INDEMNITY AGREEMENTIndemnity Agreement • March 25th, 2021 • Magnum Opus Acquisition LTD • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 23, 2021, by and between MAGNUM OPUS ACQUISITION LIMITED, a Cayman Islands exempted company (the “Company”), and Xing Ling Liu (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 25th, 2021 • Magnum Opus Acquisition LTD • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 23, 2021 by and between Magnum Opus Acquisition Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
20,000,000 Units Magnum Opus Acquisition Limited UNDERWRITING AGREEMENTUnderwriting Agreement • March 25th, 2021 • Magnum Opus Acquisition LTD • Blank checks • New York
Magnum Opus Acquisition Limited Unit 1509, Nexxus Building Hong KongMagnum Opus Acquisition LTD • March 15th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on January 26, 2021 by and between Magnum Opus Holdings LLC, a limited liability company incorporated in the Cayman Islands (the “Subscriber” or “you”), and Magnum Opus Acquisition Limited, an exempted company incorporated in the Cayman Islands (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 5,750,000 Class B ordinary shares of, US$0.0001 par value per share (the “Shares”), up to 750,000 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:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 25th, 2021 • Magnum Opus Acquisition LTD • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 23, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Magnum Opus Acquisition Limited, a Cayman Islands exempted company (the “Company”), and Magnum Opus Holdings LLC, a Cayman Islands limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 25th, 2021 • Magnum Opus Acquisition LTD • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of March 23, 2021, is made and entered into by and among Magnum Opus Acquisition Limited, a Cayman Islands exempted company (the “Company”), Magnum Opus Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of 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”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • March 1st, 2021 • Magnum Opus Acquisition LTD • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _________, 2021, by and between MAGNUM OPUS ACQUISITION LIMITED, a Cayman Islands exempted company (the “Company”), and ____________(“Indemnitee”).
Magnum Opus Acquisition Limited.Letter Agreement • March 25th, 2021 • Magnum Opus Acquisition LTD • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Magnum Opus Acquisition Limited, a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, 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 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospect
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPurchase Agreement • March 1st, 2021 • Magnum Opus Acquisition LTD • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of_______, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Magnum Opus Acquisition Limited, a Cayman Islands exempted company (the “Company”), and Magnum Opus Holdings LLC, a Cayman Islands limited liability company (the “Purchaser”).
FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTForm of Registration and Shareholder Rights Agreement • March 1st, 2021 • Magnum Opus Acquisition LTD • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Magnum Opus Acquisition Limited, a Cayman Islands exempted company (the “Company”), Magnum Opus Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of 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”).
AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 21st, 2023 • Magnum Opus Acquisition LTD • Periodicals: publishing or publishing & printing
This Amended and Restated Investment Management Trust Agreement (this “Agreement”) is made effective as of March 17, 2023 by and between Magnum Opus Acquisition Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”), and amends and restates in its entirety that certain Investment Management Trust Agreement, dated March 23, 2021 by and between the Company and the Trustee (the “Existing Agreement”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 29th, 2022 • Magnum Opus Acquisition LTD • Periodicals: publishing or publishing & printing • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of , 20 , is made and entered into by and among:
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 10th, 2022 • Magnum Opus Acquisition LTD • Periodicals: publishing or publishing & printing • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with its terms, the “Investor Rights Agreement”), dated as of February 10, 2022 (the “Effective Date”), is made by and among (i) Magnum Opus Acquisition Limited, an exempted company incorporated with limited liability in the Cayman Islands (“PubCo”); (ii) Magnum Opus Holdings LLC, a Cayman Islands limited liability company (“Sponsor”); (iii) Integrated Whale Media Investment Inc., a BVI business company incorporated under the laws of the British Virgin Islands (“IWM”); and (iv) Binance Capital Management Co., Ltd., a business company incorporated under the laws of the British Virgin Islands (“Binance”). This Investor Rights Agreement amends and restates that certain Investor Rights Agreement, dated as of August 26, 2021 (the “Original IRA”), by and among PubCo, Sponsor, IWM, Highlander Management LLC, a limited liability company organized in the State of D
WARRANT AGREEMENT between MAGNUM OPUS ACQUISITION LIMITED and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 25th, 2021 • Magnum Opus Acquisition LTD • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 23, 2021, is by and between Magnum Opus Acquisition Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 29th, 2022 • Magnum Opus Acquisition LTD • Periodicals: publishing or publishing & printing • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of , 20 , is made and entered into by and among:
MAGNUM OPUS ACQUISITION LIMITED 15th Floor Nexxus Building Central, Hong KongLetter Agreement • March 25th, 2021 • Magnum Opus Acquisition LTD • Blank checks • New York
This letter agreement (this “Agreement”) by and between Magnum Opus Acquisition Limited (the “Company”) and Magnum Opus Holdings LLC (the “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 New York Stock Exchange (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”):
SPONSOR LOCK-UP AND SUPPORT AGREEMENTLock-Up and Support Agreement • September 29th, 2022 • Magnum Opus Acquisition LTD • Periodicals: publishing or publishing & printing • Delaware
This SPONSOR LOCK-UP AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2022, by and among Asia Innovations Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Company”), Magnum Opus Acquisition Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“SPAC”), and the shareholders of SPAC set forth on Schedule A hereto (each, a “Major SPAC Shareholder”).
