5,000,000 Units UK Wisdom Limited UNDERWRITING AGREEMENTUnderwriting Agreement • June 21st, 2021 • UK Wisdom LTD • Blank checks • New York
UK Wisdom LimitedUK Wisdom LTD • May 26th, 2021 • Blank checks • New York
This agreement (this “Agreement”) is entered into on March 30, 2021 by and between Ucommune Talent Limited, a Cayman Islands exempted company (the “Subscriber” or “you”), and UK Wisdom Limited, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 1,437,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 187,500 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 26th, 2021 • UK Wisdom LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ], 2021, by and among UK Wisdom Limited, a Cayman Islands exempted company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNITY AGREEMENTIndemnity Agreement • May 26th, 2021 • UK Wisdom LTD • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2021 between the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
RIGHTS AGREEMENTRights Agreement • June 4th, 2021 • UK Wisdom LTD • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [ ], 2021 between UK Wisdom Limited, a Cayman Islands exempted company, with offices at Floor 8, Tower D, No. 2 Guang Hua Road, Chaoyang District, Beijing, People’s Republic of China, 100026 (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (the “Right Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 26th, 2021 • UK Wisdom LTD • Blank checks • New York
This INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) is made as of [ ], 2021 by and between UK Wisdom Limited (the “Company”) and American Stock Transfer & Trust Company, LLC, as trustee (“Trustee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 26th, 2021 • UK Wisdom LTD • Blank checks
UK Wisdom Limited (the “Company”), a blank check company incorporated in Cayman Islands formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (“Registration Statement”) to which the prospectus of the IPO forms a part.
LETTER AGREEMENTLetter Agreement • May 26th, 2021 • UK Wisdom LTD • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between UK Wisdom Limited, a Cayman Islands exempted company (the “Company”), and Maxim Group LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, par value of US$0.0001 per share (the “Ordinary Shares”) and one right to receive one-tenth (1/10) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 15 hereof.
UK WISDOM LIMITED Floor 8, Tower D No. 2 Guang Hua Road Chaoyang District, BeijingAdministrative Services Agreement • May 26th, 2021 • UK Wisdom LTD • Blank checks • New York
This Administrative Services Agreement (this “letter agreement”) by and between UK Wisdom Limited (the “Company”) and Ucommune Talent Limited (“Ucommune Talent”), dated the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (Registration No. 333-[ ]) and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
