17,500,000 Units TAVIA ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 9th, 2024 • Tavia Acquisition Corp. • Blank checks • New York
Tavia Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (“EarlyBird” 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”; provided that, if only EarlyBird is listed on such Schedule A, any references to the Underwriters shall refer exclusively to EarlyBird), as follows:
Tavia Acquisition Corp.Tavia Acquisition Corp. • July 9th, 2024 • Blank checks
This letter 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 Tavia Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Tavia Sponsor Pte. Ltd. (the “Sponsor”) shall make available, or cause to be made available, to the Company certain office space, utilities and administrative support as may be reasonably required by the Company from time to time, situated at 8 Burn Road, #04-10 Trivex, Singapore 369977 (or any successor location). In exchange therefor, the Company shall pay the Sponsor the sum of $30,000 per month on the Effective Date and continuing monthly thereafter until
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 9th, 2024 • Tavia Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [ ], 2024 (the “Agreement”), by and among tavia Acquisition Corp., a Cayman Islands exempted company (the “Company”), Tavia Sponsor Pte. Ltd. (the “Sponsor”), the shareholders of the Company listed on Exhibit A hereto (together with Sponsor and any permitted transferee of the Sponsor or such shareholders after the date hereof in accordance with the terms hereof being referred to as, the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (the “Escrow Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 9th, 2024 • Tavia Acquisition Corp. • Blank checks
INDEMNITY AGREEMENTIndemnity Agreement • July 9th, 2024 • Tavia Acquisition Corp. • Blank checks
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2024, by and between Tavia Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ________________ (“Indemnitee”).
Tavia Acquisition Corp. Newark, DE 19711 EarlyBirdCapital, Inc. New York, New York 10017Tavia Acquisition Corp. • July 9th, 2024 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Tavia Acquisition Corp., a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one-half of one of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), one-half of one of the Company’s convertible preferred shares, par value $0.0001 per share (the “Convertible Preferred Shares”), and one-half of one warrant, each whole warrant exercisable for one Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 15 hereof.
EARLYBIRDCAPITAL, INC. New York, New York 10017Tavia Acquisition Corp. • July 9th, 2024 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Tavia 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-_____) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 17th, 2024 • Tavia Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of __________, 2024, by and among Tavia Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • June 17th, 2024 • Tavia Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of ___________, 2024 between Tavia Acquisition Corp., a Cayman Islands exempted company, with offices at [●] (“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”).
