REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 24th, 2021 • Spree Acquisition Corp. 1 LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), Spree Operandi U.S. LP, a Delaware limited partnership, a wholly-owned subsidiary of Spree Operandi LP, a Cayman Islands exempted limited partnership (the “Sponsor”), and any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (together with the Sponsor, each, a “Holder” and collectively the “Holders”).
SPREE ACQUISITION CORP. 1 LIMITED 17,500,000 Units Units, each consisting of one (1) Class A ordinary share, $0.0001 par value, and one-half of one warrant Underwriting Agreement Underwriting AgreementUnderwriting Agreement • November 24th, 2021 • Spree Acquisition Corp. 1 LTD • Blank checks • New York
Spree Acquisition Corp. 1 Limited priced 17,500,000 units at $10.00 per unit plus an additional 2,625,000 units if the underwriters exercise their over-allotment option in full.
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • November 24th, 2021 • Spree Acquisition Corp. 1 LTD • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
Spree Acquisition Corp. 1 Limited Tel Aviv, 6789139, Israel Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • November 24th, 2021 • Spree Acquisition Corp. 1 LTD • 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 between Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Stifel, Nicolaus & Company, Incorporated (the “Representative”), as the representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 17,500,000 of the Company’s units (including up to 2,625,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A ordinary shares”), and one-half of one warrant (each, a “Warrant”). Each whole 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 pursuant to a registra
WARRANT AGREEMENT between SPREE ACQUISITION CORP. 1 LIMITED and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • November 24th, 2021 • Spree Acquisition Corp. 1 LTD • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 24th, 2021 • Spree Acquisition Corp. 1 LTD • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF PRIVATE UNITS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND SPREE OPERANDI U.S. LP.Private Units Purchase Agreement • November 24th, 2021 • Spree Acquisition Corp. 1 LTD • Blank checks • New York
THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Spree Operandi U.S. LP, a Delaware limited partnership (the “Purchaser”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 24th, 2021 • Spree Acquisition Corp. 1 LTD • Blank checks • Tel-Aviv
This SHARE PURCHASE AGREEMENT (“Agreement”) is made and entered into as of August 23, 2021, by and between Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Spree Operandi U.S. LP, a Delaware limited partnership (the “Purchaser”).
UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF WARRANT, EACH WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARESpree Acquisition Corp. 1 LTD • November 24th, 2021 • Blank checks
Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Class A ordinary shares”), of Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and one-half of one redeemable warrant (“Warrant”). Each Warrant entitles the holder to purchase one (1) Class A ordinary share (subject to adjustment) for $11.50 per share (subject to adjustment). Each Warrant will become exercisable thirty (30) days after the Company’s completion of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (each a “Business Combination”), and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon redemption or liquidation. The Class A ordinary shares and Warrants comprising the Units represented by this certi
Spree Acquisition Corp. 1 Limited 94 Yigal Alon, Building B, 31st floor Tel Aviv, 6789139, IsraelSpree Acquisition Corp. 1 LTD • November 24th, 2021 • Blank checks
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 Spree Acquisition Corp. 1 Limited’s (the “Company”) securities and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Spree Operandi, LP shall, or shall cause its affiliates to, make available to the Company certain office space, utilities, secretarial support and other administrative support and services as may be required by the Company from time to time, situated at 94 Yigal Alon, Building B, 31st floor, Tel Aviv, 6789139, Israel (or any successor location). In exchange therefore, the Company shall pay Spree Operandi, LP the sum of $10,000 per month on the Effective
