REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 20th, 2021 • TenX Keane Acquisition • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [__], 2021, is made and entered into by and among TenX Keane Acquisition, a Cayman Islands exempted company (the “Company”), 10 XYZ Holdings LP, a Delaware limited partnership company (the “Sponsor”) and each additional undersigned party listed on the signature page hereto, if any (each such party, together with the Sponsor 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”).
5,000,000 Units TenX Keane Acquisition UNDERWRITING AGREEMENTUnderwriting Agreement • August 20th, 2021 • TenX Keane Acquisition • Blank checks • New York
The undersigned, TenX Keane Acquisition, a company incorporated as a Cayman Islands company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • August 20th, 2021 • TenX Keane Acquisition • 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 [●], 2021 between the Company and Indemnitee 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 20th, 2021 • TenX Keane Acquisition • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [*], 2021 by and between TenX Keane Acquisition, a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
RIGHTS AGREEMENTRights Agreement • August 20th, 2021 • TenX Keane Acquisition • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [ ] 2021 between TenX Keane Acquisition, a Cayman Islands company with its principal executive offices at No. 99, Tiangu 7th Road, Yanta District, Xi’an City, Shanxi Province, China 71000 (the “Company”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (the “Rights Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • August 20th, 2021 • TenX Keane Acquisition • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [ ], 2021, by and between TenX Keane Acquisition, a Cayman Islands exempted company (the “Company”), having its principal place of business at No. 99, Tiangu 7th Road, Yanta District, Xi’an City, Shanxi Province, China 71000 and 10XYZ Holdings LP, a Delaware limited partnership (the “Purchaser”).
No. 99, Tiangu 7th Road, Yanta District Xi’an City, Shanxi Province China, 71000 Re: Initial Public Offering Gentlemen:Letter Agreement • August 20th, 2021 • TenX Keane Acquisition • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among TenX Keane Acquisition, 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 5,000,000 of the Company’s units (including up to 750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) and one right. Each right (each, a “Right”) entitles the holder thereof to receive one-tenth (1/10) of one Ordinary share upon consummation of our initial business combination. The Units shall be sold in the Public Offering pursuant to a registration statement on Form
TENX KEANE ACQUISITION No. 99, Tiangu 7th Road Yanta District Xi’an City, Shanxi Province, China 71000TenX Keane Acquisition • August 20th, 2021 • Blank checks • New York
This letter agreement by and between TenX Kean Acquisition (the “Company”) and 10XYZ Holdings LP. (the “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 Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
