Papaya Growth Opportunity Corp. I Sample Contracts
WARRANT AGREEMENT between PAPAYA GROWTH OPPORTUNITY CORP. I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January 13, 2022Warrant Agreement • January 19th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 13, 2022, is by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York Limited Purpose Trust Company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
UNDERWRITING AGREEMENT between PAPAYA GROWTH OPPORTUNITY CORP. I and CANTOR FITZGERALD & CO. Dated: January 13, 2022 PAPAYA GROWTH OPPORTUNITY CORP. I UNDERWRITING AGREEMENTUnderwriting Agreement • January 19th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks • New York
The undersigned, Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative” and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as the representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A any references to the Underwriters shall refer exclusively to Cantor Fitzgerald)) as follows:
ContractIndemnification Agreement • January 19th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 13, 2022 by and between PAPAYA GROWTH OPPORTUNITY CORP. I, a Delaware corporation (the “Company”), and the person executing this Agreement identified on the signature page hereto (“Indemnitee”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • January 10th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this "Agreement") is made as of the [__] day of [__], 2022, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the "Company"), having its principal place of business at 2201 Broadway, #750, Oakland, CA 94612, and Papaya Growth Opportunity I Sponsor, LLC, a Delaware limited liability company ("Subscriber").
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 25th, 2025 • Papaya Growth Opportunity Corp. I • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [·], is made and entered into by and among Forbes & Manhattan Resources Inc., a company incorporated under the laws of the Province of Ontario, Canada (the “Company”), Papaya Growth Opportunity I Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), certain stockholders of the Company set forth on Schedule 1 hereto (such stockholders, the “Company Holders”) and other persons and entities (collectively with the Sponsor, the Company Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 10th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of [__], 2022, is made and entered into by and among each of Papaya Growth Opportunity Corp. I, a Delaware corporation (the "Company"), Papaya Growth Opportunity I Sponsor, LLC, a Delaware limited liability company (the "Sponsor"), Cantor Fitzgerald & Co., a New York general partnership ("Cantor"), J.V.B. Financial Group, LLC on behalf of its Cohen & Company Capital Markets division ("CCM"), 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 CCM, a "Holder" and collectively, the "Holders").
Papaya Growth Opportunity Corp. ISecurities Subscription Agreement • November 24th, 2021 • Papaya Growth Opportunity Corp. I • New York
This agreement (the “Agreement”) is entered into on October 18, 2021 by and between Papaya Growth Opportunity I Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,452,500 shares (the “Shares”) of Class B Common Stock, $.0001 par value per share (the “Class B Common Stock”) up to 952,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units of the Company (the “Units”), 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 19th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January 13, 2022, is made and entered into by and among each of Papaya Growth Opportunity Corp. I, a Delaware corporation (the "Company"), Papaya Growth Opportunity I Sponsor, LLC, a Delaware limited liability company (the "Sponsor"), Cantor Fitzgerald & Co., a New York general partnership ("Cantor"), J.V.B. Financial Group, LLC on behalf of its Cohen & Company Capital Markets division ("CCM"), 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 CCM, a "Holder" and collectively, the "Holders").
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • January 19th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this "Agreement") is made as of the 13th day of January, 2022, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the "Company"), having its principal place of business at 2201 Broadway, #750, Oakland, CA 94612, and Papaya Growth Opportunity I Sponsor, LLC, a Delaware limited liability company ("Subscriber").
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 10th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks • New York
This Investment Management Trust Agreement (this "Agreement") is made effective as of [__], 2022 by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee").
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • January 19th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 13th day of January, 2022, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”), having its principal place of business at 2201 Broadway, #750, Oakland, CA 94612, and Cantor Fitzgerald & Co. (“Cantor” or the “Subscriber”).
