REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 24th, 2021 • Spree Acquisition Corp. 1 LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), Spree Operandi U.S. LP, a Delaware limited partnership, a wholly-owned subsidiary of Spree Operandi LP, a Cayman Islands exempted limited partnership (the “Sponsor”), and 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 (together with the Sponsor, each, a “Holder” and collectively the “Holders”).
SPREE ACQUISITION CORP. 1 LIMITED 17,500,000 Units Units, each consisting of one (1) Class A ordinary share, $0.0001 par value, and one-half of one warrant Underwriting Agreement Underwriting AgreementUnderwriting Agreement • November 24th, 2021 • Spree Acquisition Corp. 1 LTD • Blank checks • New York
Spree Acquisition Corp. 1 Limited priced 17,500,000 units at $10.00 per unit plus an additional 2,625,000 units if the underwriters exercise their over-allotment option in full.
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • November 24th, 2021 • Spree Acquisition Corp. 1 LTD • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
Spree Acquisition Corp. 1 Limited Tel Aviv, 6789139, Israel Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • November 24th, 2021 • Spree Acquisition Corp. 1 LTD • Blank checks
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 Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Stifel, Nicolaus & Company, Incorporated (the “Representative”), as the representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 17,500,000 of the Company’s units (including up to 2,625,000 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 one-half 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 registra
WARRANT AGREEMENT between SPREE ACQUISITION CORP. 1 LIMITED and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • November 24th, 2021 • Spree Acquisition Corp. 1 LTD • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • December 6th, 2023 • Spree Acquisition Corp. 1 LTD • Services-business services, nec • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of December , 2023 by and among Spree Acquisition Corp. 1 Limited (“SHAP”), Spree Operandi, LP, a Cayman Islands exempted limited partnership, and its wholly-owned subsidiary, Spree Operandi U.S. LP, a Delaware limited partnership (collectively, the “Sponsor”) and the undersigned investor (“Investor”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 24th, 2021 • Spree Acquisition Corp. 1 LTD • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 31st, 2022 • Spree Acquisition Corp. 1 LTD • Blank checks • Delaware
THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with the terms of this Investor Rights Agreement, the “Investor Rights Agreement”), dated as of October 29, 2022, which Agreement shall enter into effect upon the Closing (the “Effective Date”), is made by and among (i) Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company, which entity shall transfer by way of continuation and domesticate immediately prior to the Closing in accordance with the terms of the BCA (“PubCo”); (ii) each of the parties listed as a “Seller” on the signature pages attached hereto (each, a “Seller” and, collectively, the “Sellers”); (iii) Spree Operandi U.S. LP, a Delaware limited partnership and a wholly owned subsidiary of Spree Operandi LP, a Cayman Islands exempted limited partnership (the “Sponsor”); and (iv) solely for purposes of Article I, Section 2.11 (only in connection with the final sentence of that section), Section 2.15, Se
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 12th, 2023 • Spree Acquisition Corp. 1 LTD • Services-business services, nec • New York
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of June 12, 2023, is made by and between Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
FORM OF PRIVATE UNITS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND SPREE OPERANDI U.S. LP.Private Units Purchase Agreement • November 24th, 2021 • Spree Acquisition Corp. 1 LTD • Blank checks • New York
THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Spree Operandi U.S. LP, a Delaware limited partnership (the “Purchaser”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 24th, 2021 • Spree Acquisition Corp. 1 LTD • Blank checks • Tel-Aviv
This SHARE PURCHASE AGREEMENT (“Agreement”) is made and entered into as of August 23, 2021, by and between Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Spree Operandi U.S. LP, a Delaware limited partnership (the “Purchaser”).
UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF WARRANT, EACH WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARESpree Acquisition Corp. 1 LTD • November 24th, 2021 • Blank checks
Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Class A ordinary shares”), of Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and one-half of one redeemable warrant (“Warrant”). Each Warrant entitles the holder to purchase one (1) Class A ordinary share (subject to adjustment) for $11.50 per share (subject to adjustment). Each Warrant will become exercisable thirty (30) days after the Company’s completion of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (each a “Business Combination”), and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon redemption or liquidation. The Class A ordinary shares and Warrants comprising the Units represented by this certi
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • October 31st, 2022 • Spree Acquisition Corp. 1 LTD • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”) is entered into as of October 29, 2022, by and among WHC Worldwide, LLC, a Missouri limited liability company (the “Company”), Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company (“Spree”), Spree Operandi LP, a Cayman Islands exempted limited partnership and its wholly-owned subsidiary, Spree Operandi U.S. LP, a Delaware limited partnership (the “Spree Sponsor”), each of Messrs. Eran (Rani) Plaut, Nir Sasson, Shay Kronfeld, Joachim Drees, Steven Greenfield, David Riemenschneider and Philipp von Hagen (collectively, the “Insiders”) and, solely for purposes of amending the Sponsor Letter (as defined below), each of Steven Greenfield and Shay Kronfeld (collectively, the “Officers”). Each of the Company, Spree, the Spree Sponsor and each of the Insiders are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Each of the Spree Sponsor and each of the Insiders are sometimes referred to her
TERMINATION OF BUSINESS COMBINATION AGREEMENTTermination of Business Combination Agreement • August 23rd, 2023 • Spree Acquisition Corp. 1 LTD • Services-business services, nec
Termination of Business Combination Agreement, dated as of August 23, 2023 (this “Termination”), between Spree Acquisition Corp. 1 Limited, an exempted company with limited liability incorporated in the Cayman Islands (“Spree”), and WHC Worldwide, LLC, a Missouri limited liability company doing business as zTrip® (the “Company”). Capitalized terms used and not defined herein shall have the meanings ascribed to them in the BCA (as defined below). Spree and the Company are collectively referred to as the “Parties” and each as a “Party”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 18th, 2023 • Spree Acquisition Corp. 1 LTD • Services-business services, nec • Delaware
This Indemnification Agreement (“Agreement”), dated as of [●], is by and between WHC Worldwide, Inc., a Delaware corporation (the “Company”), and [●] (the “Indemnitee”).
