FORM OF INDEMNITY AGREEMENTIndemnification Agreement • December 22nd, 2022 • AlphaVest Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 19, 2022, by and between ALPHAVEST ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), and __________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2022 • AlphaVest Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 19, 2022, is made and entered into by and among AlphaVest Acquisition Corp, a Cayman Islands exempted company (the “Company”), AlphaVest Holding LP, a Delaware limited liability company (the “Sponsor”), EarlyBirdCapital, Inc. (“EBC”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and EBC 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”).
UNDERWRITING AGREEMENTUnderwriting Agreement • December 22nd, 2022 • AlphaVest Acquisition Corp. • Blank checks • New York
AlphaVest Acquisition Corp, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as 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 EarlyBirdCapital, Inc. is listed on such Schedule A, any references to the Underwriters shall refer exclusively to EarlyBirdCapital, Inc.), as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 22nd, 2022 • AlphaVest Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 19, 2022 by and between AlphaVest Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF INDEMNITY AGREEMENTIndemnification & Liability • November 4th, 2022 • AlphaVest Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _______, 2022, by and between ALPHAVEST ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
AlphaVest Acquisition Corp 500Securities Subscription Agreement • November 4th, 2022 • AlphaVest Acquisition Corp. • Blank checks • New York
AlphaVest Acquisition Corp, a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to accept the offer made by EarlyBirdCapital, Inc., a Delaware corporation (“Subscriber” or “you”), to purchase 125,000 ordinary shares of the Company, par value $0.0001 per share (the “Shares”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 4th, 2022 • AlphaVest Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2022 by and between AlphaVest Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
EARLYBIRDCAPITAL, INC. New York, New York 10017 December 19, 2022Advisory Agreement • December 22nd, 2022 • AlphaVest Acquisition Corp. • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby AlphaVest Acquisition Corp., a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company’s merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-268188) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • December 22nd, 2022 • AlphaVest Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of December 19, 2022 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and AlphaVest Acquisition Corp, a Cayman Islands exempted company (the “Company”), and AlphaVest Holding LP, a Delaware limited partnership (the “Purchaser”).
RIGHTS AGREEMENTRights Agreement • December 22nd, 2022 • AlphaVest Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of December 19, 2022 between AlphaVest Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”).
BUSINESS COMBINATION AGREEMENT BY AND AMONG ALPHAVEST ACQUISITION CORP., AV MERGER SUB AND AMC CORPORATION DATED AS OF August 16, 2024Business Combination Agreement • August 22nd, 2024 • AlphaVest Acquisition Corp. • Blank checks • New York
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated August 16 2024, is made by and among AlphaVest Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability (“SPAC”), AV Merger Sub, a Washington corporation (“Merger Sub”), and AMC Corporation, a Washington corporation (the “Company” and collectively with SPAC and Merger Sub, the “Parties”). Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
AlphaVest Acquisition Corp. New York, NY 10170 EarlyBirdCapital, Inc. New York, NY 10017Underwriting Agreement • December 22nd, 2022 • AlphaVest Acquisition 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 AlphaVest Acquisition Corp, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., 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 up to 6,900,000 of the Company’s units (including up to 900,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Shares”), and one right (each, a “Right”). Each Right entitles the holder to receive one-tenth of one Share upon the completion of an initial Business Combination. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Pros
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • December 22nd, 2022 • AlphaVest Acquisition Corp. • Blank checks • New York
This Securities Escrow Agreement, dated as of December 19, 2022 (“Agreement”), by and among AlphaVest Acquisition Corp, a Cayman Islands exempted company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
AlphaVest Acquisition CorpUnderwriting Agreement • November 4th, 2022 • AlphaVest 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 AlphaVest Acquisition Corp, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., 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 up to 6,900,000 of the Company’s units (including up to 900,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Shares”), and one right (each, a “Right”). Each Right entitles the holder to receive one-tenth of one Share upon the completion of an initial Business Combination. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Pros
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • August 17th, 2023 • AlphaVest Acquisition Corp. • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 11, 2023, by and among AlphaVest Acquisition Corp, a Cayman Islands exempted company (together with its successors, “Purchaser”), Wanshun Technology Industrial Group Limited, a Cayman Islands exempted company (the “Company”), AlphaVest Holding LP (the “Sponsor”), and the undersigned parties who hold Subject Shares (as defined below) (such parties, the “Insiders” and together with the Sponsor, the “Founder Holders”).
