FORM OF INDEMNITY AGREEMENTIndemnification Agreement • December 20th, 2021 • Investcorp Europe Acquisition Corp I • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 14, 2021, by and between INVESTCORP EUROPE ACQUISITION CORP I, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2021 • Investcorp Europe Acquisition Corp I • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of December 14, 2021, is made and entered into by and among Investcorp Europe Acquisition Corp I, a Cayman Islands exempted company (the “Company”), Europe Acquisition Holdings Limited, a Cayman Islands exempted company (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”).
INVESTCORP EUROPE ACQUISITION CORP I 30,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • December 20th, 2021 • Investcorp Europe Acquisition Corp I • Blank checks • New York
Investcorp Europe Acquisition Corp I, 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 Representatives (the “Representatives”), an aggregate of 30,000,000 units of the Company (the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 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 Representatives as used herein shall mean you, as Underwriters, 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 22 hereof.
Investcorp Asia Acquisition Corp I c/o Paget-Brown Trust Company Ltd. Century Yard, Cricket Square Grand Cayman KY1-1102, Cayman IslandsSecurities Subscription Agreement • November 23rd, 2021 • Investcorp Europe Acquisition Corp I • Blank checks • New York
This agreement (the “Agreement”) is entered into on April 1, 2021 by and between Asia Acquisition Holdings Limited, an exempted company incorporated in the Cayman Islands (the “Subscriber” or “you”), and Investcorp Asia Acquisition Corp I, an exempted company incorporated in the Cayman Islands (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 8,625,000 Class B ordinary shares of US$0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to forfeiture 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 • November 23rd, 2021 • Investcorp Europe Acquisition Corp I • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of __________, 2021, by and between INVESTCORP EUROPE ACQUISITION CORP I, a Cayman Islands exempted company (the “Company”), and ____________(“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 20th, 2021 • Investcorp Europe Acquisition Corp I • 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 Investcorp Europe Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Europe Acquisition Holdings Limited, a Cayman Islands exempted company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • November 23rd, 2021 • Investcorp Europe Acquisition Corp I • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of __________, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Investcorp Europe Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Europe Acquisition Holdings Limited, a Cayman Islands exempted company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 20th, 2021 • Investcorp Europe Acquisition Corp I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 14, 2021 by and between Investcorp Europe Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENT between INVESTCORP EUROPE ACQUISITION CORP I and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • December 20th, 2021 • Investcorp Europe Acquisition Corp I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 14, 2021, is by and between Investcorp Europe Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • April 26th, 2023 • Investcorp Europe Acquisition Corp I • Blank checks
THIS SPONSOR SUPPORT AGREEMENT, dated as of April 25, 2023 (this “Agreement”), by and among Europe Acquisition Holdings Limited, a Cayman Islands exempted company (“Sponsor”), Investcorp Europe Acquisition Corp I, a Cayman Islands exempted company incorporated with limited liability (“SPAC”), certain of the SPAC Shareholders whose names appear on the signature pages of this Agreement (such SPAC Shareholders and Sponsor, collectively, the “Sponsor Members”) and OpSec Holdings, a Cayman Islands exempted company incorporated with limited liability (“Pubco”).
Dated 4 August 2024 LOAN AGREEMENT BETWEENLoan Agreement • August 5th, 2024 • Investcorp Europe Acquisition Corp I • Blank checks
WHEREAS the Lender has agreed to provide the Loan (as defined below) to the Borrower on and subject to the terms and conditions of this Agreement.
