AMENDED AND RESTATED WARRANT AGREEMENT CAPTIVISION INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated November 15, 2023Warrant Agreement • November 22nd, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated November 15, 2023, is by and among Captivision Inc., a Cayman Islands exempted company (the “Company”), Jaguar Global Growth Corporation I, a Cayman Islands exempted company (“JGGC”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
FDIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification & Liability • December 22nd, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 15, 1012 by and between Captivision Inc., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 13th, 2024 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of June 12, 2024 is made by and between New Circle Principal Investments LLC, a Delaware limited liability company (the “Investor”), and Captivision Inc., a Cayman Islands exempted company (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
CONTRIBUTION AGREEMENTContribution Agreement • September 26th, 2024 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of _____________, 2024, between Captivision Inc., a Cayman Islands exempted company (the “Company”), G-SMATT Europe Media Limited a company incorporated in England and Wales (“GSE”) and CSY Netherlands Holding BV, a company incorporated in the Netherlands (the “Contributor”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 4 hereof.
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • September 26th, 2024 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
Form of Private Bonds Subscription AgreementPrivate Bonds Subscription Agreement • August 2nd, 2024 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
Captivision Korea Inc., a corporation (chusik hoesa) organized and existing under the laws of the Republic of Korea (“Korea”) and having its registered office at 298-42, Cheongbukjungang-ro, Cheongbuk-eup, Pyeongtaek-si, Gyeonggi-do, Korea (the “Issuer”); and
ContractExclusive Distribution and License Agreement • June 1st, 2023 • Phygital Immersive LTD • Miscellaneous electrical machinery, equipment & supplies
***** Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
ContractSale and Purchase Agreement • August 25th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
[***] INDICATES THAT CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE OF THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
Loan AgreementLoan Agreement • August 25th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
Ho Joon Lee (hereinafter referred to as the “Creditor”) and GLAAM Co., Ltd. (hereinafter referred to as the “Debtor”), hereby enter into a loan agreement as follows.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 13th, 2024 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This Share Purchase Agreement (the “Agreement”), dated as of June 12, 2024, is made by and between New Circle Principal Investments LLC, a Delaware limited liability (the “Investor”), and Captivision Inc., a Cayman Islands exempted company (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
Loan Repayment Amendment AgreementLoan Repayment Amendment Agreement • December 12th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
ContractManufacturing Management System Development Agreement • August 25th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
[***] INDICATES THAT CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE OF THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
ORDINARY SHARE PURCHASE WARRANT CAPTIVISION INC.Ordinary Share Purchase Warrant • November 22nd, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS ORDINARY SHARE PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is thirty (30) days after the date of this Warrant (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is five (5) years after the date of this Warrant (the “Termination Date”) but not thereafter, to subscribe for and purchase from Captivision Inc., a Cayman Islands exempted company (the “Company”), up to [______] ordinary shares (as subject to adjustment hereunder, the “Warrant Shares”), par value $0.0001 per share, of the Company (the “Ordinary Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 1(a).
ContractSupply and Construction Agreement • August 25th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
[***] INDICATES THAT CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE OF THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 15, 2023, is made and entered into by and among Captivision Inc., a Cayman Islands exempted company limited by shares (the “Company”), Jaguar Global Growth Partners I, LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders”.
Form of Loan AgreementLoan Agreement • August 25th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
Bio-X Co., Ltd. (hereinafter referred to as the “Creditor”) and GLAAM Co., Ltd. (hereinafter referred to as the “Debtor”), hereby enter into a loan agreement as follows.
ContractCredit Loan Transaction Agreement • December 22nd, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
The Bank must explain the important contents of this agreement to the applicant and provide a copy of the Basic Terms and Conditions of Bank Credit Transactions and this agreement.
