Amendment No. 2 to Forward Purchase Agreement, dated as of September 28, 2023
Exhibit 10.24
| Date: | September 28, 2023 |
| To: | Anzu Special Acquisition Corp I, a Delaware corporation (“SPAC”) and Envoy Medical Corporation, a Minnesota corporation (“Target”) |
| Address: | 12610 Race Track Rd., Ste 250 Tampa, FL ###-###-#### |
| From: | (i) Meteora Special Opportunity Fund I, LP (“MSOF”), (ii) Meteora Capital Partners, LP (“MCP”), (iii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iv) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSOF, MSTO and MSC collectively as “Seller”) |
| Re: | Amendment to OTC Equity Prepaid Forward Transaction |
This letter agreement (this “Amendment”) amends the terms and conditions of the transaction (the “Transaction”) evidenced by the Confirmation dated as of April 17, 2023 (as amended by the letter agreement, dated as of May 25, 2023, by and among Seller, SPAC and Target, the “Confirmation”) between Seller, SPAC and Target. Any capitalized term used but not defined herein shall have the meaning assigned thereto in the Confirmation.
| 1. | Amendment. Meteora Strategic Capital, LLC is hereby added as a party to the Confirmation. The definition of “Seller” is hereby replaced in its entirety with the following: |
(i) Meteora Special Opportunity Fund I, LP (“MSOF”), (ii) Meteora Capital Partners, LP (“MCP”), (iii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iv) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSOF, MSTO and MSC collectively as “Seller”).
| 2. | Effectiveness. This Amendment shall become effective upon execution hereof by the parties hereto. Except as amended hereby, all the terms of the Transaction and provisions in the Confirmation shall remain and continue in full force and effect and are hereby confirmed in all respects. |
| 3. | Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all of the signatures thereto and hereto were upon the same instrument. |
| 4. | Governing Law. The provisions of this Amendment shall be governed by the laws of the State of New York (without reference to choice of law doctrine). |
[Signature page follows]
SPAC and Target hereby agree to check this Amendment and to confirm that the foregoing correctly sets forth the terms of the Amendment by signing in the space provided below and returning an executed copy to Seller.
| Very truly yours, | ||
Meteora Special Opportunity Fund I, LP; Meteora Capital Partners, LP; and Meteora Select Trading Opportunities Master, LP Meteora Strategic Capital, LLC | ||
| By: | /s/ Vikas Mittal | |
| Name: | Vikas Mittal | |
| Title: | CIO/Managing Member | |
Agreed and accepted by:
| Anzu Special Acquisition Corp I | ||
| By: | /s/ Whitney Haring-Smith | |
| Name: | Whitney Haring-Smith | |
| Title: | Chief Executive Officer and Chairman | |
| Envoy Medical Corporation | ||
| By: | /s/ Brent Lucas | |
| Name: | Brent Lucas | |
| Title: | Chief Executive Officer | |
[Signature Page to Amendment No. 1 to OTC Equity Prepaid Forward Transaction]
