REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 26th, 2022 • Translational Development Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among Translational Development Acquisition Corp., a Cayman Islands exempted company (the “Company”), Stone Capital Partners LLC (the “Sponsor”), and ThinkEquity LLC (the “Representative”, and the Sponsor, the Representative, together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 26th, 2022 • Translational Development Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Translational Development Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[●] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
TRANSLATIONAL DEVELOPMENT ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • August 26th, 2022 • Translational Development Acquisition Corp. • Blank checks • New York
Translational Development Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with ThinkEquity LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
Translational Development Acquisition Corp. c/o Venable LLP New York, NY 10020Underwriting Agreement • August 26th, 2022 • Translational Development 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 Translational Development Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ThinkEquity LLC (the “Representative”), as the representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A ordinary shares”), and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement
FORM OF INDEMNITY AGREEMENTIndemnification & Liability • August 26th, 2022 • Translational Development Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2022, by and between Translational Development Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • August 26th, 2022 • Translational Development Acquisition Corp. • Blank checks • New York
This agreement is made as of ____________, 2022 between Translational Development Acquisition Corp., a Cayman Islands exempted company, with offices at c/o 1270 Avenue of the Americas, 24th Floor, New York, New York 10020 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 26th, 2022 • Translational Development Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [ ], 2022 (“Agreement”), by and among Translational Development Acquisition Corp., a Cayman Islands company (“Company”), the shareholders of the Company listed on Exhibit A hereto (collectively the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Stone Capital Partners LLC c/o Venable LLPOffice Space and Administrative Support Agreement • August 26th, 2022 • Translational Development Acquisition Corp. • Blank checks
PRIVATE WARRANTS PURCHASE AGREEMENTPrivate Warrants Purchase Agreement • August 26th, 2022 • Translational Development Acquisition Corp. • Blank checks • New York
THIS PRIVATE WARRANTS PURCHASE AGREEMENT, dated as of [●], 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Translational Development Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Stone Capital Partners LLC (the “Purchaser”).
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • August 26th, 2022 • Translational Development Acquisition Corp. • Blank checks • New York
This Securities Subscription Agreement (“Agreement”) is made and entered into as of May 25, 2022, by and between Translational Development Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Stone Capital Partners LLC, a Delaware limited liability company (the “Purchaser”).
