REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2021 • EVe Mobility 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 EVe Mobility Acquisition Corp, a Cayman Islands exempted company (the “Company”), EVe Mobility Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”), Moelis & Company Group, LP, an affiliate of Moelis & Company LLC (“Moelis”) and the 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 (each such party, together with the Sponsor, Cantor and Moelis, a “Holder” and collectively, the “Holders”).
EVE MOBILITY ACQUISITION CORPSecurities Subscription Agreement • November 12th, 2021 • EVe Mobility Acquisition Corp • Blank checks • New York
EVe Mobility Acquisition Corp, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer EVe Mobility 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”), US$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 (“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, US$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 otherwise requires,
WARRANT AGREEMENT EVE MOBILITY ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated December 14, 2021Warrant Agreement • December 17th, 2021 • EVe Mobility Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated December 14, 2021, is by and between EVe Mobility 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”).
INDEMNITY AGREEMENTIndemnification Agreement • April 14th, 2022 • EVe Mobility Acquisition Corp • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of December 14, 2021 between the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representatives of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
INDEMNITY AGREEMENTIndemnification & Liability • April 14th, 2022 • EVe Mobility Acquisition Corp • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of December 14, 2021 between the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representatives of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 3rd, 2021 • EVe Mobility Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021, by and between EVe Mobility Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNDERWRITING AGREEMENT between EVE MOBILITY ACQUISITION CORP, CANTOR FITZGERALD & CO. and MOELIS & COMPANY LLCUnderwriting Agreement • December 17th, 2021 • EVe Mobility Acquisition Corp • Blank checks • New York
The undersigned, EVe Mobility Acquisition Corp, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor”) and Moelis & Company LLC (“Moelis” and together with Cantor, the “Representatives”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives 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 • December 17th, 2021 • EVe Mobility Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 14, 2021, by and between EVe Mobility Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • December 17th, 2021 • EVe Mobility Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of December 14, 2021, is entered into by and between EVe Mobility Acquisition Corp, a Cayman Islands exempted company (the “Company”), and EVe Mobility Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
EVe Mobility Acquisition Corp. 4001 Kennett Pike, Suite 302 Wilmington, DE 19807 Attn: Scott Painter, Chief Executive Officer Ladies and Gentlemen:Advisory Agreement • December 17th, 2021 • EVe Mobility Acquisition Corp • Blank checks • New York
This is to confirm our agreement whereby EVe Mobility Acquisition Corp, a Cayman Islands exempted company (“Company”), has requested Cantor Fitzgerald & Co. (“Cantor”) and Moelis & Company LLC (“Moelis” and, together with Cantor, the “Advisors” and each an “Advisor”) to assist it in connection with the Company engaging in a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-261053) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
EVe Mobility Acquisition CorpUnderwriting Agreement • November 12th, 2021 • EVe Mobility 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 or proposed to be entered into by and among EVe Mobility Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. and Moelis & Company LLC, as the representatives (the “Representatives”) of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Share”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Share
EVe Mobility Acquisition Corp Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • December 17th, 2021 • EVe Mobility 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 or proposed to be entered into by and among EVe Mobility Acquisition Corp, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. and Moelis & Company LLC, as the representatives (the “Representatives”) of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,300,000 of the Company’s units (including up to 3,300,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Share”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Share a
EVE MOBILITY ACQUISITION CORP 4001 Kennett Pike, Suite 302 Wilmington, DE 19807 December 14, 2021Administrative Services Agreement • December 17th, 2021 • EVe Mobility Acquisition Corp • Blank checks • New York
This letter agreement (this “Agreement”) by and among EVe Mobility Acquisition Corp (the “Company”) and EVe Mobility Sponsor 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”):
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • May 29th, 2024 • EVe Mobility Acquisition Corp • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of [ ], 2024 by and among Eve Mobility Acquisition Corp., a Cayman Islands exempted company (the “Company”), ___________ (the “Insider”), and the undersigned investor[s] ([collectively, ]the “Investor”).