MAGNUM OPUS ACQUISITION LIMITED 15th Floor Nexxus Building Central, Hong KongLetter Agreement • March 1st, 2021 • Magnum Opus Acquisition LTD • Blank checks • New York
This letter agreement (this “Agreement”) by and between Magnum Opus Acquisition Limited (the “Company”) and Magnum Opus Holdings LLC (the “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 New York Stock Exchange (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”):
SUPPORT AGREEMENTSupport Agreement • August 26th, 2021 • Magnum Opus Acquisition LTD • Blank checks • Delaware
This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 26, 2021, by and among Integrated Whale Media Investment, Inc., a BVI business company incorporated in the British Virgin Islands (“IWM” or the “Shareholders’ Representative”), Magnum Opus Acquisition Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Purchaser”), and the shareholders of Purchaser set forth on Schedule A hereto (each a “Purchaser Shareholder”).
FORM OF WARRANT AGREEMENT between MAGNUM OPUS ACQUISITION LIMITED and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 1st, 2021 • Magnum Opus Acquisition LTD • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of __________, 2021, is by and between Magnum Opus Acquisition Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT among MAGNUM OPUS ACQUISITION LIMITED ASIA INNOVATIONS GROUP LIMITED and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 20Assignment, Assumption and Amendment Agreement • September 29th, 2022 • Magnum Opus Acquisition LTD • Periodicals: publishing or publishing & printing • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated , 20 , is made by and among Magnum Opus Acquisition Limited, a Cayman Islands exempted company (“SPAC”), Asia Innovations Group Limited, a Cayman Islands exempted company (“AIG”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated March 23, 2021, by and between SPAC and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • August 26th, 2021 • Magnum Opus Acquisition LTD • Blank checks • Delaware
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Magnum Opus Acquisition Limited, an exempted company incorporated in the Cayman Islands with limited liability (“SPAC”), and the undersigned subscriber (the “Investor”), in connection with the Business Combination Agreement, dated as of August 26, 2021 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among SPAC, Integrated Whale Media Investment, Inc., a BVI business company incorporated in the British Virgin Islands, in its capacity as a seller and in its capacity as the shareholders’ representative (“IWM” or “Shareholders’ Representative”), Highlander Management LLC, a limited liability company incorporated in the State of Delaware (“Highlander”), Forbes Global Holdings Inc., a BVI business company incorporated in the British Virgin Islands (“FGH”) and Forbes Globa
COMPANY SHAREHOLDER VOTING AGREEMENTCompany Shareholder Voting Agreement • September 29th, 2022 • Magnum Opus Acquisition LTD • Periodicals: publishing or publishing & printing • Delaware
This COMPANY SHAREHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2022, by and among Asia Innovations Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Company”), Magnum Opus Acquisition Limited, an exempted company incorporated with limited liability under the Laws of Cayman Islands (“SPAC”), and the persons listed on Schedule A hereto (each, a “Company Shareholder” and collectively, the “Company Shareholders”).
BUSINESS COMBINATION AGREEMENT BY AND AMONG MAGNUM OPUS ACQUISITION LIMITED INTEGRATED WHALE MEDIA INVESTMENT, INC. in its capacity as both a Seller and the Shareholders’ Representative HIGHLANDER MANAGEMENT LLC FORBES GLOBAL HOLDINGS INC. and FORBES...Business Combination Agreement • August 26th, 2021 • Magnum Opus Acquisition LTD • Blank checks • Delaware
THIS BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of August 26, 2021, is made by and among Magnum Opus Acquisition Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Purchaser”), Integrated Whale Media Investment, Inc., a BVI business company incorporated in the British Virgin Islands, in its capacity as a seller (“IWM”), and in its capacity as the shareholders’ representative (the “Shareholders’ Representative”), Highlander Management LLC, a limited liability company organized in the State of Delaware (“Highlander” and together with IWM, the “Sellers”), Forbes Global Holdings Inc., a BVI business company incorporated in the British Virgin Islands (“FGH”), and Forbes Global Media Holdings, Inc., a BVI business company incorporated in the British Virgin Islands (the “Company”). Purchaser, IWM, Highlander, the Shareholders Representative, FGH and the Company are each referred to herein as a “Party” and, collectively, as the “Parties.”
