BLUE ROOM ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 6th, 2023 • Blue Room Acquisition Corp. • Blank checks • New York
Blue Room Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Maxim Group LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
BLUE ROOM ACQUISITION CORP. Lázaro Cárdenas #2400, Torre 3, Piso 49, CP 66269 Colonia Valle Oriente, San Pedro Garza García Nuevo León, MéxicoBlue Room Acquisition Corp. • December 6th, 2023 • Blank checks • New York
Blue Room Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Blue Room Securities LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 5,750,000 ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Ordinary Shares”), up to 750,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to issue the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
WARRANT AGREEMENTWarrant Agreement • December 6th, 2023 • Blue Room Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2023, is by and between Blue Room Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • December 6th, 2023 • Blue Room 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 [ ], 2023 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 • December 6th, 2023 • Blue Room Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2023, is made and entered into by and among Blue Room Acquisition Corp., a Cayman Islands exempted company (the “Company”), Blue Room Securities LLC (the “Sponsor”), Maxim Group LLC (“Maxim”) and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor, Maxim 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 • December 6th, 2023 • Blue Room Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of ____, 2023 by and between Blue Room Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purposes trust company (the “Trustee”).
FORM OF PRIVATE PLACEMENT UNITS SUBSCRIPTION AGREEMENTForm of Private Placement Units Subscription Agreement • December 6th, 2023 • Blue Room Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of [ ], 2023, by and between Blue Room Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 136 Madison Ave, Floors 5&6, New York, NY 10016, and Blue Room Securities LLC , a Delaware limited liability company, having its principal place of business at [ ] (the “Subscriber”).
Blue Room Acquisition Corp. New York, NY 10016Letter Agreement • December 6th, 2023 • Blue Room Acquisition Corp. • Blank checks
This letter agreement (this “Agreement”) by and between Blue Room Acquisition Corp. (the “Company”) and Blue Room Securities LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Stock Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Blue Room Acquisition Corp. New York, NY 10016 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 6th, 2023 • Blue Room Acquisition Corp. • 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 among Blue Room Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Maxim Group 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 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”), one redeemable warrant and one right (“Right”). Each warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustments as described in the Prospectus (as defined below). Each Right entitles the
RIGHTS AGREEMENTRights Agreement • December 6th, 2023 • Blue Room Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●], 2023 between Blue Room Acquisition Corp., a Cayman Islands company with its principal executive offices at 136 Madison Avenue, Floors 5 & 6 , New York, NY 10016 (the “Company”) and Continental Stock Transfer & Trust Company, a New York company, with offices at 1 State Street, 30th Floor, New York, NY 10004-1561 (the “Rights Agent”).
