INDEMNITY AGREEMENTIndemnity Agreement • March 31st, 2022 • Catcha Investment Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of 22nd February, 2022, by and between Catcha Investment Corp, a Cayman Islands exempted company (the “Company”), and Yaniv Ghitis (“Indemnitee”).
Catcha Investment Corp Kuala Lumpur, MalaysiaCatcha Investment Corp • January 25th, 2021 • Blank checks • New York
We are pleased to accept the offer Catcha Holdings LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 7,187,500 Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares” together with all other classes of Company (as defined below) ordinary shares, the “Ordinary Shares”), up to 937,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Catcha Investment Corp, a Cayman Islands exempted company (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • February 18th, 2021 • Catcha Investment Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of February 11, 2021, is made and entered into by and among Catcha Investment Corp, a Cayman Islands exempted company (the “Company”), Catcha Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, 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”).
Catcha Investment Corp Level 42, Suntec Tower Three, 8 Temasek Blvd, Singapore 038988Letter Agreement • February 18th, 2021 • Catcha Investment 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 among Catcha Investment Corp, a Cayman Islands exempted company (the “Company”), J.P. Morgan Securities LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 31,625,000 of the Company’s units (including 4,125,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), 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 $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration sta
WARRANT AGREEMENT CATCHA INVESTMENT CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 11, 2021Warrant Agreement • February 18th, 2021 • Catcha Investment Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated February 11, 2021, is by and between Catcha Investment 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 18th, 2021 • Catcha Investment Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 11, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Catcha Investment Corp, a Cayman Islands exempted company (the “Company”), and Catcha Holdings LLC, a Cayman Islands limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 18th, 2021 • Catcha Investment Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 11, 2021 by and between Catcha Investment Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
CATCHA INVESTMENT CORP 25,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • February 8th, 2021 • Catcha Investment Corp • Blank checks • New York
Catcha Investment Corp, a Cayman Islands corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 25,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,750,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.” To the extent that there are no additional Underwriters listed on Schedule 1 hereto other than you, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or plural as the context requires.
CATCHA INVESTMENT CORP 27,500,000 Units UNDERWRITING AGREEMENTAdministrative Services Agreement • February 18th, 2021 • Catcha Investment Corp • Blank checks • New York
Catcha Investment Corp, a Cayman Islands corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 27,500,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 4,125,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.” To the extent that there are no additional Underwriters listed on Schedule 1 hereto other than you, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or plural as the context requires.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 3rd, 2023 • Catcha Investment Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with its terms, this “Registration Rights Agreement”), dated as of the Closing Date (the “Effective Date”), is made by and among (i) Catcha Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”); (ii) Crown LNG Holding AS, a private limited liability company incorporated under the laws of Norway (the “Company”); (iii) each of the parties listed on Schedule 1-A attached hereto (collectively, the “Company Holders”); (iv) each of the parties listed on Schedule 1-B attached hereto (collectively, the “Sponsor Holders”); (v) Crown LNG Holdings Limited, a private limited company incorporated under the laws of Jersey, Channel Islands (“PubCo”); (vi) Catcha Investment Corp, a Cayman Islands exempted company limited by shares (“Catcha”); and (vii) any person or entity who hereafter becomes a party to this Registration Rights Agreement pursuant to Section 3.11 of th
SUBSCRIPTION AGREEMENTSubscription Agreement • June 7th, 2024 • Catcha Investment Corp • Blank checks
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of 6th of May 2024, by and among Catcha Investment Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), Crown LNG Holdings Limited, a private limited company incorporated under the laws of Jersey, Channel Islands (the “Issuer”) and the undersigned subscriber (the “Investor”), in connection with the Business Combination Agreement, dated as of August 3, 2023, as amended on October 2, 2023 (as may be further amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among SPAC, the Issuer, Crown LNG Holding AS, a private limited liability company incorporated under the laws of Norway (the “Company”) and the other parties thereto providing for the combination of SPAC, the Issuer and the Company, on the terms and subject to the conditions therein (the “Transaction”). In connection with the Transaction, the Issuer is
SUBSCRIPTION AGREEMENT UPDATESubscription Agreement Update • June 17th, 2024 • Catcha Investment Corp • Blank checks
This Subscription Agreement Update (this “Update”) is being entered into as of June 13th, 2024, by and between Crown LNG Holdings Limited, a private limited company incorporated under the laws of Jersey, Channel Islands (the “Issuer”) and the undersigned subscriber (the “Investor”), in connection with Subscription Agreement dated as of April 30th, 2024 (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
AMENDMENT NO. 5 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 12th, 2024 • Catcha Investment Corp • Blank checks
This AMENDMENT NO. 5 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of June 11, 2024, is made and entered into by and among (i) Catcha Investment Corp, a Cayman Islands exempted company limited by shares (“Catcha”), (ii) Crown LNG Holding AS, a private limited liability company incorporated under the laws of Norway (the “Company”), and (iii) Catcha Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”; together with Catcha and the Company, the “Parties” and, each, a “Party”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Business Combination Agreement (as defined below).
