6,000,000 Units Hainan Manaslu Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • June 21st, 2022 • Hainan Manaslu Acquisition Corp. • Blank checks • New York
Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 4th floor New York, New York 10019 As Representative of the Underwriters named on Schedule A hereto
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • June 21st, 2022 • Hainan Manaslu Acquisition Corp. • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2022 among the Company, Indemnitee and the other parties thereto pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • June 21st, 2022 • Hainan Manaslu Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company (the “Company”), Bright Winlong LLC (the “Sponsor”), and the undersigned parties listed on the signature page hereto (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”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 21st, 2022 • Hainan Manaslu Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2022 by and between Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purposes trust company (the “Trustee”).
Hainan Manaslu Acquisition Corp. B3406, 34F, West Tower, Block B Guorui Building, 11 Guoxing Avenue Haikou, Hanan Province, PRC 570203Letter Agreement • June 21st, 2022 • Hainan Manaslu 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 Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Ladenburg Thalmann & Co., Inc., 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 6,900,000 of the Company’s units (including up to 900,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, and one right to receive one-tenth of one Ordinary Share (the “Rights”). Each whole warrant (the “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject
FORM OF RIGHTS AGREEMENTForm of Rights Agreement • June 21st, 2022 • Hainan Manaslu Acquisition Corp. • Blank checks • New York
This Right Agreement (this “Agreement”) is made as of [•], 2022 between Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purposes trust company, with offices at 1 State Street, New York, New York 10004 (“Rights Agent”).
FORM OF PRIVATE PLACEMENT UNITS SUBSCRIPTION AGREEMENTForm of Private Placement Units Subscription Agreement • June 21st, 2022 • Hainan Manaslu Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of __________, 2022, by and between Hainan Manaslu Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at B3406, 34F, West Tower, Block B, Guorui Building, 11 Guoxing Avenue, Haikou, Hainan Province, People’s Republic of China 570203, and Bright Winlong LLC, a Cayman Islands limited liability company, having its principal place of business at B3406, 34F, West Tower, Block B, Guorui Building, 11 Guoxing Avenue, Haikou, Hainan Province, People’s Republic of China 570203 (the “Subscriber”).
