REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 23rd, 2023 • 99 Acquisition Group Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 17, 2023, is made and entered into by and among 99 Acquisition Group Inc., a Delaware corporation (the “Company”), 99 Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto (the “Investors” and 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 UNDERWRITING AGREEMENTUnderwriting Agreement • August 23rd, 2023 • 99 Acquisition Group Inc. • Blank checks • New York
The undersigned, 99 Acquisition Group Inc., a newly formed blank check company formed as a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (“EF Hutton,” 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 • August 23rd, 2023 • 99 Acquisition Group Inc. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of August 17, 2023 between 99 Acquisition Group Inc., a Delaware corporation, with offices at 14 Noblewood Ct, Gaithersburg, MD 20878 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”). |
INDEMNITY AGREEMENTIndemnity Agreement • August 23rd, 2023 • 99 Acquisition Group Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 17, 2023, by and between 99 ACQUISITION GROUP INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
August 17, 2023 Gaithersburg, MD 20878 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • August 23rd, 2023 • 99 Acquisition Group Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between 99 Acquisition Group Inc., a Delaware corporation (the “Company”), and EF Hutton, division of Benchmark Investments, 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 8,650,000 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 share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), one right, and one redeemable warrant. Each right entitles the holder thereof to receive one-fifth of a share of Common Stock upon consummation of the Company’s initial business combination. Each warrant (a “Warrant”) entitles the holder thereof to
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 23rd, 2023 • 99 Acquisition Group Inc. • Blank checks
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 23rd, 2023 • 99 Acquisition Group Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 17, 2023 (as it may from time to time be amended, this “Agreement”), is entered into by and between 99 Acquisition Group Inc., a Delaware corporation (the “Company”) and 99 Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
Contract99 Acquisition Group Inc. • August 23rd, 2023 • 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 the securities of 99 Acquisition Group Inc. (the “Company”) 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”), 99 Acquisition Sponsor LLC (the “Sponsor”) shall make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 214 Noblewood Ct, Gaithersburg, MD 20878 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum not to exceed $10,000 per month, respectively, on the Effective Date and continuing monthly thereafter until the Terminati
