KEYARCH ACQUISITION CORPORATION FORM OF INDEMNITY AGREEMENTIndemnification Agreement • January 3rd, 2022 • Keyarch Acquisition Corp • Blank checks
THIS INDEMNITY AGREEMENT (this “Agreement”) is made on the date set forth below between KEYARCH ACQUISITION CORPORATION, an exempted company incorporated under the laws of the Cayman Islands (the “Company”) and the undersigned (the “Indemnitee”).
10,000,000 Units KEYARCH ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 3rd, 2022 • Keyarch Acquisition Corp • Blank checks • New York
Keyarch Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 3rd, 2022 • Keyarch Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of , by and among Keyarch Acquisition Corporation, 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”).
PUBLIC WARRANT AGREEMENT KEYARCH ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2022Warrant Agreement • January 3rd, 2022 • Keyarch Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated , 2022, is by and between Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
RIGHTS AGREEMENTRights Agreement • January 3rd, 2022 • Keyarch Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of , 2022 between Keyarch Acquisition Corporation, a Cayman Islands exempted company, with offices at 275 Madison Avenue, 39th floor New York, New York 10016 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purposes trust company, with offices at 1 State Street, New York, New York 10004 (“Rights Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 3rd, 2022 • Keyarch Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of [ ], 2022 by and between Keyarch Acquisition Corporation. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
EARLYBIRDCAPITAL, INC. New York, New York 10017Advisory Agreement • January 3rd, 2022 • Keyarch Acquisition Corp • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Keyarch Acquisition Corp., a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company 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, as amended (File No. 333-261500) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
PRIVATE WARRANT AGREEMENT KEYARCH ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2022Warrant Agreement • January 3rd, 2022 • Keyarch Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated , 2022, is by and between Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
Keyarch Acquisition CorporationOffice Space and Administrative Services Agreement • January 3rd, 2022 • Keyarch Acquisition Corp • Blank checks
KEYARCH ACQUISITION CORPORATION PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • January 3rd, 2022 • Keyarch Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of , by and between Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business at 275 Madison Avenue, 39th Floor New York, New York 10016, Keyarch Global Sponsor Limited, a Cayman Islands exempted company (the “Sponsor”) and EarlyBirdCapital, Inc., a New York Corporation (“EarlyBirdCapital” and, together with the Sponsor, the “Purchasers”).
AMENDMENT NO. 1 TO PROMISSORY NOTEPromissory Note • January 3rd, 2022 • Keyarch Acquisition Corp • Blank checks • New York
THIS AMENDMENT NO. 1 TO PROMISSORY NOTE (this “Agreement”), dated as of December 29, 2021 and effective as of December 29, 2021, by and between Keyarch Acquisition Corporation, a Cayman Islands exempted company with limited liability (the “Maker”), and Keyarch Global Sponsor Limited, a Cayman Islands limited liability company (the “Payee”).
Keyarch Acquisition Corporation 275 Madison Avenue, 39th Floor New York, New York, 10016 EarlyBirdCapital, Inc. New York, New York 10016 Re: Initial Public OfferingUnderwriting Agreement • January 3rd, 2022 • Keyarch Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Keyarch Acquisition Corporation, 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 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), one-half of one warrant (each whole warrant, a “Warrant”) and one right (a “Right”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, and each Right entitles the holder thereof to receive
