REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2021 • Global Technology Acquisition Corp. I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 20, 2021, is made and entered into by and among Global Technology Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), Global Technology Acquisition I Sponsor LP, a Cayman Islands exempted limited partnership (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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Underwriting AgreementUnderwriting Agreement • October 25th, 2021 • Global Technology Acquisition Corp. I • Blank checks • New York
Global Technology Acquisition Corp. I, 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 17,500,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 2,625,000 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 hereinafter called the “Units”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 25th, 2021 • Global Technology Acquisition Corp. I • 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 October 20, 2021, is entered into by and between Global Technology Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Global Technology Acquisition I Sponsor LP, a Cayman Islands exempted limited partnership (the “Purchaser”).
Global Technology Acquisition Corp. ILetter Agreement • July 13th, 2021 • Global Technology Acquisition Corp. I • 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 Global Technology Acquisition Corp. I, a Cayman Islands exempted company (the “Company”) and Citi Global Markets Inc. and Goldman Sachs & Co. LLC, as underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 17,250,000 of the Company’s units (including 2,250,000 units that may be purchased pursuant to the Underwriter’s 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 a fraction of one redeemable warrant (each whole warrant, a “Warrant”). Each whole 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
WARRANT AGREEMENT between GLOBAL TECHNOLOGY ACQUISITION CORP. I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [ • ], 2021Warrant Agreement • July 13th, 2021 • Global Technology Acquisition Corp. I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [ • ], 2021, is by and between Global Technology Acquisition Corp. I, 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 AGREEMENTIndemnity Agreement • July 13th, 2021 • Global Technology Acquisition Corp. I • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ · ], 2021, by and between Global Technology Acquisition Corp. I., a Cayman Islands exempted company (the “Company”), and [ · ] (“Indemnitee”).
WARRANT AGREEMENT between GLOBAL TECHNOLOGY ACQUISITION CORP. I and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • October 25th, 2021 • Global Technology Acquisition Corp. I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated October 20, 2021, is by and between Global Technology Acquisition Corp. I, 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 • July 13th, 2021 • Global Technology Acquisition Corp. I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ● ], 2021 by and between Global Technology Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 25th, 2021 • Global Technology Acquisition Corp. I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 20, 2021 by and between Global Technology Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2024 • Global Technology Acquisition Corp. I • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [___], 2024, is made and entered into by and among Tyfon Culture Inc., a Cayman Islands exempted company formerly known as Global Technology Acquisition Corp. I (the “Company”), Global Technology Acquisition I Sponsor LP, a Cayman Islands exempted limited partnership (the “Former Sponsor”), HCG Opportunity II, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under the header “Other Holders” on the signature page hereto (each such party, together with the Sponsor, the Former 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”).1
FORM OF LOCK-UP AGREEMENTLetter Agreement • May 15th, 2024 • Global Technology Acquisition Corp. I • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with that certain Business Combination and Merger Agreement, dated as of May [ ], 2024 (the “Merger Agreement”), by and among Tyfon Culture Holdings Limited, a Cayman Islands exempted company limited by shares (the “Company”), Global Technology Acquisition Corp. I, a Cayman Islands exempted company limited by shares (“Purchaser”), and Global Technology Merger Sub Corporation, a Cayman Islands exempted company limited by shares and wholly-owned subsidiary of Purchaser (“Merger Sub”, and together with the Purchaser, the “Purchaser Parties”). Capitalized terms used but not otherwise defined in this Letter Agreement shall have the meanings ascribed thereto in the Merger Agreement.
May 14, 2024Letter Agreement • May 15th, 2024 • Global Technology Acquisition Corp. I • Blank checks
Reference is made to that certain Business Combination and Merger Agreement (the “Merger Agreement”), dated as of the date hereof, by and among Global Technology Acquisition Corp. I, a Cayman Islands exempted company limited by shares (“Purchaser”), Global Technology Merger Sub Corporation, a Cayman Islands exempted company limited by shares and wholly-owned subsidiary of Purchaser (“Merger Sub”), and Tyfon Culture Holdings Limited, a Cayman Islands exempted company limited by shares (the “Company”). This letter agreement (this “Letter Agreement”) is being entered into and delivered by Purchaser and HCG Opportunity II, LLC, a Delaware limited liability company (the “Sponsor”), in connection with the Transactions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
SECURITIES PURCHASE AGREEMENT by and among HCG OPPORTUNITY II, LLC, GLOBAL TECHNOLOGY ACQUISITION I SPONSOR LP and GLOBAL TECHNOLOGY ACQUISITION CORP. I, solely with respect to Article III and Section 10.2 Dated as of April 19, 2024Securities Purchase Agreement • April 22nd, 2024 • Global Technology Acquisition Corp. I • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”) is made and entered into as of April 19, 2024 by and among HCG OPPORTUNITY II, LLC, a Delaware limited liability company (the “Purchaser”), GLOBAL TECHNOLOGY ACQUISITION I SPONSOR LP, a Cayman Islands exempted limited partnership (acting through Global Technology Acquisition I Sponsor GP Ltd., its general partner, the “Sponsor”) and solely with respect to Article III and Section 10.2, GLOBAL TECHNOLOGY ACQUISITION CORP. I, a Cayman Islands exempted company (the “SPAC”). The Purchaser and the Sponsor are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 24th, 2024 • Global Technology Acquisition Corp. I • Blank checks • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2024 between GLOBAL TECHNOLOGY ACQUISITION CORP. I, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
GLOBAL TECHNOLOGY ACQUISITION CORP. I 19 West 24th St. 10th Floor New York, New York 10010Administrative Services Agreement • July 13th, 2021 • Global Technology Acquisition Corp. I • Blank checks • New York
COMPANY SHAREHOLDERS SUPPORT AGREEMENTCompany Shareholders Support Agreement • May 15th, 2024 • Global Technology Acquisition Corp. I • Blank checks
COMPANY SHAREHOLDERS SUPPORT AGREEMENT, dated as of May 14, 2024 (this “Agreement”), by and among Global Technology Acquisition Corp. I, an exempted company limited by shares incorporated under the Laws of the Cayman Islands (“GTAC”), Tyfon Culture Holdings Limited, an exempted company limited by shares incorporated under the Laws of the Cayman Islands (the “Company”), and the shareholders of the Company whose names appear on the signature pages of this Agreement (each, a “Shareholder” and, collectively, the “Shareholders”).
