Makara strategic acquisition CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 28th, 2022 • Makara Strategic Acquisition Corp. • Blank checks • New York
Makara Strategic Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (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:
WARRANT AGREEMENTWarrant Agreement • February 28th, 2022 • Makara Strategic Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of [●], 2022 between Makara Strategic Acquisition Corp., a Delaware corporation, with offices at 5 Independence Way, Suite 430, Princeton, New Jersey 08540 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 28th, 2022 • Makara Strategic Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_], 2022 by and between Makara Strategic Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”).
MAKARA STRATEGIC ACQUISITION CORP.Makara Strategic Acquisition Corp. • February 28th, 2022 • Blank checks • New York
This agreement (the “Agreement”) is effective as of June 30, 2021, by and between Makara Strategic Sponsor, Inc, an entity formed under the laws of the United States Virgin Islands (the “Subscriber” or “you”), and Makara Strategic Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 shares of common stock, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • February 28th, 2022 • Makara Strategic Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [______], 2022, by and between Makara Strategic Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned indemnitee (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 28th, 2022 • Makara Strategic Acquisition Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Makara Strategic Acquisition Corp., a Delaware corporation (the “Company”), and Makara Strategic Sponsor, Inc., a United States Virgin Islands Corporation (the “Purchaser”).
EXECUTIVE AGREEMENTExecutive Agreement • February 28th, 2022 • Makara Strategic Acquisition Corp. • Blank checks • New York
This Executive Agreement (the “Agreement”) is made and entered into as of August 17, 2021 (the “Effective Date) by and between MAKARA STRATEGIC ACQUISITION CORP., a Delaware corporation (the “Company”), and Sara Villarreal (the “Executive”).
AMENDMENT TO PROMISSORY NOTEPromissory Note • February 28th, 2022 • Makara Strategic Acquisition Corp. • Blank checks
THIS AMENDMENT TO PROMISSORY NOTE (the “Amendment”), dated as of December 17, 2021, is entered into by Makara Strategic Acquisition Corp., a Delaware corporation and blank check company (the “Maker”) and Makara Strategic Sponsor, Inc., a corporation formed under the laws of the United States Virgin Islands, or its registered assigns or successors in interest (the “Payee”).
Makara Strategic Acquisition Corp. Princeton, NJ 08540 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • February 28th, 2022 • Makara Strategic Acquisition Corp. • Blank checks
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 Makara Strategic Acquisition Corp., a Delaware corporation (the “Company”), and EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,000,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration stat
Makara Strategic Acquisition Corp.Makara Strategic Acquisition Corp. • February 28th, 2022 • Blank checks
This letter agreement by and between Makara Strategic Acquisition Corp. (the “Company”) and Makara Capital Limited (“Makara Capital”), dated as of the date hereof, will confirm our agreement that, commencing on the date hereof in connection with the filing by the Company of a Registration Statement on Form S-1 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 or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 28th, 2022 • Makara Strategic Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among Makara Strategic Acquisition Corp., a Delaware corporation (the “Company”), Makara Strategic Sponsor, Inc., a United States Virgin Islands Corporation (the “Sponsor”), and the undersigned parties listed on the signature page hereto (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”).
SECOND AMENDMENT TO PROMISSORY NOTEPromissory Note • February 28th, 2022 • Makara Strategic Acquisition Corp. • Blank checks
THIS AMENDMENT TO PROMISSORY NOTE (the “Amendment”), dated as of February 18, 2022, is entered into by Makara Strategic Acquisition Corp., a Delaware corporation and blank check company (the “Maker”) and Makara Strategic Sponsor, Inc., a corporation formed under the laws of the United States Virgin Islands, or its registered assigns or successors in interest (the “Payee”).
DIRECTOR AGREEMENTDirector Agreement • February 28th, 2022 • Makara Strategic Acquisition Corp. • Blank checks • Delaware
THIS DIRECTOR AGREEMENT (this “Agreement”) is made effective as of _______ __, 2021 by and between Makara Strategic Acquisition Corp., a Delaware corporation, (the “Company”), and ______________ (“Director”).
