REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 8th, 2021 • Finnovate Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 8, 2021, is made and entered into by and among Finnovate Acquisition Corp., a Cayman Islands exempted company (the “Company”), Finnovate Sponsor L.P., a Delaware limited partnership (the “Sponsor”), EarlyBirdCapital, Inc. and its designees (the “Representative”, and the Sponsor, together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
15,000,000 Units FINNOVATE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2021 • Finnovate Acquisition Corp. • Blank checks • New York
Finnovate Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 8th, 2021 • Finnovate Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Finnovate Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of November 8, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[●] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
EARLYBIRDCAPITAL, INC. New York, New York 10017 November 8, 2021Finnovate Acquisition Corp. • November 8th, 2021 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Finnovate Acquisition Corp., a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-260261) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
Finnovate Acquisition Corp., The White House, Grand Cayman KY1 1208, Cayman Islands EarlyBirdCapital, Inc. New York, NY 10017Letter Agreement • November 8th, 2021 • Finnovate 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”) to be entered into by and between Finnovate Acquisition Corp., a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc. (the “Representative”), as the representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 15,000,000 of the Company’s units (including up to 2,225,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A ordinary shares”), and three-quarters of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on
BUSINESS COMBINATION AGREEMENT by and among FINNOVATE ACQUISITION CORP., as Purchaser, SCAGE FUTURE, as Pubco, HERO 1, as First Merger Sub, HERO 2, as Second Merger Sub, and SCAGE INTERNATIONAL LIMITED, as the Company Dated as of August 21, 2023Business Combination Agreement • August 25th, 2023 • Finnovate Acquisition Corp. • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of August 21, 2023 by and among: (i) Finnovate Acquisition Corp, an exempted company incorporated with limited liability in the Cayman Islands (the “Purchaser”), (ii) Scage Future, an exempted company incorporated with limited liability in the Cayman Islands, (“Pubco”), (iv) Hero 1, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“First Merger Sub”); (iii) Hero 2, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“Second Merger Sub”), and (iv) Scage International Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”). Purchaser, Pubco First Merger Sub, Second Merger Sub, and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
INDEMNITY AGREEMENTIndemnity Agreement • June 5th, 2023 • Finnovate Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 2, 2023, by and between Finnovate Acquisition Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • October 15th, 2021 • Finnovate Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Finnovate Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [Director/Officer] (“Indemnitee”).
PRIVATE WARRANTS PURCHASE AGREEMENTPrivate Warrants Purchase Agreement • November 8th, 2021 • Finnovate Acquisition Corp. • Blank checks • New York
THIS PRIVATE WARRANTS PURCHASE AGREEMENT, dated as of November 8, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Finnovate Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Finnovate Sponsor L.P., a Delaware limited partnership (the “Purchaser”).
INVESTMENT AGREEMENT by and among FINNOVATE ACQUISITION CORP., FINNOVATE SPONSOR, LP and SUNORANGE LIMITED Dated as of April 27, 2023Investment Agreement • May 3rd, 2023 • Finnovate Acquisition Corp. • Blank checks • Delaware
THIS INVESTMENT AGREEMENT, dated as of April 27, 2023 (this “Agreement”) is made by and among Finnovate Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), Finnovate Sponsor, LP, a Delaware limited partnership (the “Sponsor”), and Sunorange Limited, a British Virgin Islands company (the “Investor”). The SPAC, the Sponsor and the Investor shall be referred to herein from time to time individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • August 25th, 2023 • Finnovate Acquisition Corp. • Blank checks • New York
This Shareholder Support Agreement (this “Agreement”) is made and entered into as of August 21, 2023, by and among Finnovate Acquisition Corp., an exempted company incorporated with limited liability in the Cayman Islands (“Purchaser”), Scage International Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”) and the individuals whose names appear on the signature pages hereto who are or hereafter may become shareholders of the Company (each such shareholder, a “Requisite Shareholder” and, collectively, the “Requisite Shareholders”). The Purchaser, Company and the Requisite Shareholders are sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
WARRANT AGREEMENT between FINNOVATE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • June 10th, 2021 • Finnovate Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Finnovate Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • August 25th, 2023 • Finnovate Acquisition Corp. • Blank checks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of August 21, 2023, by the undersigned (as defined below) (the “Subject Party”) in favor of and for the benefit of Scage Future, an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”), Finnovate Acquisition Corp., an exempted company incorporated with limited liability in the Cayman Islands (together with its successors, including the Surviving Corporation (as defined in the Business Combination Agreement) “Purchaser”), Scage International Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), Finnovate Sponsor L.P. (the “Sponsor”) and each of Pubco’s, Purchaser’s, Sponsor’s and/or the Company’s present and future Affiliates, successors and direct and indirect Subsidiaries (including the Company) (collectively with Pubco, Sponsor, Purchaser and the Company, the “Covered Parties”). Any capitalized term
WARRANT AGREEMENT between FINNOVATE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • November 8th, 2021 • Finnovate Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 8, 2021, is by and between Finnovate Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • August 25th, 2023 • Finnovate Acquisition Corp. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of August 21, 2023, by and between (i) Scage International Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), (ii) Scage Future, an exempted company incorporated with limited liability in the Cayman Islands, (“Pubco”), (iii) Finnovate Acquisition Corp, an exempted company incorporated with limited liability in the Cayman Islands (the “Purchaser”) and (iv) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement, as hereinafter defined.