AMENDMENT TO LETTER AGREEMENTLetter Agreement • April 22nd, 2024 • Global Technology Acquisition Corp. I • Blank checks
This AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of April 19, 2024, by and among (i) Global Technology Acquisition Corp. I, a Cayman Islands exempted company with limited liability (the “Company”), (ii) HCG Opportunity II, LLC, a Delaware limited liability company (the “New Sponsor”), (iii) Global Technology Acquisition I Sponsor LP, a Cayman Islands exempted limited partnership (the “Original Sponsor”), and (iv) each of the undersigned persons holding Founder Shares listed on the signature pages hereto and any persons holding Founder Shares that become a party to this Agreement after the date hereof (collectively, the “Other Holders” and, collectively with the Original Sponsor, an “Insider” and, collectively, the “Insiders”), pursuant to the terms of the Letter Agreement (as defined below). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Original Agreement (as defined below) and,
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 24th, 2024 • Global Technology Acquisition Corp. I • Blank checks
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”) is made this 19th day of April, 2024 by and among Global Technology Acquisition I Sponsor LP, a Cayman Islands exempted limited partnership (“Seller”), HCG Opportunity II, LLC, a Delaware limited liability company (“Purchaser”), and Global Technology Acquisition Corp. I, a Cayman Islands exempted company (the “Company”). Reference is made to that certain Securities Purchase Agreement, dated as of April 19, 2024 (the “Agreement”), by and between Purchaser and Seller pursuant to which Purchaser will acquire certain of the Class B ordinary shares and private placement warrants of the Company, and pursuant to which Purchaser will become the sponsor of the Company.
Global Technology Acquisition Corp. ILetter Agreement • October 25th, 2021 • Global Technology Acquisition Corp. I • 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 Global Technology Acquisition Corp. I, a Cayman Islands exempted company (the “Company”) and Citi Global Markets Inc. and Goldman Sachs & Co. LLC, as underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 20,125,000 of the Company’s units (including 2,625,000 units that may be purchased pursuant to the Underwriter’s 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 a fraction of one redeemable warrant (each whole warrant, a “Warrant”). Each whole 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
BUSINESS COMBINATION AND MERGER AGREEMENT dated as of May 14, 2024 by and among Tyfon Culture Holdings Limited, Global Technology Acquisition Corp. I and Global Technology Merger Sub CorporationLetter Agreement • May 15th, 2024 • Global Technology Acquisition Corp. I • Blank checks • New York
This MERGER AGREEMENT (the “Agreement”), dated as of May 14, 2024 (the “Signing Date”), by and among Tyfon Culture Holdings Limited, a Cayman Islands exempted company limited by shares (the “Company”), Global Technology Acquisition Corp. I, a Cayman Islands exempted company limited by shares (the “Purchaser”), and Global Technology Merger Sub Corporation, a Cayman Islands exempted company limited by shares and wholly-owned subsidiary of the Purchaser (the “Merger Sub”).
CERTIFICATE OF JOINDER TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 24th, 2024 • Global Technology Acquisition Corp. I • Blank checks
The undersigned is executing and delivering this Certificate of Joinder (this “Joinder”) to the Registration Rights Agreement, dated as of October 20, 2021 (as amended, modified and waived from time to time, the “Registration Agreement”), by and among Global Technology Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), Global Technology Acquisition I Sponsor LP, a Cayman Islands exempted limited partnership (the “Sponsor”) and each of the undersigned parties listed on the signature pages thereto. Capitalized terms used herein have the meaning set forth in the Registration Agreement.
GLOBAL TECHNOLOGY ACQUISITION CORP. IAdministrative Services Agreement • March 16th, 2022 • Global Technology Acquisition Corp. I • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between Global Technology Acquisition Corp. I (the “Company”) and Global Technology Acquisition I Sponsor LP (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date (the “Listing Date”) the securities of the Company are first listed on The Nasdaq Capital Market LLC and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider, shall make available to the Company, at 19 West 24th St., 10th Floor, New York, New York 10010 (or any successor location or other existing office locations of the Provider or any of its affiliates), certain office space, utilities, and secretarial and administrative support
Global Technology Acquisition Corp. I CO Services Cayman Limited P.O. Box 10008 Willow House, Cricket Square Grand Cayman KY1-1001 Cayman IslandsAmended and Restated Agreement • July 13th, 2021 • Global Technology Acquisition Corp. I • Blank checks
This amended and restated agreement (this "Agreement") is entered into on February 10, 2021 by and between Global Technology Acquisition I Sponsor LP, a Cayman Islands exempted limited partnership acting by its general partner Global Technology Acquisition I Sponsor GP Ltd. (the "Subscriber" or "you"), and Global Technology Acquisition Corp. I, a Cayman Islands exempted company (the "Company"). Pursuant to the terms hereof, (i) the parties hereto wish to amend and restate the securities subscription agreement, dated February 10, 2021, as between them (the "Original Agreement"), and (ii) the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 6,468,750 Class B ordinary shares, $0.0001 par value per share (the "Shares"), up to 843,750 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 Co
