REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 26th, 2022 • Sunfire Acquisition Corp LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among Sunfire Acquisition Corp Limited, a Cayman Islands exempted company (the “Company”) and Sunfire Sponsor, LLC, a Delaware limited liability company (the “Sponsor,” together with 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”).
SUNFIRE ACQUISITION CORP LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • May 26th, 2022 • Sunfire Acquisition Corp LTD • Blank checks • New York
Sunfire Acquisition Corp Limited, a Cayman Islands exempt company (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
INDEMNITY AGREEMENTIndemnity Agreement • May 26th, 2022 • Sunfire Acquisition Corp LTD • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2022, by and between Sunfire Acquisition Corp Limited, a Cayman Islands exempted company with its registered office at PO Box 2681, Cricket Square, Hutchins Drive, Grand Cayman KY1-1111, Cayman Islands (the “Company”), and [●] (“Indemnitee”).
RIGHTS AGREEMENTRights Agreement • May 26th, 2022 • Sunfire Acquisition Corp LTD • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●], 2022 between Sunfire Acquisition Corp Limited, a Cayman Islands exempted company with number 377443, with its executive offices at 1800 Avenue of the Stars, Suite 1475, Los Angeles, CA 90067 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (the “Rights Agent”).
INDEMNITY AGREEMENTIndemnification Agreement • October 25th, 2021 • Sunfire Acquisition Corp LTD • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Sunfire Acquisition Corp Limited, a Cayman Islands exempted company with its registered office at PO Box 2681, Cricket Square, Hutchins Drive, Grand Cayman KY1-1111, Cayman Islands (the “Company”), and [●] (“Indemnitee”).
INVESTMENT AGREEMENTInvestment Agreement • October 25th, 2021 • Sunfire Acquisition Corp LTD • New York
This Investment Agreement (this “Agreement”), dated as of __, 2021, is by and, except as otherwise indicated, among (i) Sunfire Acquisition Corp Limited, a Cayman Islands exempted company (the “SPAC”), (ii) Sunfire Sponsor, LLC, a Delaware limited liability company, (the “Sponsor”), and (iii) [●] (the “Investor”).
Sunfire Acquisition Corp Limited Los Angeles, CA 90067 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • May 26th, 2022 • Sunfire Acquisition Corp LTD • 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 Sunfire Acquisition Corp Limited, a Cayman Islands exempted company (the “Company”), and EF Hutton, division of Benchmark Investment, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s units (including up to 1,500,000 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 “Ordinary Shares”), and one right (the “Right”). Each Right entitles the holder thereof to receive one-sixth (1/6) of one share of Ordinary Share upon consummation of the initial business combination, subject to adjustment. The Units will be sold in
AMENDMENT TO PROMISSORY NOTEPromissory Note • May 26th, 2022 • Sunfire Acquisition Corp LTD • Blank checks • New York
THIS AMENDMENT TO PROMISSORY NOTE (this “Sixth Amendment”), dated as of April 27, 2022, by and between Sunfire Acquisition Corp Limited, a Cayman Islands exempted company (the “Maker”) and Sunfire Sponsor, LLC or its registered assigns or successors in interest (the “Payee”).
Sunfire Acquisition Corp LimitedAdministrative Support Agreement • May 26th, 2022 • Sunfire Acquisition Corp LTD • Blank checks • New York
This letter agreement by and between Sunfire Acquisition Corp Limited (the “Company”) and Sunfire Sponsor, LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date of effectiveness (the “Effective Date”) of Registration Statement on Form S-1 relating to the Company’s initial public offering 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”):
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 26th, 2022 • Sunfire Acquisition Corp LTD • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2022, by and between Sunfire Acquisition Corp Limited, 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 • May 26th, 2022 • Sunfire Acquisition Corp LTD • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [●], 2022, by and between Sunfire Acquisition Corp Limited, a Cayman Islands exempted company (the “Company”), and Sunfire Sponsor, LLC, a Delaware limited liability company (the “Subscriber”).
AMENDMENT TO PROMISSORY NOTEPromissory Note • May 26th, 2022 • Sunfire Acquisition Corp LTD • Blank checks • New York
THIS AMENDMENT TO PROMISSORY NOTE (this “Fourth Amendment”), dated as of February 28, 2022, by and between Sunfire Acquisition Corp Limited, a Cayman Islands exempted company (the “Maker”) and Sunfire Sponsor, LLC or its registered assigns or successors in interest (the “Payee”).
AMENDMENT TO PROMISSORY NOTEPromissory Note • May 26th, 2022 • Sunfire Acquisition Corp LTD • Blank checks • New York
THIS AMENDMENT TO PROMISSORY NOTE (this “Second Amendment”), dated as of December 31, 2021, by and between Sunfire Acquisition Corp Limited, a Cayman Islands exempted company (the “Maker”) and Sunfire Sponsor, LLC or its registered assigns or successors in interest (the “Payee”).
Sunfire Acquisition Corp Limited Los Angeles, CA 90067 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • October 25th, 2021 • Sunfire Acquisition Corp LTD
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting AgreementI”) entered into by and among Sunfire Acquisition Corp Limited, a Cayman Islands exempted company (the “Company”), and EF Hutton, division of Benchmark Investment, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s units (including up to 1,500,000 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 “Ordinary Shares”), and one right (the “Right”). Each Right entitles the holder thereof to receive one-eighth (1/8) of one share of Ordinary Share upon consummation of the initial business combination, subject to adjustment. The Units will be sold i
AMENDMENT TO PROMISSORY NOTEPromissory Note • May 26th, 2022 • Sunfire Acquisition Corp LTD • Blank checks • New York
THIS AMENDMENT TO PROMISSORY NOTE (this “Third Amendment”), dated as of January 26, 2022, by and between Sunfire Acquisition Corp Limited, a Cayman Islands exempted company (the “Maker”) and Sunfire Sponsor, LLC or its registered assigns or successors in interest (the “Payee”).
AMENDMENT TO PROMISSORY NOTEPromissory Note • October 25th, 2021 • Sunfire Acquisition Corp LTD • New York
THIS AMENDMENT TO PROMISSORY NOTE (this “Amendment”), dated as of October 22, 2021, by and between Sunfire Acquisition Corp Limited, a Cayman Islands exempted company (the “Maker”) and Sunfire Sponsor, LLC or its registered assigns or successors in interest (the “Payee”).
