INDEMNITY AGREEMENTIndemnification Agreement • February 4th, 2021 • Slam Corp. • Blank checks
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Slam Corp., a Cayman Islands exempted company (the “Company”), and [•] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 26th, 2021 • Slam Corp. • Blank checks • New York
Slam Corp. New York, New York 10110Securities Subscription Agreement • February 4th, 2021 • Slam Corp. • Blank checks • New York
This agreement (this “Agreement”) is entered into on December 31, 2020 by and between Slam Sponsor, LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Slam Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 14,375,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,875,000 of which are subject to surrender and cancellation 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:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 26th, 2021 • Slam Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of February 22, 2021, is entered into by and between Slam Corp., a Cayman Islands exempted company (the “Company”), and Slam Sponsor, LLC, a Cayman Islands exempted limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • February 26th, 2021 • Slam Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of February 25, 2021, is made and entered into by and among Slam Corp., a Cayman Islands exempted company (the “Company”), Slam Sponsor, LLC, a Cayman Islands limited liability company (the “Sponsor”), and each individual named on the signature pages hereto (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
February 22, 2021 Slam Corp. New York, New York 10110Underwriting Agreement • February 26th, 2021 • Slam 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 Slam Corp., a Cayman Islands exempted company (the “Company”) and Goldman Sachs & Co. LLC and BTIG, LLC., as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 50,000,000 of the Company’s units (and up to an additional 7,500,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fourth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant
WARRANT AGREEMENT SLAM CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 25, 2021Warrant Agreement • February 26th, 2021 • Slam Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated February 25, 2021, is by and between Slam Corp., 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”).
SLAM CORP. 50,000,000 Units Underwriting AgreementUnderwriting Agreement • February 26th, 2021 • Slam Corp. • Blank checks • New York
Slam Corp., a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 50,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 7,500,000 additional units, if any (the “Optional Units”, the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
FIRST AMENDMENT TO AMENDED AND RESTATED PROMISSORY NOTEPromissory Note • August 29th, 2024 • Slam Corp. • Communications services, nec
THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED PROMISSORY NOTE (this “Amendment”) is dated as of the 23rd day of August, 2024 and is made by and between Slam Corp. (the “Maker”) and Slam Sponsor LLC (the “Payee”).
SLAM CORP.Office Space and Administrative Services Agreement • February 26th, 2021 • Slam Corp. • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Slam Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Slam Sponsor, LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 500 Fifth Avenue, New York, New York 10110 (or any successor location). In exchange therefore, the Company shall pay the Sponsor, or an affiliate thereof, as determined by the Sponsor, a sum of $10,000 per month on the Effective Date and con
BUSINESS COMBINATION AGREEMENT BY AND AMONG SLAM CORP., SLAM SPONSOR, LLC, LYNK GLOBAL HOLDINGS, INC., LYNK GLOBAL, INC., LYNK MERGER SUB 1, LLC AND LYNK MERGER SUB 2, LLC DATED AS OF FEBRUARY 4, 2024Business Combination Agreement • February 5th, 2024 • Slam Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of February 4, 2024, is made by and among (i) Slam Corp., a Cayman Islands exempted company (“SLAM”), (ii) Lynk Global Holdings, Inc., a Delaware corporation (“Topco”), (iii) Lynk Merger Sub 1, LLC, a Delaware limited liability company (“Merger Sub 1”), (iv) Lynk Merger Sub 2, LLC, a Delaware limited liability company (“Merger Sub 2,” and together with Merger Sub 1, the “Merger Subs”), (v) Slam Sponsor, LLC, a Cayman Islands limited liability company (the “Sponsor”), and (vi) Lynk Global, Inc., a Delaware corporation (the “Company,” and together with Topco and the Merger Subs, the “Company Parties”). SLAM, Topco, Merger Sub 1, Merger Sub 2, the Sponsor and the Company shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • February 5th, 2024 • Slam Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of February 4, 2024, is made by and among Slam Sponsor, LLC, an exempted company incorporated in the Cayman Islands with limited liability (the “Sponsor”), Lynk Global, Inc., a Delaware corporation (the “Company”), and the undersigned individuals (the “Insiders” and together with the Sponsor, the “Sponsor Parties”). The Sponsor, the Company and the Insiders shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
AMENDMENT NO. 1 TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 14th, 2024 • Slam Corp. • Communications services, nec
This AMENDMENT NO. 1 TO THE BUSINESS COMBINATION AGREEMENT, dated as of June 10, 2024 (this “Amendment”), is entered into by and among (i) Slam Corp., a Cayman Islands exempted company (“SLAM”), (ii) Lynk Global Holdings, Inc., a Delaware corporation (“Topco”), (iii) Lynk Merger Sub 1, LLC, a Delaware limited liability company (“Merger Sub 1”), (iv) Lynk Merger Sub 2, LLC, a Delaware limited liability company (“Merger Sub 2,” and together with Merger Sub 1, the “Merger Subs”), (v) Slam Sponsor, LLC, a Cayman Islands limited liability company (the “Sponsor”), and (vi) Lynk Global, Inc., a Delaware corporation (the “Company,” and together with Topco and the Merger Subs, the “Company Parties”). SLAM, Topco, Merger Sub 1, Merger Sub 2, the Sponsor and the Company shall be referred to herein from time to time collectively as the “Parties”.
