Ribbon Acquisition Corp Central Park Tower LaTour Shinjuku Room 3001 Japan New York, New York 10022Underwriting Agreement • December 20th, 2024 • Ribbon 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 Ribbon Acquisition Corp, a Cayman Islands exempted company (the “Company”), and A.G.P./Alliance Global Partners, as the representative (the “Representative”) of the 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 ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one right to receive one-seventh (1/7) of one Ordinary Share (“Rights”). Certain capitalized terms used herein are defined in paragraph 15 hereof.
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 20th, 2024 • Ribbon Acquisition Corp. • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between [●] (the “Company”) and Odyssey Transfer and Trust Company (the “Trustee”), dated as of [●], 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $[●] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
RIBBON ACQUISITION CORP PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • December 20th, 2024 • Ribbon Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of ______, 2024, by and between Ribbon Acquisition Corp, a Cayman Islands exempted company (the “Company”), having its principal executive office at Central Park Tower LaTour Shinjuku Room 3001 6-15-1 Nishi Shinjuku, Shinjuku-ku Tokyo 160-0023 Japan, and Ribbon Investment Company Ltd, a Cayman Islands exempted company (the “Purchaser”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • December 20th, 2024 • Ribbon Acquisition Corp. • Blank checks • New York
This Agreement, made and entered into effective as of __________, 2024 (“Agreement”), by and between Ribbon Acquisition Corp, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
5,000,000 Units RIBBON ACQUISITION CORP UNDERWRITING AGREEMENTUnderwriting Agreement • December 20th, 2024 • Ribbon Acquisition Corp. • Blank checks • New York
Ribbon Acquisition Corp, a Cayman Islands exempted company with limited liability (the “Company”), hereby confirms its agreement with A.G.P./Alliance Global Partners (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as the representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”):
RIGHTS AGENCY AGREEMENTRights Agency Agreement • December 20th, 2024 • Ribbon Acquisition Corp. • Blank checks • New York
RIGHTS AGENCY AGREEMENT (the “Agreement”), between Ribbon Acquisition Corp (the “Company”), A blank check company incorporated in the Cayman Islands as an exempted company, and Odyssey Transfer and Trust Company (the “Rights Agent” or “Odyssey”), a trust company incorporated under the laws of Minnesota.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2024 • Ribbon Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of ______, 2024, by and among Ribbon Acquisition Corp, a Cayman Islands exempted company (the “Company”), Ribbon Investment Management Ltd, a Cayman Islands exempted company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Investors” (each such party, together with the Sponsor, an “Investor” and collectively, the “Investors”).