PURCHASE AND SPONSOR HANDOVER AGREEMENTPurchase and Sponsor Handover Agreement • February 7th, 2024 • EVe Mobility Acquisition Corp • Blank checks • New York
This PURCHASE AND SPONSOR HANDOVER AGREEMENT (this “Agreement”) is dated as of February 2, 2024, by and among Blufire Capital Limited, an Abu Dhabi private company limited by shares, (the “New Sponsor”), EVe Mobility Acquisition Corp, a Cayman Islands exempted company (the “SPAC”), EVe Mobility Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”). Each of the New Sponsor, the SPAC and the Sponsor are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • December 17th, 2021 • EVe Mobility Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 14th day of December 2021, by and between EVe Mobility Acquisition Corp, a Cayman Islands exempted company (the “Company”), Cantor Fitzgerald & Co. (“Cantor”) and Moelis & Company Group LP, an affiliate of Moelis & Company, LLC (“Moelis,” and together with Cantor the “Subscribers,” and each a “Subscriber”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • October 4th, 2021 • EVe Mobility Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [ ], 2021, is entered into by and between EVe Mobility Acquisition Corp, a Cayman Islands exempted company (the “Company”), and EVe Mobility Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • June 5th, 2023 • EVe Mobility Acquisition Corp • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of June [ ], 2023 by and among EVe Mobility Acquisition Corp, a Cayman Islands exempted company (“SPAC”), EVe Mobility Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and the undersigned investor (the “Investor”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • November 12th, 2021 • EVe Mobility Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the day of 2021, by and between EVe Mobility Acquisition Corp, a Cayman Islands exempted company (the “Company”), Cantor Fitzgerald & Co. (“Cantor”) and Moelis & Company LLC (“Moelis,” and together with Cantor the “Subscribers,” and each a “Subscriber”).
JOINDER to letter agreementJoinder to Letter Agreement • February 7th, 2024 • EVe Mobility Acquisition Corp • Blank checks
This Joinder to Letter Agreement (this “Joinder”) is made this 6th day of February, 2024, by the undersigned, in respect of that certain Letter Agreement (the “Letter Agreement”), a copy of which is attached hereto as Exhibit A, dated as of December 14, 2021, by and among EVe Mobility Acquisition Corp (the “Company”), EVe Mobility Sponsor LLC, a Cayman Islands limited liability company and each of the other persons set forth on the signature pages thereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Letter Agreement.
EVE MOBILITY ACQUISITION CORP 4001 Kennett Pike, Suite 302 Wilmington, DE 19807 February 21, 2024Termination of Administrative Services Agreement • February 22nd, 2024 • EVe Mobility Acquisition Corp • Blank checks
Reference is hereby made to that certain Administrative Services Agreement, dated as of December 14, 2021 (the “Administrative Services Agreement”), by and between EVe Mobility Acquisition Corp (the “Company”) and EVe Mobility Sponsor LLC (the “Sponsor”). This letter agreement reflects the understanding, and memorializes the agreement, of each of the Company and the Sponsor with respect to certain matters under the Administrative Services Agreement, as set forth herein.
Skadden, Arps, Slate, Meagher & Flom llp One Manhattan West New York, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000Registration Statement • December 14th, 2021 • EVe Mobility Acquisition Corp • Blank checks
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
JOINDER to letter agreementJoinder to Letter Agreement • February 22nd, 2024 • EVe Mobility Acquisition Corp • Blank checks
This Joinder to Letter Agreement (this “Joinder”) is made this 21st day of February, 2024, by each of the undersigned, in respect of that certain Letter Agreement (the “Letter Agreement”), a copy of which is attached hereto as Exhibit A, dated as of December 14, 2021, by and among EVe Mobility Acquisition Corp (the “Company”), EVe Mobility Sponsor LLC, a Cayman Islands limited liability company and each of the other persons set forth on the signature pages thereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Letter Agreement.