AMENDMENT NO. 3 TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • October 1st, 2024 • Slam Corp. • Communications services, nec
This AMENDMENT NO. 3 TO THE BUSINESS COMBINATION AGREEMENT, dated as of September 28, 2024 (this “Amendment”), is entered into by and among (i) Slam Corp., a Cayman Islands exempted company (“SLAM”), (ii) Lynk Global Holdings, Inc., a Delaware corporation (“Topco”), (iii) Lynk Merger Sub 1, LLC, a Delaware limited liability company (“Merger Sub 1”), (iv) Lynk Merger Sub 2, LLC, a Delaware limited liability company (“Merger Sub 2,” and together with Merger Sub 1, the “Merger Subs”), (v) Slam Sponsor, LLC, a Cayman Islands limited liability company (the “Sponsor”), and (vi) Lynk Global, Inc., a Delaware corporation (the “Company,” and together with Topco and the Merger Subs, the “Company Parties”). SLAM, Topco, Merger Sub 1, Merger Sub 2, the Sponsor and the Company shall be referred to herein from time to time collectively as the “Parties”.
BACKSTOP AGREEMENT SIDE LETTERBackstop Agreement Side Letter • February 5th, 2024 • Slam Corp. • Blank checks
THIS BACKSTOP AGREEMENT SIDE LETTER (this “Agreement”), dated as of February 4, 2024, by and among Slam Sponsor, LLC, a Cayman Islands limited company (the “Sponsor”), Lynk Global Holdings, Inc., a Delaware corporation (“Topco”), and the undersigned Investor (the “Investor” and together with the Sponsor and Topco the “Parties”). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Backstop Agreement (as defined below).
BACKSTOP AGREEMENT SIDE LETTERBackstop Agreement Side Letter • April 1st, 2024 • Slam Corp. • Communications services, nec
THIS BACKSTOP AGREEMENT SIDE LETTER (this “Agreement”), dated as of February 4, 2024, by and among Slam Sponsor, LLC, a Cayman Islands limited company (the “Sponsor”), Lynk Global Holdings, Inc., a Delaware corporation (“Topco”), and the undersigned Investor (the “Investor” and together with the Sponsor and Topco the “Parties”). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Backstop Agreement (as defined below).
AMENDMENT NO. 2 TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 29th, 2024 • Slam Corp. • Communications services, nec
This AMENDMENT NO. 2 TO THE BUSINESS COMBINATION AGREEMENT, dated as of August 26, 2024 (this “Amendment”), is entered into by and among (i) Slam Corp., a Cayman Islands exempted company (“SLAM”), (ii) Lynk Global Holdings, Inc., a Delaware corporation (“Topco”), (iii) Lynk Merger Sub 1, LLC, a Delaware limited liability company (“Merger Sub 1”), (iv) Lynk Merger Sub 2, LLC, a Delaware limited liability company (“Merger Sub 2,” and together with Merger Sub 1, the “Merger Subs”), (v) Slam Sponsor, LLC, a Cayman Islands limited liability company (the “Sponsor”), and (vi) Lynk Global, Inc., a Delaware corporation (the “Company,” and together with Topco and the Merger Subs, the “Company Parties”). SLAM, Topco, Merger Sub 1, Merger Sub 2, the Sponsor and the Company shall be referred to herein from time to time collectively as the “Parties”.
BACKSTOP AGREEMENTBackstop Agreement • February 5th, 2024 • Slam Corp. • Blank checks
This BACKSTOP AGREEMENT (this “Agreement”) is entered into on February 4, 2024, by and between Slam Corp., a Cayman Islands exempted company (“SLAM”), Lynk Global Holdings, Inc., a Delaware corporation (“Topco”), Lynk Global, Inc., a Delaware corporation (the “Company”) and the undersigned investor (the “Investor,” and together with SLAM, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SLAM CORP.Office Space and Administrative Services Agreement • February 4th, 2021 • Slam Corp. • Blank checks • New York
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • December 2nd, 2024 • Slam Corp. • Communications services, nec • New York
This Non-Redemption Agreement (this “Agreement”) is entered as of December [●], 2024 by and among Slam Corp., a Cayman Islands exempted company (“Slam”), Lynk Global Holdings, Inc., a Delaware corporation (“TopCo”) and the undersigned investors (collectively, the “Investor”).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • February 5th, 2024 • Slam Corp. • Blank checks
This COMPANY SUPPORT AGREEMENT (this “Agreement”), dated as of February 4, 2024, is made by and among SLAM Corp., a Delaware corporation (“SLAM”), Lynk Global, Inc., a Delaware corporation (the “Company”) and the undersigned individual (the “Insider” and together with the Company, the “Company Parties”). SLAM, the Company and the Insider shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