PRIVATE WARRANTS PURCHASE AGREEMENTPrivate Warrants Purchase Agreement • November 8th, 2021 • Finnovate Acquisition Corp. • Blank checks • New York
THIS PRIVATE WARRANTS PURCHASE AGREEMENT, dated as of November 8, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Finnovate Acquisition Corp., a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., a New York corporation (the “Purchaser”).
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 18th, 2024 • Finnovate Acquisition Corp. • Blank checks
This First Amendment (“First Amendment”) to the Business Combination Agreement (as defined below) is made and entered into as of June 18, 2024, by and among (i) Finnovate Acquisition Corp, an exempted company incorporated with limited liability in the Cayman Islands (“Purchaser”), (ii) Scage Future, an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”), (iii) Hero 1, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“First Merger Sub”), (iv) Hero 2, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“Second Merger Sub”) and (v) Scage International Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
Finnovate ACQUISITION CORP. The White House,Finnovate Acquisition Corp. • November 8th, 2021 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Finnovate Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Finnovate Sponsor l.P. (the “Sponsor”) shall make available, or cause to be made available, to the Company certain office space, utilities and administrative support as may be reasonably required by the Company from time to time, at 1007 N. Orange St., 10th Floor, Wilmington, DE 19801 (or any successor location). In exchange therefor, the Company shall pay the Sponsor the sum of $3,000 per month on the Effective Date and continuing monthly thereafter unti
AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • August 25th, 2023 • Finnovate Acquisition Corp. • Blank checks
THIS AMENDMENT TO WARRANT AGREEMENT (this “Amendment”) is made and entered into as of [___], 2024 by and among (i) Finnovate Acquisition Corp., an exempted company incorporated with limited liability in the Cayman Islands (the “Purchaser”), (ii) Scage Future, an exempted company incorporated with limited liability in the Cayman Islands (the “Pubco”), and (iii) Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Warrant Agreement (as defined below) (and if such term is not defined in the Warrant Agreement, then the Business Combination Agreement (as defined below)).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 15th, 2021 • Finnovate Acquisition Corp. • Blank checks • Tel-Aviv
This SHARE PURCHASE AGREEMENT (“Agreement”) is made and entered into as of March 21, 2021, by and between Finnovate Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Finnovate Sponsor L.P., a limited partnership formed under the laws of the State of Delaware (the “Purchaser”).
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • November 1st, 2024 • Finnovate Acquisition Corp. • Blank checks
This Second Amendment (this “Second Amendment”) to the Business Combination Agreement (as defined below) is made and entered into as of October 31, 2024, by and among (i) Finnovate Acquisition Corp, an exempted company incorporated with limited liability in the Cayman Islands (“Purchaser”), (ii) Scage Future, an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”), (iii) Hero 1, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“First Merger Sub”), (iv) Hero 2, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“Second Merger Sub”) and (v) Scage International Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
Amendment No. 1 to the Promissory NoteFinnovate Acquisition Corp. • October 15th, 2021 • Blank checks
AMENDMENT TO LETTER AGREEMENTLetter Agreement • August 25th, 2023 • Finnovate Acquisition Corp. • Blank checks
THIS AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of August 21, 2023, and shall be effective as of the Closing (defined below), by and among (i) Finnovate Acquisition Corp., an exempted company incorporated with limited liability in the Cayman Islands (“Company”), (ii) Finnovate Sponsor L.P., a Delaware limited partnership (the “Sponsor”), (iii) EarlyBirdCapital, Inc. (“EBC”), (iv) Scage Future, an exempted company incorporated with limited liability in the Cayman Islands, (“Pubco”), (v) Scage International Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Target”), and (vi) the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team and who, along with the Sponsor and EBC, and other transferees of the applicable Company securities, is referred to as an “Insider” pursuant to the terms of the Letter Agreement. Capitalized terms used but not otherwise defined he
JOINDER TO LETTER AGREEMENTLetter Agreement • June 5th, 2023 • Finnovate Acquisition Corp. • Blank checks
THIS JOINDER TO LETTER AGREEMENT (this “Joinder”) is made and entered into as of June 2, 2023 by the undersigned parties hereto. Reference is hereby made to that certain Letter Agreement, dated as of November 8, 2021 (as it may be amended from time to time, including by this Joinder, the “Agreement”), by and among Finnovate Acquisition Corp. (the “Company”), Finnovate Sponsor L.P. (the “Sponsor”) and the officers and directors of the Company. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Agreement.
FORM OF SUPPORT AGREEMENTForm of Support Agreement • August 25th, 2023 • Finnovate Acquisition Corp. • Blank checks
This SUPPORT AGREEMENT, dated as of August 21, 2023 (this “Support Agreement”), is entered into by and among Finnovate Sponsor L.P., a Delaware limited partnership (“Sponsor”), Scage International Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), Scage Future, an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”), and Finnovate Acquisition Corp., an exempted company incorporated with limited liability in the Cayman Islands (“Purchaser”). Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
