INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 2nd, 2021 • Blockchain Coinvestors Acquisition Corp. I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Blockchain Coinvestors Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Blockchain Coinvestors Acquisition Corp. ISecurities Subscription Agreement • August 26th, 2021 • Blockchain Coinvestors Acquisition Corp. I • Delaware
This agreement (the “Agreement”) is entered into on July 2, 2021 by and between Blockchain Coinvestors Acquisition Sponsors I LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Blockchain Coinvestors Acquisition Corp. I, a Cayman Islands exempted company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 shares of Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,125,000 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:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 26th, 2021 • Blockchain Coinvestors Acquisition Corp. I • New York
THIS PRIVATE PLACEMENT WARRANTS 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 Blockchain Coinvestors Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Blockchain Coinvestors Acquisition Sponsors I LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT BLOCKCHAIN COINVESTORS ACQUISITION CORP. I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2021Warrant Agreement • November 2nd, 2021 • Blockchain Coinvestors Acquisition Corp. I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2021, is by and between Blockchain Coinvestors Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • November 2nd, 2021 • Blockchain Coinvestors Acquisition Corp. I • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Blockchain Coinvestors Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), Blockchain Coinvestors Acquisition Sponsors I LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Blockchain Coinvestors Acquisition Corp. I PO Box 1093, Boundary Hall Cricket Square, Grand Cayman KY1-1102, Cayman IslandsUnderwriting Agreement • November 2nd, 2021 • Blockchain Coinvestors Acquisition Corp. I • Blank checks • Delaware
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Blockchain Coinvestors Acquisition Corp. I, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. and Moelis & Company, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the P
FORM OF INDEMNITY AGREEMENTIndemnification & Liability • August 26th, 2021 • Blockchain Coinvestors Acquisition Corp. I • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Blockchain Coinvestors Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
UNDERWRITING AGREEMENT between BLOCKCHAIN COINVESTORS ACQUISITION CORP. I, CANTOR FITZGERALD & CO. and MOELIS & COMPANY LLC Dated: [•], 2021Underwriting Agreement • November 2nd, 2021 • Blockchain Coinvestors Acquisition Corp. I • Blank checks • New York
The undersigned, Blockchain Coinvestors Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald”) and Moelis & Company LLC (“Moelis” and together with Cantor Fitzgerald, the “Representatives”) 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 • August 26th, 2021 • Blockchain Coinvestors Acquisition Corp. I • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Blockchain Coinvestors Acquisition Corp. I, 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 • November 2nd, 2021 • Blockchain Coinvestors Acquisition Corp. I • 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 Blockchain Coinvestors Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Blockchain Coinvestors Acquisition Sponsors I LLC, a Delaware limited liability company (the “Purchaser”).
NON-REDEMPTION AND SHARE TRANSFER AGREEMENTNon-Redemption and Share Transfer Agreement • October 16th, 2023 • Blockchain Coinvestors Acquisition Corp. I • Blank checks • Delaware
This Non-Redemption and Share Transfer Agreement (“Agreement”), dated October ___, 2023, between Blockchain Coinvestors Acquisition Sponsors I LLC (the “Sponsor”), the undersigned investor (the “Investor”), and, solely with respect to Section 2(b) and 4(d), Blockchain Coinvestors Acquisition Corp. I (the “Company” or “BCSA”).
LETTER AGREEMENT August 22, 2023Business Combination Agreement Extension and Acknowledgement • August 30th, 2023 • Blockchain Coinvestors Acquisition Corp. I • Blank checks
Reference is made to the Business Combination Agreement (the “Agreement”), dated as of November 10, 2022, by and among Blockchain Coinvestors Acquisition Corp. I, an exempted company incorporated in the Cayman Islands with limited liability (“BCSA”), BCSA Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Qenta Inc., a Delaware corporation (the “Company” and collectively with BCSA and Merger Sub, the “Parties”). Capitalized terms used but not otherwise defined herein have the meanings set forth in Agreement.
AMENDMENT NO. 1 TO SPONSOR LETTER AGREEMENTSponsor Letter Agreement • August 30th, 2023 • Blockchain Coinvestors Acquisition Corp. I • Blank checks
This Amendment No. 1 to Sponsor Letter Agreement (this “Amendment No. 1”) is dated as of August 22, 2023, by and among Blockchain Coinvestors Acquisition Sponsors I LLC, a Delaware limited liability company (“Sponsor”), Blockchain Coinvestors Acquisition Corp. I, an exempted company incorporated in the Cayman Islands with limited liability, which may redomesticate as a Delaware company in accordance with the Business Combination Agreement (such entity, including the continuing Delaware corporation, “BCSA”), and Qenta Inc., a Delaware corporation (the “Company”). Sponsor, BCSA and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement or Sponsor Letter Agreement (each as defined below).