VOTING AGREEMENTVoting Agreement • October 31st, 2022 • Spree Acquisition Corp. 1 LTD • Blank checks • Delaware
This Voting Agreement (this “Agreement”) is made and entered into as of October 29, 2022, by and among Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), Spree Operandi LP, a Cayman Islands exempted limited partnership (“Spree Sponsor”), and William M. George, a holder of Class B Units of WHC Worldwide, LLC, a Missouri limited liability company (the “WMG Holder”). Each of the WMG Holder, Spree Sponsor, and any of their respective permitted assigns, are referred to herein as a “Stockholder”. Any capitalized term used but not defined herein shall have the meaning ascribed to it in the Business Combination Agreement. This Agreement shall become effective at the Closing of the Business Combination Agreement. Following the Closing, “Company” shall mean WHC Worldwide, Inc., a Delaware corporation.
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • January 25th, 2023 • Spree Acquisition Corp. 1 LTD • Blank checks • Missouri
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) dated as of January 25, 2023 to the BUSINESS COMBINATION AGREEMENT (the “Business Combination Agreement”), dated as of October 29, 2022, between Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company ("Spree"), and WHC Worldwide, LLC, a Missouri limited liability company (the “Company”). Spree and the Company shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings set forth in the Business Combination Agreement.
Spree Acquisition Corp. 1 Limited 94 Yigal Alon, Building B, 31st floor Tel Aviv, 6789139, IsraelSpree Acquisition Corp. 1 LTD • November 24th, 2021 • Blank checks
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 Spree Acquisition Corp. 1 Limited’s (the “Company”) securities 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”), Spree Operandi, LP shall, or shall cause its affiliates to, make available to the Company certain office space, utilities, secretarial support and other administrative support and services as may be required by the Company from time to time, situated at 94 Yigal Alon, Building B, 31st floor, Tel Aviv, 6789139, Israel (or any successor location). In exchange therefore, the Company shall pay Spree Operandi, LP the sum of $10,000 per month on the Effective
SPREE ACQUISITION CORP. 1 LIMITED AND WHC WORLDWIDE, LLC MUTUALLY AGREE TO TERMINATE BUSINESS COMBINATION AGREEMENTSpree Acquisition Corp. 1 LTD • August 23rd, 2023 • Services-business services, nec
Atlanta, Georgia and Kansas City, Missouri, August 23, 2023 (GLOBE NEWSWIRE) — Spree Acquisition Corp. 1 Limited, a special purpose acquisition company (NYSE: SHAP) (“Spree”), and WHC Worldwide, LLC, doing business as zTrip®, a technology-based, North American-wide transportation company (“WHC” or “zTrip”), today announced that they have mutually agreed to terminate the previously announced Business Combination Agreement (the “Business Combination Agreement”), effective immediately.
AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 22nd, 2023 • Spree Acquisition Corp. 1 LTD • Services-business services, nec • New York
THIS AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of December 21, 2023, is made by and between Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
SUPPORT AGREEMENTSupport Agreement • October 31st, 2022 • Spree Acquisition Corp. 1 LTD • Blank checks
This Support Agreement (this “Agreement”), dated as of October 29, 2022, is made and entered into by and among WHC Worldwide, LLC, a Missouri limited liability company (the “Company”), Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company (“SPAC”), and the holders of the Pre-Closing Company Units (as defined in the Business Combination Agreement), each listed on the signature pages hereto as a Member (the “Members”). Except as otherwise specified herein, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
TAX RECEIVABLE AGREEMENT by and among SPREE ACQUISITION CORP. 1 LIMITED and THE PERSONS NAMED HEREINTax Receivable Agreement • October 31st, 2022 • Spree Acquisition Corp. 1 LTD • Blank checks • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of October 29, 2022, is made and entered into by and among Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Corporate Taxpayer”), the TRA Party Representative (as defined below) and each of the other Persons (as defined below) party hereto from time to time (each, a “TRA Party” and, collectively, the “TRA Parties”). This Agreement shall become effective upon the Closing of the BCA (as defined below). In connection with the Closing, the Corporate Taxpayer was domesticated as a Delaware corporation and named WHC Worldwide, Inc.
