REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 5th, 2024 • Black Hawk Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2024, is made and entered into by and among Black Hawk Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Black Hawk Management LLC, a Delaware limited liability company (the “Sponsor”), EF Hutton LLC (the “Representative”, and the Sponsor, the Representative, together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
BLACK HAWK ACQUISITION CORPORATION UNDERWRITING AGREEMENT New York, New York EF Hutton LLC New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen:Underwriting Agreement • February 5th, 2024 • Black Hawk Acquisition Corp • Blank checks • New York
Black Hawk Acquisition Corporation, a Cayman Islands exempted corporation (the “Company”), hereby confirms its agreement with EF Hutton LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
Black Hawk Acquisition Corporation Danville, CA 94506 EF Hutton LLC 39th Floor New York, NY 10022Letter Agreement • February 5th, 2024 • Black Hawk Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Black Hawk Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and EF Hutton LLC, (the “Representative”) as representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, $0.0001 par value per share (the “Shares”), and one right. Each right entitles the holder thereof to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of an initial business combination, subject to adjustment. Certain capitalized terms used herein are defined in paragraph 10 hereof. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with t
INDEMNITY AGREEMENTIndemnity Agreement • February 5th, 2024 • Black Hawk Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2024, by and between Black Hawk Acquisition Corporation, a Cayman Islands exempted corporation (the “Company”), and [ ] (“Indemnitee”).
RIGHTS AGREEMENTRights Agreement • February 5th, 2024 • Black Hawk Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of February 2, 2024 between Black Hawk Acquisition Corporation, a Cayman Islands exempted corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as rights agent (the “Rights Agent”).
BLACK HAWK ACQUISITION CORPORATIONSubscription Agreement • February 5th, 2024 • Black Hawk Acquisition Corp • Blank checks • New York
This agreement (the “Agreement”) is entered into on October 16, 2023 by and between Black Hawk Management LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Black Hawk Acquisition Corporation, a Cayman corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 17,250,000 shares of common stock, $0.0001 par value per share, up to 225,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units of common stock and other rights (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”) (herein referred to as the “Shares”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
Administrative Services AgreementAdministrative Services Agreement • February 5th, 2024 • Black Hawk Acquisition Corp • Blank checks
This Administrative Service Agreement (the “Agreement”) dated December 4, 2023 is between Black Hawk Management LLC, herein referred to as “Service Provider” and Black Hawk Acquisition Corporation, herein referred to as “Customer”.
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [*], 2024 by and between Black Hawk Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New...Investment Management Trust Agreement • February 5th, 2024 • Black Hawk Acquisition Corp • Blank checks
Reference is made to that certain Investment Management Trust Agreement between Black Hawk Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company, dated as of [*], 2024 (“Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
