REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2020 • IG Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 30, 2020, is made and entered into by and among IG Acquisition Corp., a Delaware corporation (the “Company”), IG Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
UNDERWRITING AGREEMENT between IG ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: September 30, 2020Underwriting Agreement • October 6th, 2020 • IG Acquisition Corp. • Blank checks • New York
The undersigned, IG Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • October 6th, 2020 • IG Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 30, 2020, is by and between IG Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 6th, 2020 • IG Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 30, 2020, by and between IG Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
IG Acquisition Corp. New York, NY 10010IG Acquisition Corp. • August 5th, 2020 • Blank checks • New York
This agreement (the “Agreement”) is entered into on July 21, 2020 by and between IG Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and IG Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
September 30, 2020Letter Agreement • October 6th, 2020 • IG Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between IG Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). T
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • September 16th, 2020 • IG Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between IG Acquisition Corp., a Delaware corporation (the “Company”), and ________ (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 6th, 2020 • IG Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 30, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between IG Acquisition Corp., a Delaware corporation (the “Company”), and IG Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • September 22nd, 2022 • IG Acquisition Corp. • Blank checks • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of September 22, 2022, is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and MAPLE GROVE HOLDINGS PUBLIC LIMITED COMPANY, a public limited company incorporated in the Republic of Ireland (the “Company”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 16th, 2020 • IG Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [_________], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between IG Acquisition Corp., a Delaware corporation (the “Company”), and IG Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 22nd, 2022 • IG Acquisition Corp. • Blank checks • New York
THIS FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 22, 2022, is made and entered into by and among Maple Grove Holdings, a public limited company incorporated in Ireland (“Parent”), IG Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), IG Acquisition Corp., a Delaware corporation (“SPAC”), each of the undersigned parties listed on Schedule A hereto (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
IG Acquisition Corp.IG Acquisition Corp. • October 6th, 2020 • Blank checks • New York
This letter agreement by and between IG Acquisition Corp. (the “Company”) and IG Sponsor LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • September 22nd, 2022 • IG Acquisition Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [_____], 2022, by and between the undersigned (the “Holder”) and Maple Grove Holdings, a public limited company incorporated in the Republic of Ireland with registered number 725881 (the “Company”).
AMENDMENT AGREEMENTAmendment Agreement • December 8th, 2022 • IG Acquisition Corp. • Blank checks • Delaware
THIS AMENDMENT AGREEMENT (this “Agreement”), dated as of November 22, 2022, by and among IG Acquisition Corp., a Delaware corporation (“SPAC”), PlayUp Limited, an Australian public company with Australian Company Number (ACN) 612 529 307 (the “Company”), Maple Grove Holdings Public Limited Company, a public limited company incorporated in the Republic of Ireland with registered number 725881 (“Parent” and, together with SPAC and the Company, collectively, the “Parties” and each a “Party”), and Project Maple Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub” and, together with the Parties, collectively, the “BCA Parties” and each a “BCA Party”).
BUSINESS COMBINATION AGREEMENT by and among IG Acquisition Corp., PLAYUP LIMITED, Maple Grove Holdings Public Limited Company, and Project Maple Merger Sub, LLC Dated as of September 22, 2022Business Combination Agreement • September 22nd, 2022 • IG Acquisition Corp. • Blank checks • Delaware
THIS BUSINESS COMBINATION AGREEMENT, dated as of September 22, 2022 (this “Agreement”), by and among IG Acquisition Corp., a Delaware corporation (“SPAC”), PlayUp Limited, an Australian public company with Australian Company Number (ACN) 612 529 307 (the “Company”), Maple Grove Holdings Public Limited Company, a public limited company incorporated in the Republic of Ireland with registered number 725881 (“Parent”), and Project Maple Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”, and together with SPAC, the Company and Parent, collectively, the “Parties” and each a “Party”).
Re: Sponsor AgreementSponsor Agreement • September 22nd, 2022 • IG Acquisition Corp. • Blank checks • Delaware
This letter (this “Sponsor Agreement”) is being delivered to you in accordance with (a) that certain Business Combination Agreement, dated as of the date hereof (the “BCA”), by and among IG Acquisition Corp., a Delaware corporation (“SPAC”), PlayUp Limited, an Australian public company with Australian Company Number (ACN) 612 529 307 (the “Company”), Maple Grove Holdings Private Limited Company, a public limited company incorporated in the Republic of Ireland with registered number 725881 (“Parent”), and Project Maple Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), (b) that certain Scheme Implementation Deed (the “SID”) by and among SPAC, the Company and Parent, dated as of the date hereof, and (c) the transactions relating to and contemplated by the BCA and the SID (the foregoing transactions, collectively, the “Transactions”).
NOTICE OF TERMINATIONIG Acquisition Corp. • January 6th, 2023 • Blank checks
Reference is made to that certain Business Combination Agreement, dated as of September 22, 2022 (the “BCA), by and among IG Acquisition Corp., a Delaware corporation (“SPAC”), PlayUp Limited, an Australian public company with Australian Company Number (ACN) 612 529 307 (the “Company”), Maple Grove Holdings Public Limited Company, a public limited company incorporated in the Republic of Ireland with registered number 725881 (“Parent”), and Project Maple Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”). Reference is further made to that certain Scheme Implementation Deed, dated as of September 22, 2022 (the “SID”), by and among SPAC, the Company and Parent. Each capitalized term used but not otherwise defined herein has the meaning ascribed to such term in the BCA.
