Ribbon Acquisition Corp 89 Nexus Way Camana Bay Grand Cayman KY1-9009 Cayman IslandsSecurities Subscription Agreement • August 28th, 2024 • Ribbon Acquisition Corp. • New York
This securities subscription agreement (this “Agreement”) is entered into on 12 August, 2024, by and between Ribbon Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Ribbon Investment Company Ltd, a Cayman Islands exempted company (the “Subscriber” or “you”). Pursuant to the terms hereof, the Company is pleased to accept the Subscriber ’s subscription for and purchase of 1,437,500 Class B Ordinary Shares of US$0.0001 par value each (the “Shares”), up to 187,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
5,000,000 Units RIBBON ACQUISITION CORP UNDERWRITING AGREEMENTUnderwriting Agreement • December 6th, 2024 • Ribbon Acquisition Corp. • Blank checks • New York
Ribbon Acquisition Corp, a Cayman Islands exempted company with limited liability (the “Company”), hereby confirms its agreement with A.G.P./Alliance Global Partners (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as the representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”):
Administration Service AgreementAdministration Service Agreement • December 6th, 2024 • Ribbon Acquisition Corp. • Blank checks
This Administration Service Agreement (the “Agreement”) dated this __ day of [ ], 2023 is between Ribbon Investment Company Ltd, herein referred to as “Service Provider” and Ribbon Acquisition Corp., herein referred to as “Customer”.
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 6th, 2024 • Ribbon Acquisition Corp. • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between [●] (the “Company”) and Odyssey Transfer and Trust Company (the “Trustee”), dated as of [●], 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $[●] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
RIGHTS AGENCY AGREEMENTRights Agency Agreement • December 6th, 2024 • Ribbon Acquisition Corp. • Blank checks • Minnesota
RIGHTS AGENCY AGREEMENT (the “Agreement”), between Ribbon Acquisition Corp (the “Company”), A blank check company incorporated in the Cayman Islands as an exempted company, and Odyssey Transfer and Trust Company (the “Rights Agent” or “Odyssey”), a trust company incorporated under the laws of Minnesota.
