REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 11th, 2021 • Sports Ventures Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 5, 2021, is made and entered into by and among Sports Ventures Acquisition Corp., a Cayman Islands exempted company (the “Company”), AKICV LLC (the “Sponsor”), and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsors 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 AGREEMENTUnderwriting Agreement • January 11th, 2021 • Sports Ventures Acquisition Corp. • Blank checks • New York
Sports Ventures Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (the “Agreement”), to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 20,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Units”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional units to cover over-allotments, if any (the “Option Units”; the Option Units, together with the Underwritten Units, being hereinafter called the ” Public Units”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or
Sports Ventures Acquisition Corp. 9705 Collins Ave 1901N Bal Harbour, FL 33154Securities Subscription Agreement • October 9th, 2020 • Sports Ventures Acquisition Corp. • New York
Sports Ventures Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer AKICV LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 5,750,000 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Shares”), up to 750,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), Class B Shares will convert into Class A shares on a one-for-one basis, subject to adjustment, upon
FORM OF INDEMNITY AGREEMENTIndemnification & Liability • December 22nd, 2020 • Sports Ventures Acquisition Corp. • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2020 among the Company, Indemnitee and the other parties thereto pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • January 11th, 2021 • Sports Ventures Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 5th day of January, 2021, by and between Sports Ventures Acquisition Corp., a Cayman Islands company (the “Company”), having its principal place of business at 9705 Collins Ave 1901N Bal Harbour, FL 33154, and AKICV LLC, having its principal place of business at 9705 Collins Ave 1901N Bal Harbour, FL 33154 (the “Subscriber”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 11th, 2021 • Sports Ventures Acquisition Corp. • Blank checks • New York
Sports Ventures Acquisition Corp. Bal Harbour, FL 33154Underwriting Agreement • December 22nd, 2020 • Sports Ventures Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Sports Ventures Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Deutsche Bank Securities Inc., 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 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (File No. 3
SUBSCRIPTION AGREEMENTSubscription Agreement • January 25th, 2022 • Sports Ventures Acquisition Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this ___ day of January, 2022, by and among Sports Ventures Acquisition Corp., a Cayman Islands corporation (the “SPAC” or the “Issuer”) and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the BCA (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 25th, 2022 • Sports Ventures Acquisition Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this ___ day of January, 2022, by and among Sports Ventures Acquisition Corp., a Cayman Islands corporation (the “SPAC or the “Issuer”) and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the BCA (as defined below).
WARRANT AGREEMENT between SPORTS VENTURES ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January 5, 2021Warrant Agreement • January 11th, 2021 • Sports Ventures Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 5, 2021, is by and between Sports Ventures Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
WARRANT AGREEMENT between SPORTS VENTURES ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [____], 2020Warrant Agreement • December 22nd, 2020 • Sports Ventures Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [____], 2020, is by and between Sports Ventures Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Sports Ventures Acquisition Corp. Bal Harbour, FL 33154Underwriting Agreement • January 11th, 2021 • Sports Ventures Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Sports Ventures Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Deutsche Bank Securities Inc., 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 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (File No. 3
TERMINATION AND SETTLEMENT AGREEMENTTermination and Settlement Agreement • June 16th, 2022 • Sports Ventures Acquisition Corp. • Services-motion picture & video tape production • New York
This TERMINATION AND SETTLEMENT AGREEMENT (the “Agreement”), dated as of June 15, 2022 (the “Effective Date”), is entered into by and among Prime Focus World N.V., a public limited liability company incorporated in the Netherlands (the “Company”), PF Overseas Limited, a limited liability company incorporated in Mauritius (“PF Overseas”), Prime Focus 3D Cooperatief U.A., a Dutch cooperative association (“Dutch Co-op”), AKICV LLC, a Delaware limited liability company (“Sponsor”), and Sports Ventures Acquisition Corp., a Cayman Islands exempted company (“Svac”) (collectively, the “Parties”).
BACKSTOP AGREEMENTBackstop Agreement • January 25th, 2022 • Sports Ventures Acquisition Corp. • Blank checks • New York
This Backstop Agreement (this “Agreement”) is entered into as of January 25, 2022, by and among, Sports Ventures Acquisition Corp., a Cayman Islands exempted company (“Svac”), AKICV LLC, a Delaware limited liability company (the “Purchaser”) and Prime Focus World N.V., a Dutch corporation (“PFW”). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to such terms in that certain Business Combination Agreement, dated as of the date hereof, by and among PF Overseas Limited, a limited company incorporated in Mauritius (“PF Overseas”), Prime Focus 3D Cooperatief U.A., a Dutch cooperative association (“Dutch Co-op” and, together with PFW and PF Overseas, the “PF Parties”), Svac, Purchaser and the other parties named therein (as amended, modified, supplemented or waived from time to time in accordance with its terms, the “BCA”).
SPORTS VENTURES ACQUISITION CORP.Administrative Services Agreement • January 11th, 2021 • Sports Ventures Acquisition Corp. • Blank checks • New York
This letter agreement by and between Sports Ventures Acquisition Corp., a Cayman Islands exempted company (the “Company”) and AKICV 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 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”):
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • January 25th, 2022 • Sports Ventures Acquisition Corp. • Blank checks • New York
This Sponsor Support Agreement (this “Agreement”) is made and entered into as of January 25, 2022, by and among Sports Ventures Acquisition Corp., a Cayman Islands exempted company (“SPAC”), Prime Focus World N.V., a public limited liability company incorporated in the Netherlands (the “Company”) and AKICV LLC, a Delaware limited liability company (the “Sponsor”), the principal shareholder of SPAC. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SPORTS VENTURES ACQUISITION CORP.Administrative Services Agreement • December 22nd, 2020 • Sports Ventures Acquisition Corp. • Blank checks • New York
This letter agreement by and between Sports Ventures Acquisition Corp., a Cayman Islands exempted company (the “Company”) and AKICV 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 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”):
BUSINESS COMBINATION AGREEMENT dated as of January 25, 2022 by and among Prime focus world n.v., SPORTS VENTURES Acquisition Corp., AKICV LLC, PF Overseas Limited, and pRIME FOCUS 3D COOPERATIEF U.A.Business Combination Agreement • January 25th, 2022 • Sports Ventures Acquisition Corp. • Blank checks • New York
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of January 25, 2022, is entered into by and among Prime Focus World N.V., a public limited liability company incorporated in the Netherlands (the “Company”), PF Overseas Limited, a limited liability company incorporated in Mauritius (“PF Overseas”), Prime Focus 3D Cooperatief U.A., a Dutch cooperative association (“Dutch Co-op”), AKICV LLC, a Delaware limited liability company (“Sponsor”), and Sports Ventures Acquisition Corp., a Cayman Islands exempted company (“Svac”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Section 1.01 of this Agreement.
