Non-Redeemtion Agreement Sample Contracts

NON-REDEMPTION AGREEMENT
Non-Redeemtion Agreement • May 3rd, 2023 • 10X Capital Venture Acquisition Corp. II • Agricultural production-crops

Investor Agreements Investor commits to own, prior to the date of the special meeting with respect to the SPAC’s shareholder vote in connection with the amendment of SPAC’s Second Amended and Restated Memorandum and Articles of Association to, among other things, extend the date by which the SPAC must consummate an initial business combination (the “Longstop Date”) by three months and to allow the SPAC’s board of directors, without another shareholder vote, to further extend such date up to an additional six times, by an additional month each time (the “Extension”), the lesser of (i) [ ] Class A ordinary shares, par value $0.0001 per share, of SPAC (“SPAC Class A Shares”) and (ii) together with Investor’s affiliates, 9.99% of the total outstanding ordinary shares of the SPAC (the “Investor Shares”). Investor waives any right that it may have to elect to have SPAC redeem any Investor Shares and agrees not to redeem or otherwise exercise any right to redeem, the Investor Shares and to re

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NON-REDEMPTION AGREEMENT
Non-Redeemtion Agreement • October 27th, 2023 • TG Venture Acquisition Corp. • Blank checks • Delaware

THIS NON-REDEMPTION AGREEMENT (this “Agreement”) is entered as of October 27, 2023, by and among TG Venture Acquisition Corp. (“TGVC”), Tsangs Group Holdings Limited (the “Sponsor”), Bulldog Investors, LLP (“Bulldog Investors”) and Phillip Goldstein (together with Bulldog Investors, the “Investors”).

NON-REDEMPTION AGREEMENT
Non-Redeemtion Agreement • May 1st, 2023 • TG Venture Acquisition Corp. • Blank checks • Delaware

THIS NON-REDEMPTION AGREEMENT (this “Agreement”) is entered as of April 30, 2023, by and among TG Venture Acquisition Corp. (“TGVC”), Tsangs Group Holdings Limited (the “Sponsor”), Bulldog Investors, LLP (“Bulldog Investors”) and Phillip Goldstein (together with Bulldog Investors, the “Investors”).

NON-REDEMPTION AGREEMENT
Non-Redeemtion Agreement • November 14th, 2024 • Inflection Point Acquisition Corp. II • Blank checks

THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of November 14, 2024, is made by and between Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and the undersigned (the “Holder”).

NON-REDEMPTION AGREEMENT
Non-Redeemtion Agreement • June 26th, 2023 • GSR II Meteora Acquisition Corp. • Finance services • Delaware

This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of [ ● ], 2023, is made by and among GSR II Meteora Acquisition Corp., a Delaware corporation (the “Company”), and the Backstop Investor (as defined below).

NON-REDEMPTION AGREEMENT
Non-Redeemtion Agreement • December 18th, 2020 • Reviva Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York

This NON-REDEMPTION AGREEMENT (this “Agreement”) is entered into as of December 8, 2020, by and among (i) Tenzing Acquisition Corp., a company incorporated in the British Virgin Islands (together with its successors, including after the Conversion (as defined below), “Tenzing”), (ii) Tenzing LLC, a Delaware limited liability company (the “Sponsor”), and (iii) the undersigned shareholder (“Shareholder”). Tenzing, the Sponsor and Shareholder are sometimes referred to herein as a “Party” and collectively as the “Parties”.

NON-REDEMPTION AGREEMENT
Non-Redeemtion Agreement • May 3rd, 2023 • Roth CH Acquisition v Co. • Blank checks • New York

This VOTING AND NON-REDEMPTION AGREEMENT, dated as of __________, 2023 (this “Agreement”), is entered into by Roth CH Acquisition V Co., a Delaware corporation (the “Company”), and ____________________ (“Shareholder”).

FORM OF NON-REDEMPTION AGREEMENT
Non-Redeemtion Agreement • November 14th, 2023 • Jaguar Global Growth Corp I • Blank checks • New York

This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of [•] 2023, is made by and among Jaguar Global Growth Corporation I, a Cayman Islands exempted company limited by shares (the “Company”), and the Backstop Investor (as defined below).

NON-REDEMPTION AGREEMENT
Non-Redeemtion Agreement • November 13th, 2023 • HNR Acquisition Corp. • Crude petroleum & natural gas • Delaware

This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of November 13, 2023 is made by and among HNR Acquisition Corp, a Delaware limited liability company (the “Company”), and Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as “Backstop Investor”).

AMENDMENT TO NON-REDEMPTION AGREEMENT
Non-Redeemtion Agreement • July 28th, 2023 • Roth CH Acquisition v Co. • Blank checks

This AMENDMENT TO VOTING AND NON-REDEMPTION AGREEMENT, dated as of _______, 2023 (this “Amendment”), is entered into by Roth CH Acquisition V Co., a Delaware corporation (the “Company”), and ____________________ (“Shareholder”).

NON-REDEMPTION AGREEMENT
Non-Redeemtion Agreement • June 9th, 2022 • Altitude Acquisition Corp. • Blank checks • Delaware

THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of June [•], 2022, is made by and among Altitude Acquisition Corp., a Delaware corporation (the “Company”), Gary Teplis (“GT”), and the undersigned stockholder (the “Holder”).

NON-REDEMPTION AGREEMENT
Non-Redeemtion Agreement • November 30th, 2022 • InterPrivate II Acquisition Corp. • Services-auto rental & leasing (no drivers) • Delaware

This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of November 28, 2022, is made by and among InterPrivate II Acquisition Corp., a Delaware corporation (the “Company”), and the Magnetar Funds (as defined below) set forth on Exhibit A (collectively, the “Investors” and each, an “Investor”).

FORM OF NON-REDEMPTION AGREEMENT
Non-Redeemtion Agreement • November 14th, 2023 • GigCapital5, Inc. • Electromedical & electrotherapeutic apparatus • Delaware

This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of November , 2023, is made by and among GigCapital5, Inc., a Delaware corporation (the “Company”), and the Investor (as defined below).

NON-REDEMPTION AGREEMENT
Non-Redeemtion Agreement • November 3rd, 2023 • Worldwide Webb Acquisition Corp. • Services-management consulting services • Delaware

This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of November [•], 2023, is made by and between Worldwide Webb Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the Backstop Investor (as defined below).

NON-REDEMPTION AGREEMENT
Non-Redeemtion Agreement • December 14th, 2023 • Nabors Energy Transition Corp. • Blank checks • Delaware

THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of December 13, 2023, is made by and among Nabors Energy Transition Corp., a Delaware corporation (“SPAC”), Vast Renewables Limited, an Australian public company limited by shares (f/k/a Vast Solar Pty Ltd) (“Vast”), and the undersigned investor (the “Investor”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

NON-REDEMPTION AGREEMENT
Non-Redeemtion Agreement • August 2nd, 2023 • BYTE Acquisition Corp. • Blank checks

THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of August 1, 2023, is made by and between BYTE Acquisition Corp., a Cayman Islands exempted company (the “Company”) and the undersigned shareholder (the “Holder”).

NON-REDEMPTION AGREEMENT
Non-Redeemtion Agreement • February 6th, 2024 • ZUU Co. Ltd. • Services-offices & clinics of doctors of medicine

THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of January 11, 2024, is made by and between Pono Capital Two, Inc., a Delaware corporation (the “Company”), ZUU Target Fund for SBC Medical Group HD Investment Partnership (the “Holder”), SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Target”), and Yoshiyuki Aikawa (“Dr. Aikawa”).

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