0001493152-22-030725 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 4th, 2022 • AlphaVest Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2022, is made and entered into by and among AlphaVest Acquisition Corp, a Cayman Islands exempted company (the “Company”), AlphaVest Holding LP, a Delaware limited liability company (the “Sponsor”), EarlyBirdCapital, Inc. (“EBC”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and EBC 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”).

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FORM OF INDEMNITY AGREEMENT
Indemnification & Liability • November 4th, 2022 • AlphaVest Acquisition Corp. • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _______, 2022, by and between ALPHAVEST ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).

AlphaVest Acquisition Corp 500
Securities Subscription Agreement • November 4th, 2022 • AlphaVest Acquisition Corp. • Blank checks • New York

AlphaVest Acquisition Corp, a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to accept the offer made by EarlyBirdCapital, Inc., a Delaware corporation (“Subscriber” or “you”), to purchase 125,000 ordinary shares of the Company, par value $0.0001 per share (the “Shares”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • November 4th, 2022 • AlphaVest Acquisition Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2022 by and between AlphaVest Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

EARLYBIRDCAPITAL, INC. New York, New York 10017
Advisory Agreement • November 4th, 2022 • AlphaVest Acquisition Corp. • Blank checks • New York

This is to confirm our agreement (this “Agreement”) whereby AlphaVest Acquisition Corp., a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company’s merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-_____) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT
Private Placement Units Purchase Agreement • November 4th, 2022 • AlphaVest Acquisition Corp. • Blank checks • New York

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [__], 2022 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and AlphaVest Acquisition Corp, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., a New York corporation (the “Purchaser”).

SECURITIES ESCROW AGREEMENT
Securities Escrow Agreement • November 4th, 2022 • AlphaVest Acquisition Corp. • Blank checks • New York

This Securities Escrow Agreement, dated as of [●], 2022 (“Agreement”), by and among AlphaVest Acquisition Corp, a Cayman Islands exempted company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).

AlphaVest Acquisition Corp
Underwriting Agreement • November 4th, 2022 • AlphaVest Acquisition Corp. • Blank checks • New York

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between AlphaVest Acquisition Corp, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., 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 up to 6,900,000 of the Company’s units (including up to 900,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Shares”), and one right (each, a “Right”). Each Right entitles the holder to receive one-tenth of one Share upon the completion of an initial Business Combination. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Pros

AlphaVest Acquisition Corp New York, NY 10110
Administrative Services Agreement • November 4th, 2022 • AlphaVest Acquisition Corp. • Blank checks • New York

This letter agreement (this “Agreement”) by and between AlphaVest Acquisition Corp (the “Company”) and AlphaVest Holding LP (“AlphaVest”), 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 Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. 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”):

RIGHTS AGREEMENT
Rights Agreement • November 4th, 2022 • AlphaVest Acquisition Corp. • Blank checks • New York

This Rights Agreement (this “Agreement”) is made as of [•], 2022 between AlphaVest Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”).

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