FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 9th, 2024 • Shepherd Ave Capital Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 4, 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”).
PRIVATE UNIT SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND THE SPONSORPrivate Unit Subscription Agreement • December 9th, 2024 • Shepherd Ave Capital Acquisition Corp • Blank checks
Shepherd Ave Capital Acquisition Corporation Wilmington, DE 19801 SPAC Advisory Partners LLC division of Kingswood Capital Partners, LLC Austin, Texas 78731Underwriting Agreement • December 9th, 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 2024 • Shepherd Ave Capital Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 4, 2024, by and among Shepherd Ave Capital Acquisition Corporation, a Cayman Islands company (the “Company”) and the undersigned parties listed under the heading “Investor” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
RIGHTS AGREEMENTRights Agreement • December 9th, 2024 • Shepherd Ave Capital Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of December __, 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”).
SHEPHERD AVE CAPITAL ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • December 9th, 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, a 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:
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 9th, 2024 • Shepherd Ave Capital Acquisition Corp • Blank checks • New York
This Agreement, made and entered into effective as of December ___, 2024 (“Agreement”), by and between Shepherd Ave Capital Acquisition Corporation, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • December 9th, 2024 • Shepherd Ave Capital Acquisition Corp • Blank checks
This Securities Transfer Agreement is dated as of December 4, 2024 (this “Transfer Agreement”), by and among Aitefund Sponsor LLC, a Delaware limited liability company (the “Seller”), Shepherd Ave Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
