REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 3rd, 2024 • Eureka Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [__], 2024, is made and entered into by and among Eureka Acquisition Corp, a Cayman Islands exempted company (the “Company”), Hercules Capital Management Corp, a British Virgin Islands company (the “Sponsor”), Maxim Group LLC (the “Representative”), and each additional undersigned party listed on the signature page hereto, if any (each such party, together with the Sponsor, the Representative, 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”).
EUREKA ACQUISITION CORP UNDERWRITING AGREEMENTUnderwriting Agreement • June 3rd, 2024 • Eureka Acquisition Corp • Blank checks • New York
Eureka Acquisition Corp, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Maxim Group LLC (the “Representative” or “Maxim”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
RIGHTS AGREEMENTRights Agreement • June 3rd, 2024 • Eureka Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●], 2024 between Eureka Acquisition Corp, a Cayman Islands company with its principal executive offices at [●] (the “Company”) and Continental Stock Transfer & Trust Company, a New York company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the “Rights Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • June 3rd, 2024 • Eureka Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [●], 2024, by and between Eureka Acquisition Corp, a Cayman Islands exempted company (the “Company”) and Hercules Capital Management Corp, a British Virgin Islands company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 3rd, 2024 • Eureka Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2024 by and between Eureka Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York company (the “Trustee”).
Eureka Acquisition Corp. Chino Hills, California United States 91709 Maxim Group LLC 300 Park Avenue New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • June 3rd, 2024 • Eureka Acquisition Corp • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Eureka Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share, (the “Ordinary Shares”) and one right to receive one-fifth (1/5) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 17 hereof.
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • June 3rd, 2024 • Eureka Acquisition Corp • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [●], 2024 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the representative of the underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • June 3rd, 2024 • Eureka Acquisition Corp • Blank checks
This Securities Transfer Agreement is dated as of [__], 2024 (this “Transfer”), by and among Hercules Capital Management Corp, a British Virgin Islands company (the “Seller”), Eureka Acquisition Corp , a Cayman Islands exempted company (the “Company”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
