UNDERWRITING AGREEMENT between VOYAGER ACQUISITION CORP. and CANTOR FITZGERALD & CO., As Representative of the Underwriters Dated: [ ], 2024 VOYAGER ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 12th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
The undersigned, Voyager Acquisition Corp., a Cayman Islands exempted company (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 representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter” as follows:
Voyager Acquisition Corp. c/o Winston & Strawn LLP Houston, TX 77002Voyager Acquisition Corp./Cayman Islands • June 18th, 2024 • Blank checks • New York
Voyager Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Company,” “we” or “us”), is pleased to accept the offer made by Voyager Acquisition Sponsor Holdco LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 5,750,000 shares of the Company’s Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share of the Company and one half of one redeemable warrant to purchase one Class A ordinary share of the Company (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). 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 • July 12th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 18th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June [●], 2024, is made and entered into by and among Voyager Acquisition Corp., a Cayman Islands exempted company (the “Company”), Voyager Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. and Odeon Capital Group LLC (collectively the “Underwriters” and together with the Sponsor, the “Purchasers”) 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 18th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 18th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April [●], 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Voyager Acquisition Corp., a Cayman Islands exempted company (the “Company”), Cantor Fitzgerald & Co. and Odeon Capital Group LLC (the “Purchasers”).
UNDERWRITING AGREEMENT between VOYAGER ACQUISITION CORP. and CANTOR FITZGERALD & CO., As Representative of the Underwriters Dated: [ ], 2024 VOYAGER ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 30th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
The undersigned, Voyager Acquisition Corp., a Cayman Islands exempted company (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 representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter” as follows:
Voyager Acquisition Corp. c/o Winston & Strawn LLP Houston, TX 77002Voyager Acquisition Corp./Cayman Islands • July 30th, 2024 • Blank checks • New York
WHEREAS, on January 11, 2024, Voyager Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Company,” “we” or “us”), accepted the offer made by Voyager Acquisition Sponsor Holdco LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 5,750,000 shares of the Company’s Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Original Subscription Agreement”), up to 750,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share of the Company and one half of one redeemable warrant to purchase one Class A ordinary share of the Company (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”).
Voyager Acquisition Corp. c/o Winston and Strawn LLP Houston, TX 77002 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • June 18th, 2024 • Voyager Acquisition Corp./Cayman Islands • 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 Voyager Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as the representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 26,100,000 of the Company’s units (including up to 3,915,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) and one-half of one redeemable warrant. Each whole 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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 30th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June [●], 2024, is made and entered into by and among Voyager Acquisition Corp., a Cayman Islands exempted company (the “Company”), Voyager Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. and Odeon Capital Group LLC (collectively the “Underwriters” and together with the Sponsor, the “Purchasers”) 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 18th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Voyager Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Voyager Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • June 18th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2024, is by and between Voyager Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 30th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Voyager Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Voyager Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Purchaser”).
ADVISOR AGREEMENTAdvisor Agreement • July 12th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
This ADVISOR Agreement is entered into as of this [●] day of [●], 202[●] (the “Agreement”), by and between Voyager Acquisition Corp. (the “Company”), and Adeel Rouf (“Advisor”). The Company and Advisor are referred to individually as a “Party” and collectively as the “Parties.”
Voyager Acquisition Corp.Letter Agreement • July 12th, 2024 • Voyager Acquisition Corp./Cayman Islands • 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 Voyager Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as the representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 26,100,000 of the Company’s units (including up to 3,915,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) and one-half of one redeemable warrant. Each whole 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
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • April 5th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2024, by and between Voyager Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 30th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July [●], 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Voyager Acquisition Corp., a Cayman Islands exempted company (the “Company”), Cantor Fitzgerald & Co. and Odeon Capital Group LLC (the “Purchasers”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 30th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks
Voyager Acquisition Corp. Houston, TX 77002Letter Agreement • April 5th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks
This letter agreement (this “Agreement”) by and between Voyager Acquisition Corp. (the “Company”) and Voyager Acquisition Sponsor Holdco LLC (“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 Exchange (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 and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Voyager Acquisition Corp.Letter Agreement • July 30th, 2024 • Voyager Acquisition Corp./Cayman Islands • 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 Voyager Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as the representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,300,000 of the Company’s units (including up to 3,300,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) and one-half of one redeemable warrant. Each whole 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
WARRANT AGREEMENTWarrant Agreement • July 30th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2024, is by and between Voyager Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