CATCHA INVESTMENT CORP Level 42, Suntec Tower ThreeCatcha Investment Corp • February 8th, 2021 • Blank checks • New York
AMENDMENT NO. 6 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • July 2nd, 2024 • Catcha Investment Corp • Blank checks
This AMENDMENT NO. 6 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of June 28, 2024, is made and entered into by and among (i) Catcha Investment Corp, a Cayman Islands exempted company limited by shares (“Catcha”), (ii) Crown LNG Holding AS, a private limited liability company incorporated under the laws of Norway (the “Company”), and (iii) Catcha Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”; together with Catcha and the Company, the “Parties” and, each, a “Party”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Business Combination Agreement (as defined below).
AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • February 23rd, 2024 • Catcha Investment Corp • Blank checks
This AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of February 16, 2024, is made and entered into by and among (i) Catcha Investment Corp, a Cayman Islands exempted company limited by shares (“Catcha”), (ii) Crown LNG Holding AS, a private limited liability company incorporated under the laws of Norway (the “Company”), and (iii) Catcha Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”; together with Catcha and the Company, the “Parties” and, each, a “Party”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Business Combination Agreement (as defined below). WHEREAS, (i) Crown LNG Holdings Limited, a private limited company incorporated under the laws of Jersey, Channel Islands (“PubCo”), (ii) CGT Merge II Limited, a Cayman Islands exempted company limited by shares (“Merger Sub”), (iii) Catcha, and (iv) the Company are parties to that certain Business Combination Agreement, dated as o
EXCHANGE AND SUPPORT AGREEMENTExchange and Support Agreement • August 3rd, 2023 • Catcha Investment Corp • Blank checks
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 3rd, 2023 • Catcha Investment Corp • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of August 3, 2023 by and among (i) Crown LNG Holdings Limited, a private limited company incorporated under the laws of Jersey, Channel Islands (“PubCo”), (ii) CGT Merge II Limited, a Cayman Islands exempted company limited by shares (“Merger Sub”), (iii) Catcha Investment Corp, a Cayman Islands exempted company limited by shares (“Catcha”), and (iv) Crown LNG Holding AS, a private limited liability company incorporated under the laws of Norway (the “Company”). PubCo, Merger Sub, Catcha and the Company, are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • June 20th, 2024 • Catcha Investment Corp • Blank checks • New York
This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of June 20th, 2024, is made by and among Catcha Investment Corp, a blank check company incorporated as a Cayman Islands exempted company limited by shares (the “Company”) and the Backstop Investor (as defined below).
