REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2021 • ALSP Orchid Acquisition Corp I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among ALSP Orchid Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), ALSP Orchid Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder 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”).
INDEMNITY AGREEMENTIndemnity Agreement • November 3rd, 2021 • ALSP Orchid Acquisition Corp I • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between ALSP Orchid Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), and [ ] (the “Indemnitee”).
FORM OF WARRANT AGREEMENT between ALSP ORCHID ACQUISITION CORPORATION I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [ ], 2021Warrant Agreement • November 3rd, 2021 • ALSP Orchid Acquisition Corp I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between ALSP Orchid Acquisition Corporation I, a Cayman Island exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
ALSP Orchid Acquisition Corporation I Seattle, WA 98102Underwriting Agreement • November 3rd, 2021 • ALSP Orchid Acquisition Corp I • 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 ALSP Orchid Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), Stifel, Nicolaus & Company, Incorporated and Nomura Securities International, Inc., the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 17,250,000 of the Company’s units (including 2,250,000 units that may be purchased pursuant to the Underwriter’s option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one half 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 will be sold in the Public Offering pursuant to
ALSP Orchid Acquisition Corporation I Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman IslandsSecurities Subscription Agreement • November 3rd, 2021 • ALSP Orchid Acquisition Corp I • Blank checks • New York
ALSP Orchid Acquisition Corporation I, a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by ALSP Orchid Sponsor LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 4,312,500 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 562,500 of which are subject to surrender and cancellation by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one- half of one warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 3rd, 2021 • ALSP Orchid Acquisition Corp I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between ALSP Orchid Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • November 3rd, 2021 • ALSP Orchid Acquisition Corp I • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among ALSP ORCHID ACQUISITION CORPORATION I, a Cayman Islands exempted company (the “Company”), and ALSP ORCHID SPONSOR LLC, a Delaware limited liability company (the “Purchaser”).
ALSP ORCHID ACQUISITION CORPORATION IService Agreement • November 3rd, 2021 • ALSP Orchid Acquisition Corp I • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of ALSP Orchid Acquisition Corporation I, a Cayman Islands exempted limited company (the “Company”), 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) (such earlier date hereinafter referred to as the “Termination Date”), Accelerator Services Corporation (the “Service Provider”) shall take steps directly or indirectly to make available to the Company certain office space, accounting, bookkeeping, IT support, professional, secretarial and administrative services as may be required by the Company from time to time, situated at 2815 Eastlake Avenue E, Suite 300, Seattle, WA 98102 (or any successor location). In exchange t
