REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 5th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April [●], 2024, is made and entered into by and among Voyager Acquisition Corp., a Cayman Islands exempted company (the “Company”), Voyager Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. and Odeon Capital Group LLC (collectively the “Underwriters” and together with the Sponsor, the “Purchasers”) and each of the undersigned parties listed on the signature page hereto under “Holders” (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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 5th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Voyager Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Voyager Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 5th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks
Voyager Acquisition Corp. c/o Winston & Strawn LLP Houston, TX 77002Securities Subscription Agreement • April 5th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
WHEREAS, the Company and Subscriber, hereby intend to amend and restate the Original Subscription Agreement, to be effective as of the date of hereof, to correct the number of Shares purchased by Subscriber from 5,750,000 shares of the Company’s Class B ordinary shares to 7,475,000 Class B ordinary shares, up to 975,000 of which are subject to forfeiture by you to the extent that the underwriters of the IPO of Units of the Company do not fully exercise their Over-allotment Option. 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:
WARRANT AGREEMENTWarrant Agreement • April 5th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2024, is by and between Voyager Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • April 5th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2024, by and between Voyager Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
Voyager Acquisition Corp. c/o Winston and Strawn LLP Houston, TX 77002 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • April 5th, 2024 • Voyager Acquisition Corp./Cayman Islands • 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 Voyager Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as the representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 26,000,000 of the Company’s units (including up to 3,900,000 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 “Class A Ordinary Shares”) and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 5th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April [●], 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Voyager Acquisition Corp., a Cayman Islands exempted company (the “Company”), Cantor Fitzgerald & Co. and Odeon Capital Group LLC (the “Purchasers”).
Voyager Acquisition Corp. Houston, TX 77002Administrative Services Agreement • April 5th, 2024 • Voyager Acquisition Corp./Cayman Islands • Blank checks
This letter agreement (this “Agreement”) by and between Voyager Acquisition Corp. (the “Company”) and Voyager Acquisition Sponsor Holdco LLC (“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 Global Exchange (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 and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
