THIS INDEMNITY AGREEMENT (this “Agreement”) is made on [●], 2022. Between: Whereas:Indemnification Agreement • February 8th, 2022 • ASPAC I Acquisition Corp. • Blank checks • Virgin Islands
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [●], 2022 between the Company and Indemnitee pursuant to the underwriting agreement (“Underwriting Agreement”) between the Company and the underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 8th, 2022 • ASPAC I Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [__], 2022, is made and entered into by and among A SPAC I Acquisition Corp., a British Virgin Islands business company (the “Company”), A SPAC (Holdings) Acquisition Corp., a British Virgin Islands business company (the “Sponsor”) and each additional undersigned party listed on the signature page hereto, if any (each such party, together with the Sponsor 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 A SPAC I Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • February 8th, 2022 • ASPAC I Acquisition Corp. • Blank checks • New York
The undersigned, A SPAC I Acquisition Corp., a blank check company incorporated under the laws of the British Virgin Islands (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • February 8th, 2022 • ASPAC I Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2022, is by and between A SPAC I Acquisition Corp., a British Virgin Islands company (the “Company”), and [l], a [l] corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
RIGHTS AGREEMENTRights Agreement • February 8th, 2022 • ASPAC I Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [ ], 2022 between A SPAC I Acquisition Corp., a British Virgin Islands business company, with offices at Level 39, Marina Bay Financial Centre, Tower 2, 10 Marina Boulevard, Singapore 018983 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (the “Rights Agent”).
A SPAC I Acquisition Corp. Level 39, Marina Bay Financial Centre Tower 2 Singapore 018983 Chardan Capital Markets, LLC 21st Floor New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • February 8th, 2022 • ASPAC I Acquisition Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between A SPAC I Acquisition Corp., a British Virgin Islands business company (the “Company”), and Chardan Capital Markets, LLC, as Underwriter (the “Underwriter”), 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, no par value (the “Ordinary Shares”), three-fourths of one redeemable warrant (the “Warrants”) and one right to receive one-tenth (1/10) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 17 hereof.
WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • February 8th, 2022 • ASPAC I Acquisition Corp. • Blank checks • New York
This WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [ ], 2022, by and between A SPAC I Acquisition Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at Level 39, Marina Bay Financial Centre, Tower 2, 10 Marina Boulevard, Singapore 018983, and A SPAC (Holdings) Acquisition Corp., a British Virgin Islands business company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 8th, 2022 • ASPAC I Acquisition Corp. • Blank checks • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • February 8th, 2022 • ASPAC I Acquisition Corp. • Blank checks
The undersigned hereby subscribes for 2,875,000 Class B ordinary shares (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $25,000.00 to the Company.
A SPAC I ACQUISITION CORP. Level 39, Marina Bay Financial Centre Tower 2Administrative Support Agreement • February 8th, 2022 • ASPAC I Acquisition Corp. • Blank checks • New York
This letter agreement by and between A SPAC I Acquisition Company (the “Company”) and A SPAC (Holdings) Acquisition Corp. (“A SPAC I”) will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (Registration No. 333- 258184) and related 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 (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SHARE REPURCHASE AND SUBSCRIPTION AGREEMENTShare Repurchase and Subscription Agreement • February 8th, 2022 • ASPAC I Acquisition Corp. • Blank checks
The undersigned hereby subscribes for 2,300,000 Class A ordinary shares (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay US$25,000.00 to the Company.
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 8th, 2022 • ASPAC I Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [ ], 2022 (“Agreement”), by and among A SPAC I Acquisition Corp., a British Virgin Islands company (the “Company”), the initial securityholders listed on Exhibit A attached hereto (each, an “Initial Securityholder” and collectively the “Initial Securityholders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
