REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 4th, 2021 • Noble Rock Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 1, 2021, is made and entered into by and among Noble Rock Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Noble Rock Sponsor LLC, a Cayman Islands exempted limited liability company (the “Sponsor”), and any other parties listed on the signature page 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, the “Holders” and, each, a “Holder”).
NOBLE ROCK ACQUISITION CORPORATIONSecurities Subscription Agreement • January 12th, 2021 • Noble Rock Acquisition Corp • Blank checks • New York
Noble Rock Acquisition Corporation, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Noble Rock Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 5,750,000 Class B ordinary shares (the “Shares”), US$0.0001 par value per share, of the Company (the “Class B Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”) For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requir
INDEMNITY AGREEMENTIndemnity Agreement • January 22nd, 2021 • Noble Rock Acquisition Corp • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [●], 2021 between the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representatives of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
INDEMNITY AGREEMENTIndemnification Agreement • April 8th, 2021 • Noble Rock Acquisition Corp • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of February 1, 2021 between the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representatives of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
WARRANT AGREEMENT NOBLE ROCK ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 1, 2021Warrant Agreement • February 4th, 2021 • Noble Rock Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated February 1, 2021, is by and between Noble Rock Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 12th, 2021 • Noble Rock Acquisition Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Noble Rock Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
SPONSOR WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • February 4th, 2021 • Noble Rock Acquisition Corp • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of February 1, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Noble Rock Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Noble Rock Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
Noble Rock Acquisition Corporation Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • February 4th, 2021 • Noble Rock Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Noble Rock Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Stifel, Nicolaus & Company, Incorporated, Oppenheimer & Co. Inc. and William Blair & Company, L.L.C., as the representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 24,150,000 of the Company’s units (including up to 3,150,000 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 (each, an “Ordinary Share”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • January 12th, 2021 • Noble Rock Acquisition Corp • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Noble Rock Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Noble Rock Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
WARRANT AGREEMENT NOBLE ROCK ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021Warrant Agreement • January 22nd, 2021 • Noble Rock Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Noble Rock Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnification Agreement • May 1st, 2023 • NORTHERN REVIVAL ACQUISITION Corp • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2021 between the Company and Indemnitee 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 4th, 2021 • Noble Rock Acquisition Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Noble Rock Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 22nd, 2021 • Noble Rock Acquisition Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Noble Rock Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
NOBLE ROCK ACQUISITION CORPORATION 21,000,000 Units Units, each consisting of one (1) share of Class A ordinary share, $0.0001 par value, and one-third of one warrant Underwriting Agreement February 1, 2021 Underwriting AgreementUnderwriting Agreement • February 4th, 2021 • Noble Rock Acquisition Corp • Blank checks • New York
Noble Rock Acquisition Corporation priced 21,000,000 units at $10.00 per unit plus an additional 3,150,000 units if the underwriters exercise their over-allotment option in full.
Noble Rock Acquisition Corporation 4001 Kennett Pike, Suite 302 Wilmington, DE 19807Administrative Services Agreement • February 4th, 2021 • Noble Rock Acquisition Corp • Blank checks • New York
AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT dated as of October 1, 2023 by and among NORTHERN REVIVAL ACQUISITION CORPORATION, as the Acquiror, BRAIIN LIMITED, as the Company, NORTHERN REVIVAL SPONSOR LLC, as the Sponsor, BRAIIN HOLDINGS LTD.,...Business Combination Agreement • October 5th, 2023 • NORTHERN REVIVAL ACQUISITION Corp • Blank checks • Delaware
This Amended and Restated Business Combination Agreement (this “Agreement”), dated as of October 1, 2023, is entered into by and among Northern Revival Acquisition Corporation, a Cayman Islands exempted company (“Acquiror”), Braiin Limited, an Australian public company limited by shares (the “Company”), Northern Revival Sponsor LLC, a Cayman Islands limited liability company, (the “Sponsor”), Braiin Holdings Ltd., a Cayman Islands exempted company (“PubCo”) and each of the shareholders of the Company named on Annex I hereto (each, a “Seller” and collectively, the “Sellers”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
BUSINESS COMBINATION AGREEMENT dated as of March 20, 2023 by and among NORTHERN REVIVAL Acquisition CorpORATION, as the Acquiror, BRAIIN LIMITED, as the Company, NORTHERN REVIVAL SPONSOR LLC, as the Sponsor, and THE SHAREHOLDERS OF THE COMPANY NAMED...Business Combination Agreement • March 22nd, 2023 • NORTHERN REVIVAL ACQUISITION Corp • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”), dated as of March 20, 2023, is entered into by and among Northern Revival Acquisition Corporation, a Cayman Islands exempted company (prior to the Effective Time, “Acquiror” and, at and after the Effective Time, “PubCo”), Braiin Limited, an Australian public company limited by shares (the “Company”), Northern Revival Sponsor LLC, a Cayman Islands limited liability company, (the “Sponsor”), and each of the shareholders of the Company named on Annex I hereto (each, a “Seller” and collectively, the “Sellers”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
Noble Rock Acquisition Corporation 4001 Kennett Pike, Suite 302 Wilmington, DE 19807Administrative Services Agreement • January 12th, 2021 • Noble Rock Acquisition Corp • Blank checks • New York
