REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 12th, 2022 • Investcorp India Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 9, 2022, is made and entered into by and among Investcorp India Acquisition Corp, a Cayman Islands exempted company (the “Company”), ICE I Holdings Pte. Ltd., a Singapore corporation (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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 14th, 2021 • Investcorp Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_________], 2021 by and between Investcorp Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INVESTCORP INDIA ACQUISITION CORP 22,500,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • May 12th, 2022 • Investcorp India Acquisition Corp • Blank checks • New York
Investcorp India Acquisition Corp, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 22,500,000 units of the Company (the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,375,000 additional units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed in Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 23 hereof.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 12th, 2022 • Investcorp India Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 9, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Investcorp India Acquisition Corp, a Cayman Islands exempted company (the “Company”), and ICE I Holdings Pte. Ltd., a Singapore corporation (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • May 12th, 2022 • Investcorp India Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 9, 2022, by and between INVESTCORP INDIA ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), and Rishi Kapoor (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • May 12th, 2022 • Investcorp India Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 9, 2022, is by and between Investcorp India 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”, and also referred to herein as the “Transfer Agent”).
Investcorp Acquisition Corp. Century Yard, Cricket Square, Elgin Avenue PO Box 1111, George Town Grand Cayman, KY1-1102 Cayman IslandsLetter Agreement • June 14th, 2021 • Investcorp Acquisition Corp. • 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 Investcorp Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. and Jefferies LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 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
Investcorp Acquisition Corp. Century Yard, Cricket Square, Elgin Avenue PO Box 1111, George Town Grand Cayman, KY1-1102, Cayman IslandsInvestcorp Acquisition Corp. • June 14th, 2021 • Blank checks • New York
Investcorp Acquisition Corp.., a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to accept the offer made by ICE I Holdings Pte. Ltd., a Singapore Corporation (“Subscriber” or “you”), to purchase 7,187,500 Class B ordinary shares (the “Shares”) of the Company, $0.0001 par value per share (“Ordinary Shares”), up to 937,500 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Ordinary Share and one, or a portion of one, warrant to purchase one Ordinary Share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 12th, 2022 • Investcorp India Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 9, 2022 by and between Investcorp India Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Investcorp India Acquisition Corp Century Yard, Cricket Square, Elgin Avenue PO Box 1111, George Town Grand Cayman, Cayman Islands KY1-1102 Re: Initial Public Offering Ladies and Gentlemen:Investcorp India Acquisition Corp • May 12th, 2022 • 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 Investcorp India Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, as representative (the “Representative”) of the several underwriters (the “Underwriter”) relating to an underwritten initial public offering (the “Public Offering”), of up to 25,875,000 of the Company’s units (including up to 3,375,000 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 Prospectus (as defined below). The Units will be
SPONSOR LOCK-UP AGREEMENTLock-Up Agreement • October 23rd, 2024 • Investcorp AI Acquisition Corp. • Blank checks
THIS SPONSOR LOCK-UP AGREEMENT, dated as of October 21, 2024 (this “Agreement”), is made and entered into by and among ICE I Holdings Pte. Ltd., a Singapore corporation (“Sponsor”), Investcorp AI Acquisition Corp., a Cayman Islands exempted company (“SPAC”), certain SPAC Shareholders whose names appear on the signature pages of this Agreement (such SPAC Shareholders and Sponsor, collectively, the “Sponsor Members”), Bigtincan Limited, a Cayman Islands exempted company (“Pubco”), and Bigtincan Holdings Limited, an Australian public company listed on the Australian Securities Exchange with Australian Company Number (ACN) 154 944 797 (the “Company” and together with SPAC, Pubco and the Sponsor Members, the “Parties” and each a “Party”).
Scheme implementation deed Investcorp AI Acquisition Corp. Bigtincan Holdings Limited Bigtincan Limited BTH Merger Sub LimitedInvestcorp AI Acquisition Corp. • October 23rd, 2024 • Blank checks • New South Wales
SUBSCRIPTION AGREEMENTSubscription Agreement • October 23rd, 2024 • Investcorp AI Acquisition Corp. • Blank checks
In connection with the proposed business combination (the “Transaction”) contemplated by that certain business combination agreement, dated as of the date hereof (as amended, modified or supplemented from time to time, the “Transaction Agreement”), by and among Investcorp AI Acquisition Corp., a Cayman Islands exempted company (“SPAC”), Bigtincan Limited, a Cayman Islands exempted company (“Pubco”), BTH Merger Sub Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of Pubco (“Merger Sub”), and Bigtincan Holdings Limited, an Australian public company listed on the Australian Securities Exchange with Australian Company Number (ACN) 154 944 797 (the “Company”), and that certain scheme implementation deed entered into in connection with the Transaction Agreement, dated as of the date hereof (as amended, modified or supplemented from time to time, the “SID”), by and among SPAC, Pubco, Merger Sub and the Company, pursuant to and in accordance with the terms and c
BUSINESS COMBINATION AGREEMENT by and among BIGTINCAN HOLDINGS LIMITED, BIGTINCAN LIMITED, BTH MERGER SUB LIMITED, and INVESTCORP AI ACQUISITION CORP. dated as of October 21, 2024Business Combination Agreement • October 23rd, 2024 • Investcorp AI Acquisition Corp. • Blank checks • New York
THIS BUSINESS COMBINATION AGREEMENT, dated as of October 21, 2024 (this “Agreement”), by and among Bigtincan Holdings Limited, an Australian public company listed on the Australian Securities Exchange (the “ASX”) with Australian Company Number (ACN) 154 944 797 (the “Company”), Bigtincan Limited, a Cayman Islands exempted company (“Pubco”), BTH Merger Sub Limited, a Cayman Islands exempted company and a direct, wholly owned Subsidiary of Pubco (“Merger Sub”), and Investcorp AI Acquisition Corp., a Cayman Islands exempted company (“SPAC”, and together with the Company, Pubco and Merger Sub, the “Parties” and each a “Party”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • October 23rd, 2024 • Investcorp AI Acquisition Corp. • Blank checks
THIS SPONSOR SUPPORT AGREEMENT, dated as of October 21, 2024 (this “Agreement”), is made and entered into by and among ICE I Holdings Pte. Ltd., a Singapore corporation (“Sponsor”), Investcorp AI Acquisition Corp., a Cayman Islands exempted company (“SPAC”), certain SPAC Shareholders whose names appear on the signature pages of this Agreement (such SPAC Shareholders and Sponsor, collectively, the “Sponsor Members”), Bigtincan Limited, a Cayman Islands exempted company (“Pubco”), and Bigtincan Holdings Limited, an Australian public company listed on the Australian Securities Exchange with Australian Company Number (ACN) 154 944 797 (the “Company” and together with SPAC, Pubco and the Sponsor Members, the “Parties” and each a “Party”).