AlphaVest Acquisition Corp New York, NY 10110Administrative Services Agreement • November 4th, 2022 • AlphaVest Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between AlphaVest Acquisition Corp (the “Company”) and AlphaVest Holding LP (“AlphaVest”), 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 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”):
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • August 22nd, 2024 • AlphaVest Acquisition Corp. • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 16, 2024, by and among AlphaVest Acquisition Corp, an exempted company incorporated in the Cayman Islands with limited liability (together with its successors, “SPAC”), AMC Corporation, a Washington corporation (the “Company”), AlphaVest Holding LP, a Delaware limited partnership (the “Sponsor”), and the undersigned parties who hold Subject Shares (as defined below) (such parties, the “Insiders” and together with the Sponsor, the “Founder Holders”).
RIGHTS AGREEMENTRights Agreement • November 4th, 2022 • AlphaVest Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [•], 2022 between AlphaVest Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”).
LOCK-UP AGREEMENTLock-Up Agreement • August 22nd, 2024 • AlphaVest Acquisition Corp. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of August 16, 2024, by and among (i) AMC Corporation, a Washington corporation (“Company”), (ii) AlphaVest Acquisition Corp, an exempted company incorporated in the Cayman Islands with limited liability (“SPAC”), and (iii) the undersigned shareholders of the Company (each, a “Company Holder”) and SPAC (each, a “SPAC Holder,” and each Company Holder and SPAC Holder, a “Holder”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Business Combination Agreement (as defined below).
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 28th, 2023 • AlphaVest Acquisition Corp. • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of December 21, 2023, to the Original Trust Agreement (as defined below) is made by and between AlphaVest Acquisition Corp (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 Original Trust Agreement.
BUSINESS COMBINATION AGREEMENT by and among ALPHAVEST ACQUISITION CORP, as Purchaser, AV MERGER SUB, as Merger Sub, and WANSHUN TECHNOLOGY INDUSTRIAL GROUP LIMITED, as the Company, Dated as of August 11, 2023Business Combination Agreement • August 17th, 2023 • AlphaVest Acquisition Corp. • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of August 11, 2023 by and among AlphaVest Acquisition Corp, a Cayman Islands exempted company (together with its successors, “Purchaser”), AV Merger Sub, a Cayman Islands exempted company and a direct wholly owned subsidiary of Purchaser (“Merger Sub”), and Wanshun Technology Industrial Group Limited, a Cayman Islands exempted company (the “Company”). Purchaser, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
AlphaVest Acquisition Corp 500 5th Avenue, Suite 938 New York, NY 10110Administrative Services Agreement • December 22nd, 2022 • AlphaVest Acquisition Corp. • Blank checks
This letter agreement (this “Agreement”) by and between AlphaVest Acquisition Corp (the “Company”) and AlphaVest Holding LP (“AlphaVest”), 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 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”):
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • August 22nd, 2024 • AlphaVest Acquisition Corp. • Blank checks
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 16, 2024 by and among AlphaVest Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability (together with its successors, “SPAC”), AMC Corporation, a Washington corporation (the “Company”), and the persons identified on Schedule A hereto who hold Shareholder Shares (as defined below) (each, a “Shareholder” and collectively the “Shareholders”).
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • August 17th, 2023 • AlphaVest Acquisition Corp. • Blank checks
This SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 11, 2023 by and among AlphaVest Acquisition Corp, a Cayman Islands exempted company (together with its successors, “Purchaser”), Wanshun Technology Industrial Group Limited, a Cayman Islands exempted company (the “Company”), and the persons identified on Schedule A hereto who hold Shareholder Shares (as defined below) (each, a “Shareholder” and collectively the “Shareholders”).
