomodulator to prevent or treat infections caused by various respiratory viruses such as SARS-CoV-2, including its variants, influenza A and B, parainfluenza, rhinovirus, and RSV. REVTx-99 is also being developed for other indications such as: allergic rhinitis and chronic nasal congestion. REVTx-200 is an intranasal immunomodulator adjunct to be used in combination with an intramuscular vaccination for more complete immunity. REVTx-200 is based on the same technology used in REVTx-99. In addition to Revelation’s therapeutic pipeline, Revelation is also developing REVDx-501, a rapid home use diagnostic that can be used to detect any respiratory viral infection, regardless of virus type or strain, without the need for specialized instrumentation.
For more information on Revelation, please visit www.RevBiosciences.com.
Forward-Looking Statements
This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the anticipated benefits of the transaction, the anticipated timing of the transaction, the future business and financial condition of the company post-closing and expected financial impacts of the transaction, the satisfaction of closing conditions to the transaction, the level of redemptions of Petra’s public stockholders; the market opportunities for Revelation’s product candidates; and the potential for regulatory approval for Revelation’s product candidates. These forward-looking statements are generally identified by the words "anticipate", "believe", "expect", "estimate", "plan", "outlook", and "project" and other similar expressions. Forward-looking statements are statements that are not historical facts. We caution investors that forward-looking statements are based on management’s expectations and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements, which speak only as of the date they were made. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: risks relating to the successful completion of RVL-CLR01 clinical study; the risk that we may not fully enroll our RVL-CLR01 clinical study or enrollment will take longer than expected; risks relating to the occurrence of adverse safety events and/or unexpected concerns that may arise from data or analysis from our RVL-CLR01 clinical study; the occurrence of any event, change or other circumstances that could give rise to an amendment or termination of the Merger Agreement and the proposed transaction contemplated thereby; the inability to complete the transactions contemplated by the Merger Agreement due to the failure to obtain approval of the stockholders of Petra or Revelation or other conditions to closing in the Merger Agreement; the inability to project with any certainty the amount of cash proceeds remaining in the Petra trust account at the closing of the transaction; the uncertainty relative to the cash made available to Revelation at the closing as a result of redemption requests made by the Petra stockholders; the inability of the company post-closing to obtain or maintain the listing of its securities on Nasdaq following the Business Combination; the amount of costs related to the Business Combination; Revelation’s ability to yield sufficient cash proceeds from the transaction to support its short-term operations and research and development efforts since the Merger Agreement requires no minimum level of funding in the trust fund to close the transaction; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination; changes in applicable laws or regulations; the ability of Revelation to meet its post-closing financial and strategic goals, due to, among other things, competition; the ability of the company post-closing to grow and manage growth profitability and retain its key employees; the possibility that the company post-closing may be adversely affected by other economic, business, and/or competitive factors; risks relating to the successful development of Revelation’s product candidates; the clinical utility of an increase in intranasal cytokine levels as a biomarker of viral infections; the ability to complete planned clinical studies of REVTx-99; expected initiation of the clinical studies, the timing of clinical data; the outcome of the clinical data, including whether the results of such study is positive or whether it can be replicated; the outcome of data collected, including whether the results of such data and/or correlation can be replicated; the timing, costs, conduct and outcome of our other clinical studies; the anticipated treatment of future clinical data by the FDA, the EMA or other regulatory authorities, including whether such data will be sufficient for approval; the success of future development activities for REVTx-99 and expanded indications, REVTx-200, REVDx-501, or any other product candidates; potential indications for which product candidates may be developed; the potential impact that COVID-19 may have on Revelation’s suppliers, vendors, regulatory agencies, employees and the global economy as a whole; the expected duration over which Revelation’s balances will fund its operations; and other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the SEC by Petra.
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No Offer or Solicitation
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Important Information and Where to Find It
In connection with the proposed Business Combination described herein, Petra has filed, and the SEC has declared effective, a Registration Statement on Form S-4, that includes a proxy statement/prospectus. Petra will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the Special Meeting relating to the transaction. INVESTORS AND STOCKHOLDERS OF PETRA ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT PETRA WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PETRA, REVELATION AND THE BUSINESS COMBINATION. The definitive proxy statement and other relevant materials in connection with the transaction (when they become available), and any other documents filed by Petra with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov).
Participants in the Solicitation
Petra and its directors and executive officers may be deemed participants in the solicitation of proxies from Petra’s stockholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in Petra is included in the proxy statement for the proposed Business Combination and is available at www.sec.gov. Additional information regarding the interests of such participants is contained in the proxy statement for the proposed Business Combination. Information about Petra’s directors and executive officers and their ownership of Petra common stock is set forth in Petra’s prospectus, dated October 7, 2020, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants in the proxy solicitation is included in the proxy statement pertaining to the proposed Business Combination. These documents can be obtained free of charge at the SEC’s website (www.sec.gov).
Revelation and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Petra in connection with the proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination is included in the proxy statement for the proposed Business Combination.
Company Contacts
Andreas Typaldos
Chief Executive Officer
Petra Acquisition, Inc.
(917) 622-5800
and
Sandra Vedrick
Vice President, Investor Relations & Human Resources
Revelation Biosciences Inc.
Email: svedrick@revbiosciences.com
and
Chester Zygmont, III
Chief Financial Officer
Revelation Biosciences Inc.
Email: czygmont@revbiosciences.com
Media contact:
Kristin Faulder
kristin@heurisay.com
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