INDEMNITY AGREEMENTIndemnity Agreement • July 6th, 2021 • RichSpace Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between RichSpace Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
4,000,000 Units RichSpace Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • July 6th, 2021 • RichSpace Acquisition Corp. • Blank checks • New York
The undersigned, RichSpace Acquisition Corp., a Cayman Island exempted company (“Company”), hereby confirms its agreement (the “Agreement”) with Prime Number Capital, LLC (hereinafter referred to as “you”, “PNCPS”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
WARRANT AGREEMENT RICHSPACE ACQUISITION CORP. and VSTOCK TRANSFER, LLC Dated [●], 2021Warrant Agreement • July 6th, 2021 • RichSpace Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”), dated [●], 2021, is by and between RichSpace Acquisition Corp., a Cayman Islands exempted company (the “Company”), and VStock Transfer LLC, as warrant agent (in such capacity, the “Warrant Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • July 6th, 2021 • RichSpace Acquisition Corp. • Blank checks
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between RichSpace Acquisition Corp., a Cayman Islands business company (the “Company”), having its principal place of business at 1633 Old Bayshore Highway, Suite 280, Burlingame, CA 94010, and RichSpace Acquisition Sponsor. (the “Purchaser”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 6th, 2021 • RichSpace Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between RichSpace Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”).
RICHSPACE ACQUISITION CORP.RichSpace Acquisition Corp. • July 6th, 2021 • Blank checks • New York
We are pleased to accept the offer you (the “Subscriber”) have made to purchase 1,150,000 Class B ordinary shares (the “Shares”), par value $0.0001 per share (the “Class B Ordinary Shares” and, together with all other classes of Company ordinary shares, the “Ordinary Shares”) in ourselves, RichSpace Acquisition Corp., a Cayman Islands exempted company (the “Company”), among which, up to 150,000 Ordinary Shares are subject to forfeiture pending the exercise of the over-allotment option granted to the underwriter in connection with the initial public offering of the Company. Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), Class B Ordinary Shares will convert into Class A Ordinary Shares (as hereinafter defined) on a one-for-one basis upon the terms and conditions set forth in the Articles. The terms on which the Company is willing to sell the Shares to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 193
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2021 • RichSpace Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among RichSpace Acquisition Corp., a Cayman Islands exempted company (the “Company”), RichSpace Acquisition Sponsor., a Cayman Islands limited liability company (the “Sponsor”), and each individual named on the signature pages hereto, (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”).
RichSpace Acquisition Corp. Burlingame, CA 94010Letter Agreement • July 6th, 2021 • RichSpace Acquisition Corp. • Blank checks • New York
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 between RichSpace Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Prime Number Capital, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 4,000,000 of the Company’s units (including up to 600,000 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 warrant. Each one 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 shall be sold in the Public Offering p
