REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 24th, 2022 • Technology & Telecommunication Acquisition Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 14, 2022, is made and entered into by and among Technology & Telecommunication Acquisition Corporation, a Cayman Islands exempted corporation (the “Company”), Technology & Telecommunication 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”).
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION UNDERWRITING AGREEMENT January 14, 2022Underwriting Agreement • January 24th, 2022 • Technology & Telecommunication Acquisition Corp • Blank checks • New York
Technology & Telecommunication Acquisition Corporation, a company incorporated as an exempted company under the law of 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:
Technology & Telecommunication Acquisition CorporationSecurities Subscription Agreement • January 7th, 2022 • Technology & Telecommunication Acquisition Corp • Blank checks • New York
This agreement (the “Agreement”) is entered into as of November 26, 2021, by and between Technology & Telecommunication LLC, a Limited Liability Company registered in the Cayman Islands, (the “Subscriber” or “you”), and Technology & Telecommunication Acquisition 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 24th, 2022 • Technology & Telecommunication Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 14, 2022, by and between Technology & Telecommunication Acquisition Corporation, a Cayman Islands exempted corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 24th, 2022 • Technology & Telecommunication Acquisition Corp • Blank checks • New York
This Agreement, made and entered into effective as of January 14, 2022 (“Agreement”), by and between Technology & Telecommunication Acquisition Corporation, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 19th, 2022 • Technology & Telecommunication Acquisition Corp • Blank checks
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of [_], 2022, by and between Technology & Telecommunication Acquisition Corp. (together with its successors, the “Company”), and Loo See Yuan, an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”). This Agreement will become effective (the “Effective Date”) upon the closing of the currently contemplated de-SPAC transaction with Super Apps Holdings Sdn Bhd, a Malaysian private limited company (“Super Apps”), whereby Super Apps will become an indirect wholly-owned subsidiary of the Company. Upon the closing of such transaction, this Agreement will supersede in entirety any prior employment agreement between Executive and Super Apps.
WARRANT AGREEMENTWarrant Agreement • January 24th, 2022 • Technology & Telecommunication Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (“Agreement”) is made as of January 14, 2022 between Technology & Telecommunication Acquisition Corporation, a Cayman Islands exempted company, with offices at C3-2-23A, Jalan 1/152, Taman OUG Parklane, Off Jalan Kelang Lama, 58200 Kuala Lumpur, 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”).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • October 19th, 2022 • Technology & Telecommunication Acquisition Corp • Blank checks
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of [_], 2022, by ________________(the “Subject Party”) in favor of and for the benefit of Technology & Telecommunication Acquisition Corporation, a Cayman Islands exempted company (the “Parent”), Super Apps Holdings Sdn. Bhd., a Malaysian private limited company (the “Company”), and each of the Parent’s and/or the Company’s respective present and future Affiliates, successors and direct and indirect subsidiaries (collectively with the Parent and the Company, the “Covered Parties”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
PARENT SHAREHOLDER SUPPORT AGREEMENTParent Shareholder Support Agreement • October 19th, 2022 • Technology & Telecommunication Acquisition Corp • Blank checks • New York
This PARENT SHAREHOLDER SUPPORT AGREEMENT, dated as of [_], 2022 (this “Agreement”), is entered into by and among the shareholders listed on Exhibit A hereto (each, a “Shareholder”), Super Apps Holdings Sdn. Bhd., a Malaysian private limited company (the “Company”) and Technology & Telecommunication Acquisition Corporation, a Cayman Islands exempted company (“Parent”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
COMPANY SHAREHOLDER SUPPORT AGREEMENTCompany Shareholder Support Agreement • October 19th, 2022 • Technology & Telecommunication Acquisition Corp • Blank checks • New York
This Company Shareholder Support Agreement (this “Agreement”) is dated as of [_], 2022, by and among Technology & Telecommunication Acquisition Corporation, a Cayman Islands exempted company (“Parent”), the Persons set forth on Schedule I attached hereto (each, a “Company Shareholder” and, collectively, the “Company Shareholders”), and Super Apps Holdings Sdn. Bhd., a Malaysian private limited company (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
Technology & Telecommunication Acquisition Corporation C3-2-23A, Jalan 1/152, Taman OUG Parklane Off Jalan Kelang Lama 58200 Kuala Lumpur, MalaysiaUnderwriting Agreement • January 24th, 2022 • Technology & Telecommunication Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Technology & Telecommunication Acquisition 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 b
Re: Form of Placement Unit Purchase AgreementPlacement Unit Purchase Agreement • January 24th, 2022 • Technology & Telecommunication Acquisition Corp • Blank checks
Technology & Telecommunication Acquisition 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 TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATIONWarrant Agreement • January 7th, 2022 • Technology & Telecommunication Acquisition Corp • 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 Technology & Telecommunication Acquisition Corporation (the “Company”).
TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION C3-2-23A, Jalan 1/152, Taman OUG Parklane Off Jalan Kelang Lama 58200 Kuala Lumpur, MalaysiaLetter Agreement • January 24th, 2022 • Technology & Telecommunication Acquisition 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 Technology & Telecommunication Acquisition 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”):
PROPOSED AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 13th, 2024 • Technology & Telecommunication Acquisition Corp • Services-business services, nec
This Amendment No. 2 (this “Amendment”), dated as of June 7, 2024, to the Investment Management Trust Agreement (as defined below) is made by and between Technology & Telecommunication Acquisition 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.
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 24th, 2023 • Technology & Telecommunication Acquisition Corp • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of July 20, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Technology & Telecommunication Acquisition 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.
LOCK-UP AGREEMENTLock-Up Agreement • October 19th, 2022 • Technology & Telecommunication Acquisition Corp • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [●], 2022, by and between the undersigned (the “Holder”) and Technology & Telecommunication Acquisition Corporation, a Cayman Islands exempted company (the “Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
VOTING AGREEMENTVoting Agreement • October 19th, 2022 • Technology & Telecommunication Acquisition Corp • Blank checks • New York
This Voting Agreement (this “Agreement”) is made as of [_], 2022, by and among Technology & Telecommunication Acquisition Corporation, a Cayman Islands exempted company (the “Parent”), Technology & Telecommunication LLC (the “Sponsor”), and each of the individuals and entities set forth on the signature page hereto (each a “Voting Party” and collectively, the “Voting Parties”). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below). This Agreement shall be effective as of the Closing Date of the Merger.
AGREEMENT AND PLAN OF MERGER by and among TECHNOLOGY & TELECOMMUNICATION ACQUISITION CORPORATION as Parent, TETE TECHNOLOGIES SDN BHD., as Merger Sub, SUPER APPS HOLDINGS SDN. BHD., as the Company, TECHNOLOGY & TELECOMMUNICATION LLC, in the capacity...Merger Agreement • October 19th, 2022 • Technology & Telecommunication Acquisition Corp • Blank checks • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 19, 2022, is entered into by and among (i) Technology & Telecommunication Acquisition Corporation, a Cayman Islands exempted company (“Parent”), (ii) TETE Technologies Sdn Bhd, a Malaysian private limited company and wholly owned subsidiary of Parent (“Merger Sub”), (iii) Super Apps Holdings Sdn. Bhd., a Malaysian private limited company (the “Company”), (iv) Technology & Telecommunication LLC, in the capacity as the representative from and after the Effective Time (as defined below) for the shareholders of Parent (other than the shareholders of the Company as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Parent Representative”), and (v) Loo See Yuen, in the capacity as the representative from and after the date hereof for the shareholders of the Company as of immediately prior to the Effective Time in accordance
