UNDERWRITING AGREEMENT between MELAR ACQUISITION CORP. I and COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF J.V.B. FINANCIAL GROUP, LLCUnderwriting Agreement • June 20th, 2024 • Melar Acquisition Corp. I/Cayman • Blank checks • New York
The undersigned, Melar Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”) and Seaport Global Securities LLC (“Seaport” and collectively with CCM, “Representatives” and each, a “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only the Representatives are listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representatives) as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 20th, 2024 • Melar Acquisition Corp. I/Cayman • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 17, 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Melar Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Melar Acquisition Sponsor I LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 20th, 2024 • Melar Acquisition Corp. I/Cayman • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 17, 2024, is made and entered into by and among Melar Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), Melar Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC and Seaport Global Securities LLC (collectively, the “Representatives”) (the Sponsor and the Representatives together with 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 20th, 2024 • Melar Acquisition Corp. I/Cayman • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 17, 2024 by and between Melar Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
June 17, 2024 Melar Acquisition Corp. I New York, New York 10011Letter Agreement • June 20th, 2024 • Melar Acquisition Corp. I/Cayman • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Melar Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC and Seaport Global Securities LLC as representatives (the “Representatives”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 17,250,000 of the Company’s units (including up to 2,250,000 units which 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, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment.
MELAR ACQUISITION CORP. IMelar Acquisition Corp. I/Cayman • June 20th, 2024 • Blank checks
This letter agreement by and between Melar Acquisition Corp. I (the “Company”) and Melar Capital Group LLC (the “Services Provider”), an affiliate of our sponsor, Melar Acquisition Sponsor I LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and 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 and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 20th, 2024 • Melar Acquisition Corp. I/Cayman • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 17th day of June, 2024, by and among Melar Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), and Seaport Global Securities LLC (“Seaport,” together with CCM, the “Subscribers”).
WARRANT AGREEMENTWarrant Agreement • June 20th, 2024 • Melar Acquisition Corp. I/Cayman • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 17, 2024, is by and between Melar Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
