INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 18th, 2021 • Portage Fintech Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Portage Fintech Acquisition CorporationSecurities Subscription Agreement • June 18th, 2021 • Portage Fintech Acquisition Corp. • Blank checks • New York
This agreement (this “Agreement”) is entered into on March 22, 2021 by and between PFTA I LP, an Ontario limited partnership (the “Subscriber” or “you”), and Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • June 18th, 2021 • Portage Fintech Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 18th, 2021 • Portage Fintech Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [ ], 2021, is entered into by and between Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and PFTA I LP, an Ontario limited partnership (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • June 18th, 2021 • Portage Fintech Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”), PFTA I LP, an Ontario limited partnership (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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Portage Fintech Acquisition Corporation 280 Park Avenue, 3rd Floor New York, New York 10017Underwriting Agreement • June 18th, 2021 • Portage Fintech 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 among Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Goldman Sachs & Co. LLC and BTIG, LLC, as the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including 3,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each 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-l an
WARRANT AGREEMENTWarrant Agreement • June 18th, 2021 • Portage Fintech Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [ ], 2021, is by and between Portage Fintech Acquisition Corporation, 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”).
Underwriting AgreementUnderwriting Agreement • June 18th, 2021 • Portage Fintech Acquisition Corp. • Blank checks • New York
Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as the Representatives, an aggregate of 20,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, an option to purchase up to 3,000,000 additional units to cover over-allotments (the “over-allotment option”), if any (the “Optional Units” and, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
ADMINISTRATIVE SERVICES AND REIMBURSEMENT AGREEMENTAdministrative Services and Reimbursement Agreement • June 18th, 2021 • Portage Fintech Acquisition Corp. • Blank checks • New York
This Administrative Services and Reimbursement Agreement (this “Agreement”), dated as of [ ], 2021 (the “Effective Date”), by and between Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and PFTA I LP, an Ontario limited partnership (the “Sponsor”).