Loan Repayment Amendment AgreementLoan Repayment Amendment Agreement • December 12th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
Loan AgreementLoan Agreement • August 25th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
G-FRAME Co., Ltd., (the “Lender”) and G—SMATT America Co., Ltd (the “Borrower”) hereby agreed based on principle of good faith as follows:
LOAN AGREEMENTLoan Agreement • August 25th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies • England and Wales
Loan AgreementLoan Agreement • August 25th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
Nam In Kim (hereinafter referred to as the “Creditor”) and GLAAM Co., Ltd. (hereinafter referred to as the “Debtor”), hereby enter into a loan agreement as follows.
Form of Loan AgreementLoan Agreement • August 25th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
G-SMATT Europe Media Limited (the “Lender”) and G-SMATT America CO., LTD. (the “Borrower”) hereby agreed based on principle of good faith as follows:
LETTER AGREEMENTLetter Agreement • November 22nd, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
This LETTER AGREEMENT (this “Agreement”), dated as of November 15, 2023, is made by and among Ho Joon Lee and Houngki Kim (the “Company Founders”), Captivision Inc. (FKA Phygital Immersive Limited), a Cayman Islands exempted company limited by shares (“New PubCo”), Jaguar Global Growth Corporation I, a Cayman Islands exempted company limited by shares (“SPAC”), and GLAAM Co., Ltd., a corporation (chusik hoesa) organized under the laws of Korea (the “Company”). The Company Founders, New PubCo, SPAC and the Company shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
Loan AgreementLoan Agreement • September 11th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
Yoo Ha Asset Co., Ltd. (hereinafter referred to as the “Creditor”) and GLAAM Co., Ltd. (hereinafter referred to as the “Debtor”), hereby enter into a loan agreement as follows.
Loan AgreementLoan Agreement • August 25th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
Seong Ik Han (hereinafter referred to as the “Creditor”) and GLAAM Co., Ltd. (hereinafter referred to as the “Debtor”), hereby enter into a loan agreement as follows.
Agreement to Change Loan RepaymentLoan Repayment Agreement • December 12th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
Agreement to Change Loan RepaymentLoan Repayment Agreement • December 12th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 15, 2023, is made and entered into by and among Captivision Inc., a Cayman Islands exempted company limited by shares (the “Company”), Jaguar Global Growth Partners I, LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders”.
Agreement to Change Loan RepaymentLoan Repayment Agreement • December 12th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
Form of Loan AgreementLoan Agreement • August 25th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
GLAAM Co., Ltd. (hereinafter referred to as the “Creditor”) and Korea Networks Co., Ltd. (hereinafter referred to as the “Debtor”), hereby enter into a loan agreement as follows.
Loan AgreementLoan Agreement • August 25th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
G-FRAME Co., Ltd., (the “Lender”) and G-SMATT America Co., Ltd (the “Borrower”) hereby agreed based on principle of good faith as follows:
Loan AgreementLoan Agreement • August 25th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
Kyung Sook Kim (hereinafter referred to as the “Creditor”) and GLAAM Co., Ltd. (hereinafter referred to as the “Debtor”), hereby enter into a loan agreement as follows.
Amendment to Distribution AgreementDistribution Agreement • May 4th, 2023 • Phygital Immersive LTD • Miscellaneous electrical machinery, equipment & supplies
G-SMATT Global Co., Ltd. (hereinafter referred to as “Party A”) and G-SMATT Co., Ltd. (hereinafter referred to as “Party B”), based on mutual trust, hereby enter into this Amendment to Distribution Agreement (this “Amendment”) as set forth below in order to grow and maximize the efficiency of the LED transparent display panel business.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • September 26th, 2024 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
In Won lee, who resides at 202, 14, Gamillo 72beon-gil, Gamil-dong, Hanam-si, Gyeonggi-do, Republic of Korea, with a date of birth of January 13, 1972 (together with Mi Kyung Um each, a ”Buyer” and collectively, the “Buyers”); and
Loan AgreementLoan Agreement • August 25th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
Creditor, Yongwoo Kim (hereinafter referred to as the “Creditor”) and the Debtor, GLAAM Co., Ltd. (hereinafter referred to as the “Debtor”), hereby enter into a credit agreement as follows.
