REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2022 • Pomelo Acquisition Corp LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2022, is made and entered into by and between Pomelo Acquisition Corporation Limited, a Cayman Islands exempted company (the “Company”), Fruitbasket Holding Ltd. (the “Sponsor”) (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”).
7,500,000 Units POMELO ACQUISITION CORPORATION LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • March 16th, 2022 • Pomelo Acquisition Corp LTD • Blank checks • New York
The undersigned, Pomelo Acquisition Corporation Limited, a Cayman Islands exempted company (“Company”), hereby confirms its agreement with Prime Number Capital, LLC (hereinafter referred to as “you” or 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 AGREEMENTWarrant Agreement • March 16th, 2022 • Pomelo Acquisition Corp LTD • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Pomelo Acquisition Corporation Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 16th, 2022 • Pomelo Acquisition Corp LTD • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2022 by and between Pomelo Acquisition Corporation Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Pomelo Acquisition Corporation Limited Room 1001, No. 4, Lane 1, West Weifang Road Pudong New Area, Shanghai, ChinaUnderwriting Agreement • March 16th, 2022 • Pomelo Acquisition Corp 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 among Pomelo Acquisition Corporation Limited, 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 up to 8,625,000 of the Company’s units (including up to 1,125,000 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 $0.001 per share (the “Ordinary Shares”), and one-half of one warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (File 333-26064
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • March 16th, 2022 • Pomelo Acquisition Corp LTD • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of [ ], 2022, by and between Pomelo Acquisition Corporation Limited, a Cayman Islands exempted company (the “Company”), having its principal place of business at Room 1001, No. 4, Lane 1, West Weifang Road, Pudong New Area, Shanghai, China and Fruitbasket Holding Ltd., a British Virgin Islands business company, having its principal place of business at Room 1001, No. 4, Lane 1, West Weifang Road, Pudong New Area, Shanghai, China (the “Subscriber”).
