REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2021 • Pearl Holdings Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 14, 2021 is made and entered into by and among Pearl Holdings Acquisition Corp, a Cayman Islands exempted company (the “Company”), Pearl Holdings Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and the other parties listed on the signature page hereto (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, the “Holders” and, each, a “Holder”).
PEARL HOLDINGS ACQUISITION CORP New York, New York 10017Pearl Holdings Acquisition Corp • November 24th, 2021 • Blank checks • New York
Pearl Holdings Acquisition Corp, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Pearl Holdings Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 7,187,500 Class B ordinary shares (the “Shares”), U.S.$0.0001 par value per share, of the Company (the “Class B Shares”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (the “IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, U.S.$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherw
INDEMNITY AGREEMENTIndemnity Agreement • November 24th, 2021 • Pearl Holdings Acquisition Corp • Blank checks • Delaware
WARRANT AGREEMENT PEARL HOLDINGS ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY December 14, 2021Warrant Agreement • December 17th, 2021 • Pearl Holdings Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated December 14, 2021, is by and between Pearl Holdings Acquisition Corp, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 17th, 2021 • Pearl Holdings Acquisition Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Pearl Holdings Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
INDEMNITY AGREEMENTIndemnity Agreement • March 31st, 2022 • Pearl Holdings Acquisition Corp • Blank checks • Delaware
NOW, THEREFORE, in consideration of the promises and the covenants contained herein and subject to the provisions of the Letter Agreement dated as of December 13, 2021 among the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement dated as of December 13, 2021 between the Company and the representative of the several Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
Pearl Holdings Acquisition CorpLetter Agreement • December 17th, 2021 • Pearl Holdings 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 or proposed to be entered into by and between Pearl Holdings Acquisition Corp, a Cayman Islands exempted company (the “Company”), on the one hand, and Morgan Stanley & Co. LLC, on the other hand, as the representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 20,125,000 of the Company’s units (“Units”) (including up to 2,625,000 Units that may be purchased to cover additional units, if any), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-half 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 shall be sold in th
PEARL HOLDINGS ACQUISITION CORP 17,500,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • December 17th, 2021 • Pearl Holdings Acquisition Corp • Blank checks • New York
Pearl Holdings Acquisition Corp, a Cayman Islands exempted company with limited liability (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 17,500,000 units of the Company (the “Firm Units”). The Company also proposes to issue and sell to the several Underwriters up to an additional 2,625,000 units of the Company (the “Additional Units”) if and to the extent that Morgan Stanley & Co. LLC (“Morgan Stanley”), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such units granted to the Underwriters in Section 2 hereof. The Firm Units and the Additional Units are hereinafter collectively referred to as the “Units.”
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 17th, 2021 • Pearl Holdings Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 14, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Pearl Holdings Acquisition Corp, a Cayman Islands exempted company (the “Company”) and Pearl Holdings Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 28th, 2024 • Pearl Holdings Acquisition Corp • Blank checks • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of February 22, 2024 (the “Effective Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), Pearl Holdings Acquisition Corp, a Cayman Islands exempted company (“SPAC”), and Pearl Holdings Sponsor LLC, a Cayman limited liability company (“Sponsor”). Investor, SPAC and Sponsor are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
Pearl Holdings Acquisition Corp 767 Third Avenue, 11th Floor New York, NY 10017Support Services Agreement • December 17th, 2021 • Pearl Holdings Acquisition Corp • Blank checks • New York
This Support Services Agreement (this “Agreement”) by and between Pearl Holdings Acquisition Corp, a Cayman Islands exempted company (the “Company”) and Pearl Holdings Sponsor LLC, a Cayman Islands limited liability company (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Stock Market LLC (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-261319) 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 767 Third Avenue, 11th Floor, New York, NY 10017 (or any successor location or other existing office locations of the Provider or any of its affiliates), certain office space,
FORM OF NON-REDEMPTION AGREEMENTNon-Redemption Agreement • December 11th, 2023 • Pearl Holdings Acquisition Corp • Blank checks • New York
This Non-Redemption Agreement (this “Agreement”) is entered as of December [●], 2023 by and among Pearl Holdings Acquisition Corp, a Cayman Islands exempted company (“PRLH”), the undersigned investor (“Investor”), and, solely with respect to Section 1.4 and the last sentence of Section 1.6 of this Agreement, Pearl Holdings Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”).
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANYInvestment Management Trust Agreement • December 14th, 2023 • Pearl Holdings Acquisition Corp • Blank checks • New York
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of December 8, 2023, is made by and between Pearl Holdings Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