Papaya Growth Opportunity Corp. I Oakland, CA 94612Underwriting Agreement • January 19th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks
This letter ("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 between Papaya Growth Opportunity Corp. I, a Delaware corporation (the "Company"), and Cantor Fitzgerald & Co. ("Cantor"), as the representative of the underwriters (the "Underwriters"), relating to an underwritten initial public offering (the "Offering"), of up to 28,750,000 of the Company's units (the "Units"), each comprised of one share of the Company's Class A common stock, par value $0.0001 per share (the "Common Stock"), and one half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a "Warrant"). The Units sold in the Offering will be registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a registration statement on Form S-1 and prospectus (the "Prospectus") filed by the Company with the Securities and Exchange Commission (
PAPAYA GROWTH OPPORTUNITY CORP. IAdministrative Services Agreement • January 5th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks • Pennsylvania
This letter agreement by and between Papaya Growth Opportunity Corp. I (the "Company") and Papaya Growth Opportunity I 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 Nasdaq Global Market (the "Listing Date"), pursuant to a Registration Statement on Form S-1 and prospectus filed with the 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"):
BUSINESS COMBINATION AGREEMENT by and among FORBES & MANHATTAN RESOURCES INC., PAPAYA GROWTH OPPORTUNITY CORP. I and F&M MERGER SUB 1 INC. dated as of April 21, 2025Business Combination Agreement • April 25th, 2025 • Papaya Growth Opportunity Corp. I • Blank checks • New York
BUSINESS COMBINATION AGREEMENT dated as of April 21, 2025 (this “Agreement”), made and entered into by and among Forbes & Manhattan Resources Inc., a company incorporated under the laws of the Province of Ontario, Canada (the “Company”), Papaya Growth Opportunity Corp. I, a Delaware corporation formed as a special purpose acquisition company (“SPAC”), and F&M Merger Sub 1 Inc., a Delaware corporation (“Merger Sub”).
COMPANY SHAREHOLDER SUPPORT AGREEMENTCompany Shareholder Support Agreement • April 25th, 2025 • Papaya Growth Opportunity Corp. I • Blank checks
COMPANY SHAREHOLDER SUPPORT AGREEMENT dated as of April 21, 2025 (this “Agreement”), by and among each such Person listed on Schedule I hereto (each, a “Shareholder” and collectively, the “Shareholders”), Forbes & Manhattan Resources Inc., a company incorporated under the laws of the Province of Ontario, Canada (the “Company”), and Papaya Growth Opportunity Corp. I, a Delaware corporation formed as a special purpose acquisition company (“SPAC”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
AMENDMENT NO. 6 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 17th, 2025 • Papaya Growth Opportunity Corp. I • Blank checks • New York
THIS AMENDMENT NO. 6 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of December 15, 2025, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
LOCK-UP AGREEMENTLock-Up Agreement • April 25th, 2025 • Papaya Growth Opportunity Corp. I • Blank checks
LOCK-UP AGREEMENT dated as of [___], 2025 (this “Agreement”), by and among the undersigned holders of Company Shares and the undersigned holders of SPAC Shares (each, a “Holder”), and Forbes & Manhattan Resources Inc., a company incorporated under the laws of the Province of Ontario, Canada (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Business Combination Agreement (as defined below).
AMENDMENT NO. 5 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 17th, 2025 • Papaya Growth Opportunity Corp. I • Blank checks • New York
THIS AMENDMENT NO. 5 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of January 14, 2025, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
Papaya Growth Opportunity Corp. I Oakland, CA 94612Underwriting Agreement • December 27th, 2021 • Papaya Growth Opportunity Corp. I • Blank checks • New York
This letter ("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 between Papaya Growth Opportunity Corp. I, a Delaware corporation (the "Company"), and Cantor Fitzgerald & Co. ("Cantor"), as the representative of the underwriters (the "Underwriters"), relating to an underwritten initial public offering (the "Offering"), of up to 28,750,000 of the Company's units (the "Units"), each comprised of one share of the Company's Class A common stock, par value $0.0001 per share (the "Common Stock"), and one half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a "Warrant"). The Units sold in the Offering will be registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a registration statement on Form S-1 and prospectus (the "Prospectus") filed by the Company with the Securities and Exchange Commission (
PAPAYA GROWTH OPPORTUNITY CORP. IAdministrative Services Agreement • January 19th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks • Pennsylvania
This letter agreement by and between Papaya Growth Opportunity Corp. I (the "Company") and Papaya Growth Opportunity I 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 Nasdaq Global Market (the "Listing Date"), pursuant to a Registration Statement on Form S-1 and prospectus filed with the 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"):
AMENDMENT NO. 1 TO SPONSOR SUPPORT AND EXCHANGE AGREEMENTSponsor Support and Exchange Agreement • October 2nd, 2025 • Papaya Growth Opportunity Corp. I • Blank checks
This AMENDMENT NO. 1 TO SPONSOR SUPPORT AND EXCHANGE AGREEMENT (this “Amendment”), is made as of September 26, 2025 (the “Effective Date”) by and among Papaya Growth Opportunity I Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Forbes & Manhattan Resources Inc., a corporation incorporated under the laws of the Province of Ontario (the “Assignor”), Papaya Growth Opportunity Corp. I, a Delaware corporation formed as a special purpose acquisition company (“SPAC”), and 2744026 Alberta Ltd., a corporation incorporated under the laws of the Province of Alberta (the “Company” or “Assignee”). Sponsor, the Assignor, SPAC and the Company are sometimes collectively referred to herein as the “Parties”, and each individually as a “Party”.
