REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2021 • Bleuacacia LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among bleuacacia ltd, a Cayman Islands exempted company (the “Company”), and bleuacacia sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and any other parties listed on the signature pages hereto (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, the “Holders” and, each, a “Holder”).
bleuacacia ltd New York, New York 10110Bleuacacia LTD • June 21st, 2021 • Blank checks • New York
bleuacacia ltd, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer bleuacacia sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 8,625,000 of the Company’s Class B ordinary shares (the “Shares”), of US$0.0001 par value per share (the “Class B Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, of US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires, as use
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • June 21st, 2021 • Bleuacacia LTD • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between bleuacacia ltd, a Cayman Islands exempted company (the “Company”), and [bleuacacia sponsor LLC, a Cayman Islands limited liability company] (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • June 21st, 2021 • Bleuacacia LTD • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [•], 2021 between the Company, Indemnitee and other parties thereto, the Company and Indemnitee do hereby covenant and agree as follows:
bleuacacia ltd New York, New York 10110Letter Agreement • June 21st, 2021 • Bleuacacia LTD • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between bleuacacia ltd, a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc., as the representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 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 (each, an “Ordinary Share”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Pub
bleuacacia ltdAdministrative Services Agreement • June 21st, 2021 • Bleuacacia LTD • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between bleuacacia ltd (the “Company”) and bleuacacia sponsor LLC (the “Provider”), 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 New York Stock Exchange (the “NYSE”) (the “Listing Date”) 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 on Form S-1 (File No.[●]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider, an affiliate of our sponsor, bleuacacia sponsor LLC, shall make available to the Company, at 500 Fifth Avenue, New York, New York 10110 (or any successor location or other existing office locations of the Provider or any of its affiliates), certain office space, administrative and support services as
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • June 21st, 2021 • Bleuacacia LTD • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021, by and between bleuacacia ltd, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENT BLEUACACIA LTD and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2021Warrant Agreement • June 21st, 2021 • Bleuacacia LTD • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2021, is by and between bleuacacia ltd, 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”).
