PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 14th, 2021 • Israel Amplify Program Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of May 10, 2021, is entered into by and between Israel Amplify Program Corp., a Cayman Islands exempted company (the “Company”), and Sphera SPAC, Limited Partnership, an Israeli limited partnership (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • May 14th, 2021 • Israel Amplify Program Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of May 13, 2021, is made and entered into by and among (a) Israel Amplify Program Corp., a Cayman Islands exempted company (the “Company”), (b) Sphera SPAC, Limited Partnership, an Israeli limited partnership (“Sphera”), (c) AOP SPAC, Limited Partnership, an Israeli limited partnership (“Amplify-Israel”), (d) ISAP Acquisition LP, a Cayman Islands exempted limited partnership (“Amplify-Caymans” and, together with Amplify-Israel, “Amplify”), (d) Pitango Acquisition Corporation Limited Partnership, an Israeli limited partnership (“Pitango” and, together with Sphera and Amplify, the “Sponsors”, and each, a “Sponsor”), (e) certain entities affiliated with BlackRock, Inc. and set forth on Schedule I hereto (collectively, the “Anchor Investor”) (but only with respect to Articles 1 through 4 and 6 hereof), (f) Sphera Master Fund LP, a British Virgin Islands exempted partnership (the “Forward Purchase Investor”), an
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 14th, 2021 • Israel Amplify Program Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Israel Amplify Program Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • May 14th, 2021 • Israel Amplify Program Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], by and between Israel Amplify Program Corp., a Cayman Islands exempted company (the “Company”), and [ ] (the “Indemnitee”).
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 14th, 2021 • Israel Amplify Program Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of [ ], is entered into by and between Israel Amplify Program Corp., a Cayman Islands exempted company (the “Company”), and [ ], a [•] (the “Purchaser”).
ISRAEL AMPLIFY PROGRAM CORP. 20,000,000 Units Underwriting AgreementForward Purchase Agreement • May 14th, 2021 • Israel Amplify Program Corp. • Blank checks • New York
Israel Amplify Program Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 20,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
ISRAEL AMPLIFY PROGRAM CORP. New York, New York, 10017Israel Amplify Program Corp. • May 14th, 2021 • Blank checks • New York
Israel Amplify Program Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer that Sphera SPAC, Limited Partnership, an Israeli limited partnership (the “Subscriber” or “you”), has made to purchase 979,927 of the Company’s Class B ordinary shares (the “Purchased Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 130,425 of which are subject to complete or partial forfeiture by you if the underwriter of the Company’s initial public offering (the “IPO”) does not fully exercise its 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 Ordinary Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association, as amended from time to time (the “Articles”), Class B Ordinary Shares will convert into Class A
ISRAEL AMPLIFY PROGRAM CORP. New York, New York, 10022Israel Amplify Program Corp. • May 14th, 2021 • Blank checks • New York
Israel Amplify Program Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer that AOP SPAC, Limited Partnership, an Israeli limited partnership (the “Subscriber” or “you”), has made to purchase 1,184,306 of the Company’s Class B ordinary shares (the “Purchased Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 157,627 of which are subject to complete or partial forfeiture by you if the underwriter of the Company’s initial public offering (the “IPO”) does not fully exercise its 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 Ordinary Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association, as amended from time to time (the “Articles”), Class B Ordinary Shares will convert into Class A
WARRANT AGREEMENT between ISRAEL AMPLIFY PROGRAM CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated May 10, 2021Warrant Agreement • May 14th, 2021 • Israel Amplify Program Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated May 10, 2021, is by and between Israel Amplify Program Corp., 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”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • May 14th, 2021 • Israel Amplify Program Corp. • Blank checks • New York
THIS FORWARD PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”) is entered into as of May 13, 2021, by and between Israel Amplify Program Corp., a Cayman Islands exempted company (the “Company”), and Sphera Master Fund LP, a British Virgin Islands exempted partnership (the “Purchaser”).
Israel Amplify Program Corp. c/o Sphera Fund New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • May 14th, 2021 • Israel Amplify Program Corp. • 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 by and among Israel Amplify Program Corp., a Cayman Islands exempted company (the “Company”), Cowen and Company, LLC, as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including 3,000,000 units that may be purchased pursuant to the Underwriter’s option to purchase additional units to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fifth of one redeemable warrant. Each whole warrant (each, a “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 will be sold in the Public Offering pursuant to a Registration Statement
ISRAEL AMPLIFY PROGRAM CORP. New York, New York, 10017Israel Amplify Program Corp. • May 14th, 2021 • Blank checks • New York
Israel Amplify Program Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer that Pitango Amplify Sphera Acquisition Sponsor LP, a Cayman Islands exempted limited partnership (the “Subscriber” or “you”), has made to purchase 285,867 of the Company’s Class B ordinary shares (the “Purchased Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 38,048 of which are subject to complete or partial forfeiture by you if the underwriter of the Company’s initial public offering (the “IPO”) does not fully exercise its 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 Ordinary Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association, as amended from time to time (the “Articles”), Class B Ordinary Share
ISRAEL AMPLIFY PROGRAM CORP. New York, New York, 10022Israel Amplify Program Corp. • May 14th, 2021 • Blank checks • New York
Israel Amplify Program Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer that [ ], a [●] (the “Subscriber” or “you”), has made to purchase [ ] of the Company’s Class B ordinary shares (the “Purchased Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to [ ] of which are subject to complete or partial forfeiture by you if the underwriter of the Company’s initial public offering (the “IPO”) does not fully exercise its over-allotment option (the “Over-allotment Option”) (such number of Purchased Shares after giving effect to any forfeiture in connection with the Over-allotment Option, the “Total Purchased Shares”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association, as amended
Israel Amplify Program Corp. c/o Sphera FundIsrael Amplify Program Corp. • May 14th, 2021 • Blank checks • New York
This letter will confirm our agreement that, commencing on the date (the “Effective Date”) that securities of Israel Amplify Program Corp. (the “Company”) are first listed on the New York Stock Exchange and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-254774) filed with the Securities and Exchange Commission for the initial public offering (the “IPO”) of the Company’s securities) (such earlier date hereinafter referred to as the “Termination Date”), Sphera SPAC, Limited Partnership or an affiliate of Sphera SPAC, Limited Partnership (the “Provider”) shall (i) take steps directly or indirectly to make available, or cause to be made available, to the Company certain office space, secretarial and administrative services as may be reasonably required by the Company from time to time, situated at 10 E. 53rd Street, Su
ISRAEL AMPLIFY PROGRAM CORP. New York, New York, 10017Israel Amplify Program Corp. • May 14th, 2021 • Blank checks • New York
Israel Amplify Program Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer that Pitango Acquisition Corporation Limited Partnership, an Israeli limited partnership (the “Subscriber” or “you”), has made to purchase 2,450,100 of the Company’s Class B ordinary shares (the “Purchased Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 326,100 of which are subject to complete or partial forfeiture by you if the underwriter of the Company’s initial public offering (the “IPO”) does not fully exercise its 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 Ordinary Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association, as amended from time to time (the “Articles”), Class B Ordinary Shares will
