REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 13th, 2022 • Four Leaf Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_______], 2022, is made and entered into by and among Four Leaf Acquisition Corporation, a Delaware corporation (the “Company”), and ALWA Sponsor, LLC, a Delaware limited liability company (the “Sponsor,” together with 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”).
WARRANT AGREEMENTWarrant Agreement • September 13th, 2022 • Four Leaf Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2022, is by and between Four Leaf Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein, it its capacity as the Company’s transfer agent, as the “Transfer Agent”). The Company, the Warrant Agent and the Transfer Agent shall individually be referred to as a “Party” and collectively, as the “Parties”.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 13th, 2022 • Four Leaf Acquisition Corp • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) is made effective as of [_____], 2022, by and between Four Leaf Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FOUR LEAF ACQUISTION CORPORATION 6,500,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • September 13th, 2022 • Four Leaf Acquisition Corp • Blank checks • New York
Four Leaf Acquisition Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 6,500,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 975,000 additional units, if any (the “Optional Units,” together with the Firm Units, the “Units”).
FOUR LEAF ACQUISITION CORPORATION Los Altos, CA 94022Four Leaf Acquisition Corp • September 13th, 2022 • Blank checks • Delaware
This agreement (the “Agreement”) is entered into by and between ALWA Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Four Leaf Acquisition Corporation, a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,156,250 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 281,250 of which are subject to forfeiture by the Subscriber if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • September 13th, 2022 • Four Leaf Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_____], 2022, by and between Four Leaf Acquisition Corporation, a Delaware corporation (the “Company”), and [________] (“Indemnitee”).
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTPrivate Placement Warrant Purchase Agreement • September 13th, 2022 • Four Leaf Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT, dated as of [_________], 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Four Leaf Acquisition Corporation, a Delaware corporation (the “Company”) and ALWA Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
Four Leaf Acquisition Corporation Los Altos, California 94022Four Leaf Acquisition Corp • September 13th, 2022 • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Four Leaf Acquisition Corporation, a Delaware corporation (the “Company”), EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”), as the representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 6,500,000 of the Company’s units (including up to 975,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registratio
Four Leaf Acquisition CorporationFour Leaf Acquisition Corp • September 13th, 2022 • Blank checks • Delaware
This letter agreement by and between Four Leaf Acquisition Corporation, a Delaware corporation (the “Company”), and ALWA Sponsor, LLC (the “Sponsor”), 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 Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the later of the consummation by the Company of an initial business combination or 12 months from the Listing Date (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