SECURITIES LENDING AGREEMENTSecurities Lending Agreement • June 7th, 2024 • Catcha Investment Corp • Blank checks
This Securities Lending Agreement (“Agreement”) is made on 22nd May 2024 (“Effective Date”) by and between Millennia Capital Partners Limited, with its principal place of business at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (“Lender”) and Crown LNG Holdings Limited with a principal place of residence or business located at 3rd Floor, 4 Esplanade, St Helier, Jersey, JE4 9WG (“Borrower”). Capitalized terms not otherwise defined herein shall have the meanings provided in Section 1. Each a “Party”, collectively the “Parties”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 7th, 2024 • Catcha Investment Corp • Blank checks • Delaware
This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of June 4, 2024, by and between Crown LNG Holdings Limited., a private limited company organized under the laws of Jersey, Channel Islands (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”).
AMENDMENT NO. 3 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 21st, 2024 • Catcha Investment Corp • Blank checks • New York
THIS AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of May 15, 2024 by and between Catcha Investment Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Trust Agreement (as defined below).
Lock-Up AgreementLock-Up Agreement • August 3rd, 2023 • Catcha Investment Corp • Blank checks
Reference is made to that certain Business Combination Agreement (the “Business Combination Agreement”), dated as of August 3, 2023, by and between (i) Crown LNG Holdings Limited, a private limited company incorporated under the laws of Jersey, Channel Islands (“PubCo”), (ii) CGT Merge II Limited, a Cayman Islands exempted company limited by shares (“Merger Sub”), (iii) Catcha Investment Corp, a Cayman Islands exempted company limited by shares (“Catcha”) and (iv) Crown LNG Holding AS, a private limited liability company incorporated under the laws of Norway (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Business Combination Agreement.
CATCHA INVESTMENT CORPCatcha Investment Corp • February 18th, 2021 • 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 Catcha Investment 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”), Catcha Holdings 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 Level 42, Suntec Tower Three, 8 Temasek Blvd, Singapore 038988 and 45-7 the Boulevard, Mid Valley City, 592005, Kuala Lumpur Malaysia (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum o
AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 23rd, 2024 • Catcha Investment Corp • Blank checks • New York
THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of February 16, 2024 by and between Catcha Investment Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Trust Agreement (as defined below).
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • February 17th, 2023 • Catcha Investment Corp • Blank checks • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of February 14, 2023, by and between Catcha Investment Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • January 31st, 2024 • Catcha Investment Corp • Blank checks
This AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of January 31, 2024, is made and entered into by and among (i) Catcha Investment Corp, a Cayman Islands exempted company limited by shares (“Catcha”), (ii) Crown LNG Holding AS, a private limited liability company incorporated under the laws of Norway (the “Company”), and (iii) Catcha Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”; together with Catcha and the Company, the “Parties” and, each, a “Party”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Business Combination Agreement (as defined below).
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • October 2nd, 2023 • Catcha Investment Corp • Blank checks
This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of October 2, 2023, is made and entered into by and among (i) Catcha Investment Corp, a Cayman Islands exempted company limited by shares (“Catcha”), (ii) Crown LNG Holding AS, a private limited liability company incorporated under the laws of Norway (the “Company”), and (iii) Catcha Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”; together with Catcha and the Company, the “Parties” and, each, a “Party”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Business Combination Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 30th, 2023 • Catcha Investment Corp • Blank checks • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) dated as of October 25, 2023 (the “Effective Date”) is made by and between Polar Multi-Strategy Master Fund (the “Investor”), Catcha Investment Corp., a Cayman Islands exempt company (“SPAC”) and Catcha Holdings LLC, a Cayman Islands exempted limited liability company (“Sponsor”). Investor, SPAC and Sponsor are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 4 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 21st, 2024 • Catcha Investment Corp • Blank checks
This AMENDMENT NO. 4 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of May 21, 2024, is made and entered into by and among (i) Catcha Investment Corp, a Cayman Islands exempted company limited by shares (“Catcha”), (ii) Crown LNG Holding AS, a private limited liability company incorporated under the laws of Norway (the “Company”), and (iii) Catcha Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”; together with Catcha and the Company, the “Parties” and, each, a “Party”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Business Combination Agreement (as defined below).
