REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 9th, 2024 • Calisa Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _________, 2024, is made and entered into by and among Calisa Acquisition Corp, a Cayman Islands exempted company (the “Company”), Alisa Group Limited, a British Virgin Islands company, and Calisa Holding LP, a Delaware limited liability company (each a “Sponsor” and collectively the “Sponsors”), EarlyBirdCapital, Inc. (“EBC”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsors 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”).
6,000,000 Units CALISA ACQUISITION CORP UNDERWRITING AGREEMENTUnderwriting Agreement • August 9th, 2024 • Calisa Acquisition Corp • Blank checks • New York
Calisa 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 9th, 2024 • Calisa Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of __________, 2024 by and between Calisa Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • August 9th, 2024 • Calisa Acquisition Corp • Blank checks • New York
This Securities Escrow Agreement, dated as of ____________, 2024 (“Agreement”), by and among Calisa 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”).
RIGHTS AGREEMENTRights Agreement • August 9th, 2024 • Calisa Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of _______, 2024 between Calisa 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”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • August 9th, 2024 • Calisa Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of ________, 2024 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and Calisa Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Alisa Group Limited, a British Virgin Islands company (the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 9th, 2024 • Calisa Acquisition Corp • Blank checks • New York
This agreement, made and entered into effective as of ________ __, 2024 (“Agreement”), by and between Calisa Acquisition Corp, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
Calisa Acquisition Corp New York, NY 10170 EarlyBirdCapital, Inc. New York, NY 10017Letter Agreement • August 9th, 2024 • Calisa 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 Calisa 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 “Prospec
Calisa Acquisition Corp New York, NY 10170Letter Agreement • August 9th, 2024 • Calisa Acquisition Corp • Blank checks
This letter agreement (this “Agreement”) by and between Calisa Acquisition Corp (the “Company”) and Calisa Holding LP (“Calisa”), 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”):
