FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 23rd, 2021 • Delphi Growth Capital Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2022 by and between Delphi Growth Capital Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
FORM OF PUBLIC WARRANT AGREEMENT between DELPHI GROWTH CAPITAL CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [·], 2022Warrant Agreement • December 23rd, 2021 • Delphi Growth Capital Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [·], 2022, is by and between Delphi Growth Capital Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2021 • Delphi Growth Capital Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2022, is made and entered into by and among Delphi Growth Capital Corp., a Delaware corporation (the “Company”), Delphi Growth Capital Sponsor, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages 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”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • December 23rd, 2021 • Delphi Growth Capital Corp. • Blank checks • Delaware
FORM OF PRIVATE WARRANT AGREEMENT between DELPHI GROWTH CAPITAL CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [·], 2022Warrant Agreement • December 23rd, 2021 • Delphi Growth Capital Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [·], 2022, is by and between Delphi Growth Capital Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
Delphi Growth Capital Corp. New York, NY 10019Underwriting Agreement • December 23rd, 2021 • Delphi Growth Capital 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 between Delphi Growth Capital Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., 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 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third (1/3) of one redeemable Warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, as described in the Prospectus (as defined below). The
DELPHI GROWTH CAPITAL CORP.Administrative Services Agreement • December 23rd, 2021 • Delphi Growth Capital Corp. • Blank checks • New York
This letter agreement by and between Delphi Growth Capital Corp., a Delaware corporation (the “Company”), and Delphi Growth Capital Sponsor, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed on the New York Stock Exchange in connection with the Company’s initial public offering (the “Listing Date”) 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 Company’s Registration Statement on Form S-1 (File No. 333-[•]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • December 23rd, 2021 • Delphi Growth Capital Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Delphi Growth Capital Corp., a Delaware corporation (the “Company”), and Delphi Growth Capital Sponsor, L.P., a Cayman Islands exempted limited partnership (the “Purchaser”).