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 18th, 2023 • Papaya Growth Opportunity Corp. I • Blank checks • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of April 12, 2023, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
RELEASE AGREEMENTRelease Agreement • October 2nd, 2025 • Papaya Growth Opportunity Corp. I • Blank checks • New York
This RELEASE AGREEMENT (this "Agreement") is entered into as of September 26, 2025 (the "Effective Date"), by and among Papaya Growth Opportunity Corp. I, a Delaware corporation ("Papaya"), Forbes & Manhattan Resources Inc., an Ontario corporation ("FMR"), and F&M Merger Sub 1 Inc., a Delaware corporation ("Merger Sub"). Papaya, FMR, and Merger Sub are collectively referred to herein as the "Parties" and each individually as a "Party."
SPONSOR SUPPORT AND EXCHANGE AGREEMENTSponsor Support and Exchange Agreement • April 25th, 2025 • Papaya Growth Opportunity Corp. I • Blank checks • New York
This Agreement is entered into in connection with the consummation of the transactions contemplated by that certain Business Combination Agreement by and among SPAC, Company, and F&M Merger Sub 1 Inc., a Delaware corporation (“Merger Sub”), dated as of the date hereof (the “Business Combination Agreement”; terms used but not defined in this Agreement shall have the meanings ascribed to them in the Business Combination Agreement).
AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 1st, 2023 • Papaya Growth Opportunity Corp. I • Blank checks • New York
THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of August 30, 2023, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
TERMINATION AGREEMENTTermination Agreement • October 2nd, 2025 • Papaya Growth Opportunity Corp. I • Blank checks • New York
This Termination Agreement (this “Termination Agreement”) is dated as of September 26, 2025, by and among each such Person listed on Schedule I hereto as a “Shareholder” (the “Shareholders”), Forbes & Manhattan Resources Inc., a corporation incorporated under the laws of the Province of Ontario (the “Company”) and Papaya Growth Opportunity Corp. I, a Delaware corporation formed as a special purpose acquisition company (“SPAC”). The Shareholders, the Company and SPAC are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • December 27th, 2021 • Papaya Growth Opportunity Corp. I • Blank checks • California
Effective October 1, 2021 (the “Effective Date”), Papaya Growth Opportunity Corp I, a Delaware corporation (“Company”), and FintechForce Inc. (“Consultant”) agree as follows:
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • October 2nd, 2025 • Papaya Growth Opportunity Corp. I • Blank checks
This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), is made as of September 26, 2025 (the “Effective Date”) by and among Forbes & Manhattan Resources Inc., a corporation incorporated under the laws of the Province of Ontario (the “Assignor”), Papaya Growth Opportunity Corp. I, a Delaware corporation formed as a special purpose acquisition company (“SPAC”), F&M Merger Sub 1 Inc., a Delaware corporation (“Merger Sub”), and 2744026 Alberta Ltd., a corporation incorporated under the laws of the Province of Alberta (the “Company” or “Assignee”). The Assignor, SPAC, Merger Sub and the Company are sometimes collectively referred to herein as the “Parties”, and each individually as a “Party”.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 19th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks • New York
This Investment Management Trust Agreement (this "Agreement") is made effective as of January 13, 2022 by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee").
AMENDMENT NO. 4 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 20th, 2024 • Papaya Growth Opportunity Corp. I • Blank checks • New York
THIS AMENDMENT NO. 4 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of February 16, 2024, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).