BACKSTOP AGREEMENTBackstop Agreement • April 26th, 2023 • Investcorp Europe Acquisition Corp I • Blank checks • New York
THIS BACKSTOP AGREEMENT, dated as of April 25, 2023 (this “Agreement”), by and among Europe Acquisition Holdings Limited, a Cayman Islands exempted company and having its registered office at Paget-Brown Financial Services Limited, Century Yard, Cricket Square, PO Box 1111, George Town, Grand Cayman, Cayman Islands KY1-1102 (“Sponsor”), Investcorp Europe Acquisition Corp I, a Cayman Islands exempted company incorporated with limited liability with registered number 373300 and whose registered office is at Paget-Brown Financial Services Limited, Century Yard, Cricket Square, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands (“SPAC”), Orca Holdings Limited, a Cayman Islands exempted company incorporated with limited liability and having its registered office at Paget-Brown Financial Services Limited, Century Yard, Cricket Square, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands (the “Company”), and OpSec Holdings, a Cayman Islands exempted company incorpo
LOAN AGREEMENTLoan Agreement • November 27th, 2023 • Investcorp Europe Acquisition Corp I • Blank checks
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows with effect from the Effective Date:
Investcorp Europe Acquisition Corp I Century Yard, Cricket Square Elgin Avenue, PO Box 1111 George Town, Grand Cayman Cayman Islands KY1-1102 Re: Insider Letter Amendment Ladies and Gentlemen:Insider Letter Amendment • April 26th, 2023 • Investcorp Europe Acquisition Corp I • Blank checks • New York
This amendment (this “Amendment”) is being delivered to you in accordance with Section 12 of that certain Letter Agreement, dated as of December 14, 2021 (the “Letter Agreement”), by and among Investcorp Europe Acquisition Corp I, a Cayman Islands exempted company incorporated with limited liability (the “Company”), Europe Acquisition Holdings Limited, a Cayman Islands exempted company incorporated with limited liability (the “Sponsor”), and the individuals signatory thereto, each of whom is a member of the Company’s officers and directors (each, an “Insider” and collectively, the “Insiders”).
FIRST AMENDMENT TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • December 14th, 2023 • Investcorp Europe Acquisition Corp I • Blank checks
This First Amendment to the Business Combination Agreement (this “Amendment”) is entered into as of December 14, 2023, by and among OpSec Holdings, a Cayman Islands exempted company incorporated with limited liability and having its registered office at Paget-Brown Financial Services Limited, Century Yard, Cricket Square, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands (“Pubco”), Orca Holdings Limited, a Cayman Islands exempted company incorporated with limited liability and having its registered office at Paget-Brown Financial Services Limited, Century Yard, Cricket Square, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands (the “Company”), Investcorp Technology Secondary Fund 2018, L.P., a Cayman Islands exempted limited partnership (“ITSF”), Mill Reef Capital Fund SCS, a limited partnership (société en commandite simple) organized under the laws of Luxembourg (“Mill Reef”, and together with ITSF, the “Company Shareholders”), and Investcorp Europe Acq
SECOND AMENDMENT TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • March 11th, 2024 • Investcorp Europe Acquisition Corp I • Blank checks
This Second Amendment to the Business Combination Agreement (this “Amendment” or the “Second Amendment”) is entered into as of March 10, 2024, by and among OpSec Holdings, a Cayman Islands exempted company incorporated with limited liability and having its registered office at Paget-Brown Financial Services Limited, Century Yard, Cricket Square, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands (“Pubco”), Orca Holdings Limited, a Cayman Islands exempted company incorporated with limited liability and having its registered office at Paget-Brown Financial Services Limited, Century Yard, Cricket Square, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands (the “Company”), Investcorp Technology Secondary Fund 2018, L.P., a Cayman Islands exempted limited partnership (“ITSF”), Mill Reef Capital Fund SCS, a limited partnership (société en commandite simple) organized under the laws of Luxembourg (“Mill Reef”, and together with ITSF, the “Company Shareholders”), a
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 14th, 2023 • Investcorp Europe Acquisition Corp I • Blank checks
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of December 11, 2023, by and between Investcorp Europe Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
FOURTH AMENDMENT TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 5th, 2024 • Investcorp Europe Acquisition Corp I • Blank checks
This Fourth Amendment to the Business Combination Agreement (this “Amendment” or the “Fourth Amendment”) is entered into as of August 4, 2024, by and among Zacco Holdings (formerly OpSec Holdings), a Cayman Islands exempted company incorporated with limited liability and having its registered office at Paget-Brown Financial Services Limited, Century Yard, Cricket Square, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands (“Pubco”), Orca Holdings Limited, a Cayman Islands exempted company incorporated with limited liability and having its registered office at Paget-Brown Financial Services Limited, Century Yard, Cricket Square, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands (the “Company”), Investcorp Technology Secondary Fund 2018, L.P., a Cayman Islands exempted limited partnership (“ITSF”), Mill Reef Capital Fund SCS, a limited partnership (société en commandite simple) organized under the laws of Luxembourg (“Mill Reef”, and together with ITSF, the
