REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 12th, 2022 • Investcorp India Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 9, 2022, is made and entered into by and among Investcorp India Acquisition Corp, a Cayman Islands exempted company (the “Company”), ICE I Holdings Pte. Ltd., a Singapore corporation (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (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”).
INVESTCORP INDIA ACQUISITION CORP 22,500,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • May 12th, 2022 • Investcorp India Acquisition Corp • Blank checks • New York
Investcorp India Acquisition Corp, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 22,500,000 units of the Company (the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,375,000 additional units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed in Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 23 hereof.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 12th, 2022 • Investcorp India Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 9, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Investcorp India Acquisition Corp, a Cayman Islands exempted company (the “Company”), and ICE I Holdings Pte. Ltd., a Singapore corporation (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • May 12th, 2022 • Investcorp India Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 9, 2022, by and between INVESTCORP INDIA ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), and Rishi Kapoor (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • May 12th, 2022 • Investcorp India Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 9, 2022, is by and between Investcorp India Acquisition 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”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 12th, 2022 • Investcorp India Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 9, 2022 by and between Investcorp India Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Investcorp India Acquisition Corp Century Yard, Cricket Square, Elgin Avenue PO Box 1111, George Town Grand Cayman, Cayman Islands KY1-1102 Re: Initial Public Offering Ladies and Gentlemen:Investcorp India Acquisition Corp • May 12th, 2022 • 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 Investcorp India Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, as representative (the “Representative”) of the several underwriters (the “Underwriter”) relating to an underwritten initial public offering (the “Public Offering”), of up to 25,875,000 of the Company’s units (including up to 3,375,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half 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 as described in the Prospectus (as defined below). The Units will be