BLOCKCHAIN COINVESTORS ACQUISITION CORP. IOffice Space and Administrative Services Agreement • August 26th, 2021 • Blockchain Coinvestors Acquisition Corp. I
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • April 10th, 2024 • Blockchain Coinvestors Acquisition Corp. I • Blank checks
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is dated as of [●], 2024, by and between Blockchain Coinvestors Acquisition Corp. I, an exempted company incorporated in the Cayman Islands with limited liability, which shall domesticate as a Delaware corporation (such entity, including the continuing Delaware corporation, “BCSA”), Linqto, Inc., a Delaware corporation (the “Company”) and [●], a [●] (the “Shareholder”). Each of BCSA and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
Amendment to Promissory NotePromissory Note • August 14th, 2023 • Blockchain Coinvestors Acquisition Corp. I • Blank checks
This Amendment to Promissory Note (this “Amendment”) is made effective as of June 26, 2023, between Blockchain Coinvestors Acquisition Corp. I, a Cayman Islands exempted company (“Maker”), and Blockchain Coinvestors Acquisition Sponsors I LLC or its registered assigns or successors in interest (“Payee”).
LETTER AGREEMENT August 29, 2023Business Combination Agreement Exclusivity Amendment • August 30th, 2023 • Blockchain Coinvestors Acquisition Corp. I • Blank checks
Reference is made to the Business Combination Agreement (as amended, the “Agreement”), dated as of November 10, 2022, by and among Blockchain Coinvestors Acquisition Corp. I, an exempted company incorporated in the Cayman Islands with limited liability (“BCSA”), BCSA Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Qenta Inc., a Delaware corporation (the “Company” and collectively with BCSA and Merger Sub, the “Parties”). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Agreement.
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • April 10th, 2024 • Blockchain Coinvestors Acquisition Corp. I • Blank checks • New York
THIS AMENDMENT TO THE WARRANT AGREEMENT (this “Amendment”) is made as of [●], 2024, by and between Blockchain Coinvestors 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 (in such capacity, the “Warrant Agent”).
NON-REDEMPTION AND SHARE TRANSFER AGREEMENTNon-Redemption and Share Transfer Agreement • May 1st, 2024 • Blockchain Coinvestors Acquisition Corp. I • Blank checks • Delaware
This Non-Redemption and Share Transfer Agreement (“Agreement”), dated May [●], 2024, between Blockchain Coinvestors Acquisition Sponsors I LLC (the “Sponsor”), the undersigned investor (the “Investor”), and, solely with respect to Section 2(b) and 4(d), Blockchain Coinvestors Acquisition Corp. I (the “Company” or “BCSA”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 10th, 2024 • Blockchain Coinvestors Acquisition Corp. I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated [●], 2024 is made and entered into by and among (a) Blockchain Coinvestors Acquisition Corp. I, a Cayman Islands exempted company (such entity, including following the Domestication, the “Company”), (b) the parties listed on Schedule A hereto (each such party, together with 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”), and (c) for the limited purpose set forth in Section 5.8 of this Agreement, Blockchain Coinvestors Acquisition Sponsors I LLC, a Delaware limited liability company (“Sponsor”). Certain capitalized terms used and not otherwise defined herein are defined in Article I hereof.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • April 10th, 2024 • Blockchain Coinvestors Acquisition Corp. I • Blank checks
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of April 9, 2024, by and among Blockchain Coinvestors Acquisition Sponsors I LLC, a Delaware limited liability company (the “Sponsor”), Blockchain Coinvestors Acquisition Corp. I, an exempted company incorporated in the Cayman Islands with limited liability (“BCSA”), and Linqto, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
BUSINESS COMBINATION AGREEMENT BY AND AMONG BLOCKCHAIN COINVESTORS ACQUISITION CORP. I, BCSA MERGER SUB I, INC.Business Combination Agreement • April 10th, 2024 • Blockchain Coinvestors Acquisition Corp. I • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated April 9, 2024, is made by and among Blockchain Coinvestors Acquisition Corp. I, an exempted company incorporated in the Cayman Islands with limited liability (“BCSA”), BCSA Merger Sub I, Inc., a Delaware corporation (“Merger Sub”), and Linqto, Inc., a Delaware corporation (the “Company” and collectively with BCSA and Merger Sub, the “Parties”). Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
