LOCK-UP AGREEMENTLock-Up Agreement • February 1st, 2022 • Angel Pond Holdings Corp • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [•], 2022, by and among Angel Pond Holdings Corporation, a Cayman Islands exempted company (“APHC”), Mangomill Public Limited Company, a public limited company incorporated in Ireland with registered number 606330 (“Irish Holdco”), Angel Pond Partners LLC, a Cayman Islands limited liability company (the “Sponsor”), each of the parties listed on Schedule A hereto (together with any shareholders, officers or directors of MariaDB Corporation AB or transferees who become parties hereto as “Major Holders” after the date of this Agreement, the “Major Holders”) and each of the parties listed on Schedule B hereto (together with any shareholders, officers or directors of APHC or transferees who become parties hereto as “Other Holders” after the date of this Agreement, the “Other Holders”) (together the “Parties” and each a “Party”). The Sponsor, the Major Holders and the Other Holders are referred to herein, individually,
PIPE SUBSCRIPTION AGREEMENTPipe Subscription Agreement • February 1st, 2022 • Angel Pond Holdings Corp • Blank checks • New York
This PIPE SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on January 31, 2022, by and between Angel Pond Holdings Corporation (the “Company”), a Cayman Islands exempted company, Mangomill Public Limited Company (“Irish Holdco”), a public limited company incorporated in Ireland, and the undersigned subscriber (“Subscriber”).
BUSINESS COMBINATION AGREEMENT by and among ANGEL POND HOLDINGS CORPORATION, MANGOMILL PLC, MERIDIAN MERGERSUB INC., and MARIADB CORPORATION AB DATED AS OF JANUARY 31, 2022Business Combination Agreement • February 1st, 2022 • Angel Pond Holdings Corp • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of January 31, 2022 by and among (i) Angel Pond Holdings Corporation, a Cayman Islands exempted company (“APHC”), (ii) MariaDB Corporation Ab, a Finnish private limited liability company with business identity code 2344661-1 (the “Company”), (iii) Mangomill plc, a public limited company incorporated in Ireland with registered number 606330 (“Irish Holdco”), and (iv) Meridian MergerSub Inc., a Cayman Islands exempted company and a wholly owned subsidiary of Irish Holdco (“Merger Sub”). APHC, Irish Holdco, Merger Sub and the Company shall be referred to herein from time to time, individually as a “Party” and, collectively, as the “Parties”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2022 • Angel Pond Holdings Corp • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2022, is made and entered into by and among Mangomill Public Limited Company, a public limited company incorporated in Ireland with registered number 606330 (the “Company”), Angel Pond Partners LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under New Holders on the signature page hereto (each such party, together with any person or entity deemed a “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “New Holder” and collectively the “New Holders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
FORM OF SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • February 1st, 2022 • Angel Pond Holdings Corp • Blank checks
Now, therefore, in consideration of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
