REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2022 • Evergreen Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 8, 2022, is made and entered into by and among Evergreen Corporation, a Cayman Islands exempted corporation (the “Company”), Evergreen LLC, a Cayman Islands limited liability company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and 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”).
EVERGREEN CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • February 14th, 2022 • Evergreen Corp • Blank checks • New York
Evergreen Corporation, an exempted company incorporated with limited liability in the Cayman Islands (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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 14th, 2022 • Evergreen Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 8, 2022, by and between Evergreen Corporation, a Cayman Islands exempted corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 14th, 2022 • Evergreen Corp • Blank checks • New York
This Agreement, made and entered into effective as of February 8, 2022 (“Agreement”), by and between Evergreen Corporation, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • February 14th, 2022 • Evergreen Corp • Blank checks • New York
THIS WARRANT AGREEMENT (“Agreement”) is made as of February 8, 2022, between Evergreen Corporation, a Cayman Islands exempted company, with offices at 15-04, The Pinnacle, Persiaran Lagoon, Bandar Sunway, Petaling Jaya, Selangor, Malaysia (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Evergreen CorporationAgreement • January 11th, 2022 • Evergreen Corp • Blank checks • New York
This agreement (the “Agreement”) is entered into as of November 26, 2021, by and between Evergreen LLC, a Limited Liability Company registered in the Cayman Islands, (the “Subscriber” or “you”), and Evergreen Corporation, an Exempted Company incorporated in the Cayman Islands with Limited Liability (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture 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:
Evergreen Corporation 15-04, The Pinnacle Persiaran Lagoon, Bandar Sunway Petaling Jaya, Selangor, MalaysiaLetter Agreement • January 11th, 2022 • Evergreen Corp • 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 between Evergreen Corporation, a Cayman Islands exempted company (the “Company”), and EF Hutton, division of Benchmark Investments, LLC, as representative of the several underwriters (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 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 “Class A ordinary shares”), and one redeemable warrant. Each warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pur
Re: Form of Placement Unit Purchase AgreementEvergreen Corp • February 14th, 2022 • Blank checks
Evergreen Corporation (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (“Registration Statement”).
WARRANTS THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW EVERGREEN CORPORATION Formed under the Laws of the Cayman IslandsEvergreen Corp • January 11th, 2022 • Blank checks
This Warrant Certificate certifies that ______________________, or registered assigns, is the registered holder of ____________ warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase Class A ordinary shares, $0.0001 par value per share (“Ordinary Shares”), of Evergreen Corporation (the “Company”).
Evergreen Corporation 15-04, The Pinnacle Persiaran Lagoon, Bandar Sunway Petaling Jaya, Selangor, MalaysiaLetter Agreement • February 14th, 2022 • Evergreen Corp • 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 between Evergreen Corporation, a Cayman Islands exempted company (the “Company”), and EF Hutton, division of Benchmark Investments, LLC, as representative of the several underwriters (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 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 “Class A ordinary shares”), and one redeemable warrant. Each warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pur
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 25th, 2023 • Evergreen Corp • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of July 24, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Evergreen Corporation (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
EVERGREEN CORPORATION 15-04, The Pinnacle Persiaran Lagoon, Bandar Sunway Petaling Jaya, Selangor, MalaysiaLetter Agreement • January 11th, 2022 • Evergreen Corp • Blank checks
This letter agreement 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 the securities of Evergreen Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
EVERGREEN CORPORATION 15-04, The Pinnacle Persiaran Lagoon, Bandar Sunway Petaling Jaya, Selangor, MalaysiaLetter Agreement • February 14th, 2022 • Evergreen Corp • Blank checks
This letter agreement 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 the securities of Evergreen Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 15th, 2024 • Evergreen Corp • Blank checks
This Amendment No. 2 (this “Amendment”), dated as of May 9, 2024, to the Investment Management Trust Agreement (as defined below) is made by and between Evergreen Corporation (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