Investcorp Europe Acquisition Corp I Century Yard, Cricket Square Elgin Avenue, PO Box 1111 George Town, Grand Cayman - Cayman Islands KY1-1102 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • December 20th, 2021 • Investcorp Europe Acquisition Corp I • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Investcorp Europe Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. and Credit Suisse Securities (USA) 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 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 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, subje
CONSENTConsent • March 11th, 2024 • Investcorp Europe Acquisition Corp I • Blank checks
This Consent (this “Consent”) is entered into as of March 10, 2024, by and among OpSec Holdings, a Cayman Islands exempted company incorporated with limited liability and having its registered office at Paget-Brown Financial Services Limited, Century Yard, Cricket Square, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands (“Pubco”), Orca Holdings Limited, a Cayman Islands exempted company incorporated with limited liability and having its registered office at Paget-Brown Financial Services Limited, Century Yard, Cricket Square, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands (“OpSec”), Investcorp Technology Secondary Fund 2018, L.P., a Cayman Islands exempted limited partnership (“ITSF”), Mill Reef Capital Fund SCS, a limited partnership (société en commandite simple) organized under the laws of Luxembourg (“Mill Reef”, and together with ITSF, the “OpSec Shareholders”), and Investcorp Europe Acquisition Corp I, a Cayman Islands exempted company incorpor
THIRD AMENDMENT TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 7th, 2024 • Investcorp Europe Acquisition Corp I • Blank checks
This Third Amendment to the Business Combination Agreement (this “Amendment” or the “Third Amendment”) is entered into as of May 3, 2024, by and among OpSec Holdings, a Cayman Islands exempted company incorporated with limited liability and having its registered office at Paget-Brown Financial Services Limited, Century Yard, Cricket Square, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands (“Pubco”), Orca Holdings Limited, a Cayman Islands exempted company incorporated with limited liability and having its registered office at Paget-Brown Financial Services Limited, Century Yard, Cricket Square, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands (the “Company”), Investcorp Technology Secondary Fund 2018, L.P., a Cayman Islands exempted limited partnership (“ITSF”), Mill Reef Capital Fund SCS, a limited partnership (société en commandite simple) organized under the laws of Luxembourg (“Mill Reef”, and together with ITSF, the “Company Shareholders”), and In
FIFTH AMENDMENT TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • September 3rd, 2024 • Investcorp Europe Acquisition Corp I • Blank checks
This Fifth Amendment to the Business Combination Agreement (this “Amendment” or the “Fifth Amendment”) is entered into as of August 30, 2024, by and among Zacco Holdings (formerly OpSec Holdings), a Cayman Islands exempted company incorporated with limited liability and having its registered office at Paget-Brown Financial Services Limited, Century Yard, Cricket Square, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands (“Pubco”), Orca Holdings Limited, a Cayman Islands exempted company incorporated with limited liability and having its registered office at Paget-Brown Financial Services Limited, Century Yard, Cricket Square, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands (the “Company”), Investcorp Technology Secondary Fund 2018, L.P., a Cayman Islands exempted limited partnership (“ITSF”), Mill Reef Capital Fund SCS, a limited partnership (société en commandite simple) organized under the laws of Luxembourg (“Mill Reef”, and together with ITSF, the “
LOAN AGREEMENTLoan Agreement • April 15th, 2024 • Investcorp Europe Acquisition Corp I • Blank checks
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows with effect from the Effective Date:
LOAN AGREEMENTLoan Agreement • June 10th, 2024 • Investcorp Europe Acquisition Corp I • Blank checks
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows with effect from the Effective Date:
PURCHASE AGREEMENTPurchase Agreement • December 16th, 2024 • Investcorp Europe Acquisition Corp I • Blank checks • New York
This PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of December 16, 2024 (the “Effective Date”), by and among Samara Special Opportunities, a Cayman Island exempted company (the “Acquirer”), Investcorp Europe Acquisition Corp I., a Cayman islands exempted company (“SPAC”), Europe Acquisition Holdings Limited (“Sponsor”), Peter McKellar (“McKellar”) Baroness Ruby McGregor-Smith (“McGregor-Smith”), Pam Jackson (“Jackson”), Laurence Ponchaut (“Ponchaut”) and Adah Almutairi (“Almutairi”) (each a “Party” and, collectively, the “Parties”).
LOAN AGREEMENTLoan Agreement • March 7th, 2023 • Investcorp Europe Acquisition Corp I • Blank checks
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows with effect from the Effective Date:
