INDEMNITY AGREEMENTIndemnification Agreement • March 31st, 2021 • Excelsa Acquisition Corp. • Blank checks
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ________, 2021, by and between Excelsa Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 31st, 2021 • Excelsa Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of ___________, 2021 by and between Excelsa Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Excelsa Acquisition Corp. 450 Park Ave., Suite 2703 New York, NY 10022Securities Subscription Agreement • March 9th, 2021 • Excelsa Acquisition Corp. • Delaware
This agreement (this “Agreement”) is entered into on March 1, 2021 by and between Excelsa Partners LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Excelsa Acquisition 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 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to surrender and cancellation by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) 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:
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 31st, 2021 • Excelsa Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of ________, 2021, is made and entered into by and among Excelsa Acquisition Corp., a Cayman Islands exempted company (the “Company”), Excelsa Partners 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”).
Excelsa Acquisition Corp. Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • March 31st, 2021 • Excelsa Acquisition 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 Excelsa Acquisition Corp., a Cayman Islands exempted company (the “Company”), Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 28,750,000 of the Company’s units (including 3,750,000 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 Pu
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 31st, 2021 • Excelsa Acquisition 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 ________, 2021, is entered into by and between Excelsa Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Excelsa Partners LLC, a Cayman Islands limited liability company (the “Purchaser”).
WARRANT AGREEMENT between EXCELSA ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • May 7th, 2021 • Excelsa Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated ________, 2021, is by and between Excelsa Acquisition 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”).
EXCELSA ACQUISITION CORP. 25,000,000 Units Underwriting AgreementUnderwriting Agreement • March 31st, 2021 • Excelsa Acquisition Corp. • Blank checks • New York
Excelsa Acquisition Corp., a Cayman Islands exempted company (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 representatives (collectively, the “Representatives”), an aggregate of [25,000,000] units of the Company (the “Firm Units”) and, at the option of the Underwriters, up to an additional [3,750,000] units of the Company (the “Option Units”). The Firm Units and the Option Units are herein referred to as the “Units.”
Excelsa Acquisition Corp. 450 Park Ave., Suite 2703 New York, NY 10022 ________, 2021Office Space Agreement • March 31st, 2021 • Excelsa Acquisition Corp. • Blank checks • New York
This letter will confirm our agreement that, commencing on the date the securities of the Company (as defined below) are first listed on the New York Stock Exchange (the “Listing Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Excelsa Acquisition 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”), Excelsa Partners LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space and secretarial and administrative services as may be required by the Company from time to time, situated at 450 Park Ave., Suite 2703 New York, NY 10022 (or any successor location). In exchange therefor, the Company shall pay the Sponsor or th
EXCELSA ACQUISITION CORP. 25,000,000 Units Underwriting AgreementUnderwriting Agreement • May 25th, 2021 • Excelsa Acquisition Corp. • Blank checks • New York
Excelsa Acquisition Corp., a Cayman Islands exempted company (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 representatives (collectively, the “Representatives”), an aggregate of [25,000,000] units of the Company (the “Firm Units”) and, at the option of the Underwriters, up to an additional [3,750,000] units of the Company (the “Option Units”). The Firm Units and the Option Units are herein referred to as the “Units.”
