LTV CAPITAL PARTNERS I 21,500,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • June 2nd, 2021 • LTV Capital Partners I • Blank checks • New York
LTV Capital Partners I, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 21,500,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,225,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 23 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 11th, 2021 • LTV Capital Partners I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between LTV Capital Partners I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
LTV Capital Partners I Redwood City, California 94061 March 12, 2021Securities Subscription Agreement • May 11th, 2021 • LTV Capital Partners I • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on March 12, 2021 by and between LTV Capital Sponsor I, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and LTV Capital Partners I, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 6,181,250 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 806,250 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:
INDEMNITY AGREEMENTIndemnity Agreement • May 11th, 2021 • LTV Capital Partners I • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between LTV Capital Partners I, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • May 11th, 2021 • LTV Capital Partners I • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among LTV Capital Partners I, a Cayman Islands exempted company (the “Company”), LTV Capital Sponsor I, LLC, a Delaware 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”).
LTV Capital Partners I Redwood City, California 94061Underwriting Agreement • May 11th, 2021 • LTV Capital Partners 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 LTV Capital Partners I, a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 24,725,000 of the Company’s units (including 3,225,000 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 registrat
WARRANT AGREEMENT LTV CAPITAL PARTNERS I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2021Warrant Agreement • May 11th, 2021 • LTV Capital Partners I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2021, is by and between LTV Capital Partners I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 11th, 2021 • LTV Capital Partners 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 [•], 2021, is entered into by and between LTV Capital Partners I, a Cayman Islands exempted company (the “Company”), and LTV Capital Sponsor I, LLC, a Delaware limited liability company (the “Purchaser”).
LTV CAPITAL PARTNERS IOffice Space and Administrative Services Agreement • May 11th, 2021 • LTV Capital Partners I • Blank checks
