SHEPHERD AVE CAPITAL ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • November 15th, 2024 • Shepherd Ave Capital Acquisition Corp • Blank checks • New York
Shepherd Ave Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with SPAC Advisory Partners LLC, division of Kingswood Capital Partners, LLC (the “Representative” or “SAP”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 15th, 2024 • Shepherd Ave Capital Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [●], by and among Shepherd Ave Capital Acquisition Corporation, a Cayman Islands company (the “Company”) and the undersigned parties listed under the heading “Initial Shareholders” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 15th, 2024 • Shepherd Ave Capital Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2024, by and between Shepherd Ave Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”).
Shepherd Ave Capital Acquisition CorporationUnderwriting Agreement • November 15th, 2024 • Shepherd Ave Capital 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 Shepherd Ave Capital Acquisition Corporation, a Cayman Islands company (the “Company”), and SPAC Advisory Partners LLC, division of Kingswood Capital Partners, LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (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 “Class A Ordinary Share”) and one right to receive one-fifth (1/5) of one Class A Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
PRIVATE UNIT SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND THE SPONSORPrivate Unit Subscription Agreement • November 15th, 2024 • Shepherd Ave Capital Acquisition Corp • Blank checks
RIGHTS AGREEMENTRights Agreement • November 15th, 2024 • Shepherd Ave Capital Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●], 2024 between Shepherd Ave Capital Acquisition Corporation, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and VStock Transfer, LLC, a California limited liability company, as rights agent (the “Rights Agent”).
