FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2021 • SHUAA Partners Acquisition Corp I • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 202[2], is made and entered into by and among SHUAA Partners Acquisition Corp I, a Cayman Islands exempted company (the “Company”), SHUAA SPAC Sponsor I LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (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”).
FORM OF WARRANT AGREEMENT SHUAA PARTNERS ACQUISITION CORP I and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • December 23rd, 2021 • SHUAA Partners Acquisition Corp I • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 202[2], is by and between SHUAA Partners Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • December 23rd, 2021 • SHUAA Partners Acquisition Corp I • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of any letter agreement to be entered into between the Company, Indemnitee and other parties thereto in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
FORM OF SPONSOR WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • December 23rd, 2021 • SHUAA Partners Acquisition Corp I • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [•], 202[2] (as it may from time to time be amended, this “Agreement”), is entered into by and between SHUAA Partners Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and SHUAA SPAC Sponsor I LLC, a Cayman Islands limited liability company (the “Purchaser”).
Form of Underwriting Agreement between SHUAA Partners Acquisition Corp I and BTIG, LLC Dated [●], 202[1] (the “Agreement”)Underwriting Agreement • December 23rd, 2021 • SHUAA Partners Acquisition Corp I • New York
The undersigned, SHUAA Partners Acquisition Corp I, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only BTIG is listed on such Schedule A, any references to the Underwriters shall refer exclusively to BTIG) as follows:
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 23rd, 2021 • SHUAA Partners Acquisition Corp I • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 202[2] by and between SHUAA Partners Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF INSIDER LETTER AGREEMENTInsider Letter Agreement • December 23rd, 2021 • SHUAA Partners Acquisition Corp I • 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 SHUAA Partners Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and BTIG, LLC as representative (the “Representative”) of the underwriters ( the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 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-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (
SHUAA PARTNERS ACQUISITION CORP ISecurities Subscription Agreement • December 23rd, 2021 • SHUAA Partners Acquisition Corp I • New York
SHUAA Partners Acquisition Corp I, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer SHUAA SPAC Sponsor I LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 5,750,000 of the Company’s Class B ordinary shares (the “Shares”), of US$0.0001 par value per share (the “Class B Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, of US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwi
SHUAA Partners Acquisition Corp IAdministrative Services Agreement • December 23rd, 2021 • SHUAA Partners Acquisition Corp I • New York
This Administrative Services Agreement (this “Agreement”) by and between SHUAA Partners Acquisition Corp I (the “Company”) and SHUAA SPAC Sponsor I LLC (the “Provider”), 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 (“Nasdaq”) (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-[●]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider shall make available to the Company, at The H Hotel Dubai, Offices Town Level 15, Office No. 1502, P.O. Box 31045, Dubai, United Arab Emirates (or any successor location or other existing office locations of the Provider or any of its affiliates), certain office space, administrat
