SHEPHERD AVE CAPITAL ACQUISITION CORPORATION Wilmington, DE 19801Shepherd Ave Capital Acquisition Corp • July 24th, 2024 • New York
We are pleased to accept the offer you (the “Subscriber”) have made to purchase 100,000 Class B ordinary shares (the “Shares”), par value US$0.0001 per share (the “Class B Ordinary Shares”, together with Class A ordinary shares, par value US$0.0001 of the Company, the “Ordinary Shares”) in ourselves, Shepherd Ave Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”). The terms on which the Company is willing to sell the Shares to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreement regarding such Shares, are as follows:
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 24th, 2024 • Shepherd Ave Capital Acquisition Corp
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2024, by and between Shepherd Ave Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”).
SHEPHERD AVE CAPITAL ACQUISITION CORPORATION UNDERWRITING AGREEMENTShepherd Ave Capital Acquisition Corp • October 3rd, 2024 • Blank checks • New York
Shepherd Ave Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with SPAC Advisory Partners LLC, division of Kingswood Capital Partners, LLC (the “Representative” or “SAP”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
Shepherd Ave Capital Acquisition CorporationShepherd Ave Capital Acquisition Corp • November 15th, 2024 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Shepherd Ave Capital Acquisition Corporation, a Cayman Islands company (the “Company”), and SPAC Advisory Partners LLC, division of Kingswood Capital Partners, LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Share”) and one right to receive one-fifth (1/5) of one Class A Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 15th, 2024 • Shepherd Ave Capital Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2024, by and between Shepherd Ave Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”).
PRIVATE UNIT SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND THE SPONSORPrivate Unit Subscription Agreement • July 24th, 2024 • Shepherd Ave Capital Acquisition Corp
Shepherd Ave Capital Acquisition CorporationShepherd Ave Capital Acquisition Corp • October 3rd, 2024 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Shepherd Ave Capital Acquisition Corporation, a Cayman Islands company (the “Company”), and SPAC Advisory Partners, LLC, division of Kingswood Capital Partners, LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Share”) and one right to receive one-seventh (1/7) of one Class A Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • July 24th, 2024 • Shepherd Ave Capital Acquisition Corp • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [●], by and among Shepherd Ave Capital Acquisition Corporation, a Cayman Islands company (the “Company”) and the undersigned parties listed under the heading “Investor” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Shepherd Ave Capital Acquisition CorporationShepherd Ave Capital Acquisition Corp • July 24th, 2024
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Shepherd Ave Capital Acquisition Corporation, a Cayman Islands company (the “Company”), and SPAC Advisory Partners, LLC, division of Kingswood Capital Partners, LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Share”) and one right to receive one-seventh (1/7) of one Class A Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
PRIVATE UNIT SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND THE SPONSORPrivate Unit Subscription Agreement • November 15th, 2024 • Shepherd Ave Capital Acquisition Corp • Blank checks
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • November 15th, 2024 • Shepherd Ave Capital Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [●], by and among Shepherd Ave Capital Acquisition Corporation, a Cayman Islands company (the “Company”) and the undersigned parties listed under the heading “Initial Shareholders” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
RIGHTS AGREEMENTRights Agreement • November 15th, 2024 • Shepherd Ave Capital Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●], 2024 between Shepherd Ave Capital Acquisition Corporation, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and VStock Transfer, LLC, a California limited liability company, as rights agent (the “Rights Agent”).
FORM OF SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • July 24th, 2024 • Shepherd Ave Capital Acquisition Corp
This Securities Transfer Agreement is dated as of [ ], 2024 (this “Transfer Agreement”), by and among Shepherd Ave Capital Sponsor LLC, a Delaware limited liability company (the “Seller”), Shepherd Ave Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 24th, 2024 • Shepherd Ave Capital Acquisition Corp • New York
This Agreement, made and entered into effective as of [●], 2024 (“Agreement”), by and between Shepherd Ave Capital Acquisition Corporation, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
SHEPHERD AVE CAPITAL ACQUISITION CORPORATION UNDERWRITING AGREEMENTShepherd Ave Capital Acquisition Corp • November 15th, 2024 • Blank checks • New York
Shepherd Ave Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with SPAC Advisory Partners LLC, division of Kingswood Capital Partners, LLC (the “Representative” or “SAP”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
RIGHTS AGREEMENTRights Agreement • July 24th, 2024 • Shepherd Ave Capital Acquisition Corp • New York
This Rights Agreement (this “Agreement”) is made as of [●], 2024 between Shepherd Ave Capital Acquisition Corporation, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and VStock Transfer, LLC, a California limited liability company, as rights agent (the “Rights Agent”).
