REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 15th, 2022 • Resources Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among Resources Acquisition Corp, a Cayman Islands exempted company (the “Company”), Boulle Heritage LLC, a Cayman Islands limited liability 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”).
WARRANT AGREEMENTWarrant Agreement • February 15th, 2022 • Resources Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of [●], 2022 between Resources Acquisition Corp., a Cayman Islands exempted company with limited liability, with offices at c/o Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman, Cayman Islands, KY1-1104 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • February 15th, 2022 • Resources Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2022, by and between RESOURCES ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
15,000,000 Units Resources Acquisition Corp. UNDERWRITING AGREEMENTResources Acquisition Corp. • February 15th, 2022 • Blank checks • New York
Resources Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 15,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,250,000 additional units to cover over-allotments, if any (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 on 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 her
Resources Acquisition Corp c/o Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman Cayman Islands, KY1-1104Letter Agreement • February 15th, 2022 • Resources Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Resources Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets, Inc. and BofA Securities, Inc. (the “Underwriters”, each an “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 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, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pu
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 15th, 2022 • Resources Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2022 by and between Resources Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 15th, 2022 • Resources Acquisition 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 Resources Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Boulle Heritage LLC, a Cayman Islands limited liability company (the “Sponsor”).
RESOURCES ACQUISITION CORP. c/o Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman Cayman Islands, KY1-1104Administrative Services Agreement • February 15th, 2022 • Resources Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Resources Acquisition Corp. (the “Company”) and Boulle Heritage LLC (the “Sponsor”), 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 New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and 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 or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FIRST AMENDMENT TO PROMISSORY NOTEPromissory Note • February 15th, 2022 • Resources Acquisition Corp. • Blank checks • New York
This First Amendment to Promissory Note (this “Amendment”), dated as of December 20, 2021, is entered into by and between Resources Acquisition Corp., a Cayman Islands exempted company (“Maker”), and Boulle Heritage LLC, a Cayman Islands limited liability company (the “Lender”, together with its registered assigns or successors in interest, “Payee”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Note (as hereinafter defined).
