8-K
Invest Green Acquisition Corp (IGAC)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934
Date of report (Date of earliest event reported): November 24, 2025
Invest Green Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-42972 | N/A |
|---|---|---|
| (State or other jurisdiction <br><br>of<br> incorporation) | (Commission File Number) | (I.R.S. Employer <br><br>Identification No.) |
| 445 Park Avenue**, 9th Floor New York** , NY | 10022 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(332) 275-5814
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units, each consisting of one Ordinary Share and one Right | IGACU | The Nasdaq Stock Market LLC |
| Ordinary shares, par value $0.0001 per share | IGAC | The Nasdaq Stock Market LLC |
| Rights, each Right to acquire one-tenth (1/10) of one Ordinary Share | IGACR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On November 24, 2025, the registration statement on Form S-1 (File No. 333-288875) (the “Registration Statement”) relating to the initial public offering (the “Offering”) of Invest Green Acquisition Corporation, a Cayman Islands exempted company (the “Company”), became effective.
On November 26, 2025, the Company consummated the Offering of 17,250,000 units (the “Units”), which included the full exercise of the underwriters’ over-allotment option. Each Unit consists of one class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), and one right (each, a “Right”) entitling the holder thereof to receive one-tenth of one Class A Ordinary Share upon the completion of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $172,500,000.
In connection with the Offering, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:
| ● | An<br> Underwriting Agreement, dated November 24, 2025, between the Company and Cohen & Company<br> Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”), as<br> representative of the underwriters named therein, a copy of which is filed as Exhibit 1.1<br> to this Current Report on Form 8-K and incorporated herein by reference; |
|---|---|
| ● | A<br> Share Rights Agreement, dated November 24, 2025, between the Company and Continental Stock<br> Transfer and Trust Company (“CST”), as rights agent, a copy of which is<br> filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference; |
| --- | --- |
| ● | An<br> Investment Management Trust Agreement, dated November 24, 2025, between the Company and CST,<br> as trustee, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and<br> incorporated herein by reference; |
| --- | --- |
| ● | A<br> Letter Agreement, dated November 24, 2025, between the Company, IG SPAC Sponsor LLC (the<br> “Sponsor”) and each of the officers and directors of the Company, a copy of which<br> is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference; |
| --- | --- |
| ● | A<br> Registration Rights Agreement, dated November 24, 2025, among the Company, the Sponsor and<br> certain securityholders, a copy of which is filed as Exhibit 10.3 to this Current Report<br> on Form 8-K and incorporated herein by reference; |
| --- | --- |
| ● | A<br> Private Placement Units Purchase Agreement, dated November 24, 2025, between the Company<br> and the Sponsor, a copy of which is filed as Exhibit 10.4 to this Current Report on Form<br> 8-K and incorporated herein by reference; |
| --- | --- |
| ● | A<br> Private Placement Units Purchase Agreement, dated November 24, 2025, between the Company<br> and CCM, a copy of which is filed as Exhibit 10.5 to this Current Report on Form 8-K and<br> incorporated herein by reference; |
| --- | --- |
| ● | Indemnity<br> Agreements, each dated November 24, 2025, between the Company and each officer and director<br> of the Company, the form of which is filed as Exhibit 10.6 to this Current Report on Form<br> 8-K and incorporated herein by reference. |
| --- | --- |
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Item 3.02. Unregistered Sales of Equity Securities.
On November 26, 2025, simultaneously with the consummation of the Offering, the Company consummated the private placement of an aggregate of 870,000 units (the “Private Placement Units”) to the Sponsor and CCM at a price of $5.00 per Private Placement Unit, generating gross proceeds of $4,350,000 (the “Private Placement”). No underwriting discounts or commissions were paid with respect to the Private Placement. The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving a public offering, is exempt from registration under the Securities Act of 1933, as amended (“Securities Act”), in reliance upon Section 4(a)(2) of the Securities Act. The Private Placement Units are identical to the Units, except that the Private Placement Units are subject to certain transfer restrictions described in the Registration Statement.
Item 5.02. Departure of Directors or CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of November 24, 2025, the following individuals were appointed to the board of directors of the Company: David Dusseault, Eric Luo, Jing Nealis, and Francisco Sánchez. Additional information regarding, among other things, each individual’s background, board committee membership and compensatory arrangements is contained in the Registration Statement and is incorporated herein by reference.
Item 8.01. Other Events.
On November 26, 2025, the Company filed its amended and restated memorandum and articles of association (the “Amended Articles”) with the Registrar of Companies in the Cayman Islands. Among other things, the Amended Articles authorize the issuance of up to 500,000,000 Class A ordinary shares, 50,000,000 Class B ordinary shares, and 5,000,000 preference shares par value $0.0001 per share. The terms of the Amended Articles are set forth in the Registration Statement and are incorporated herein by reference. The foregoing description of the Amended Articles is qualified in its entirety by reference to the full text of the Amended Articles, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
A total of $172,500,000 of the net proceeds from the Offering and the Private Placement was placed in a trust account established for the benefit of the Company’s public shareholders (the “Trust Account”), with Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (a) the completion of the Company’s initial business combination, (b) the redemption of all of the Class A Ordinary Shares included in the Units sold in the Offering (“public shares”) if the Company is unable to complete its initial business combination within 24 months from the closing of the Offering or such later time as the shareholders of the Company may approve in accordance with the Amended Articles, subject to applicable law, and (c) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Amended Articles (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 18 months from the closing of the Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity.
On November 24, 2025, the Company issued a press release announcing the pricing of the Offering, and on November 26, 2025, the Company issued a press release announcing the closing of the Offering, copies of which are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Invest Green Acquisition Corporation | ||
|---|---|---|
| By: | /s/ Andrew McLean | |
| Name: | Andrew McLean | |
| Title: | Chief Executive Officer |
Date: November 26, 2025
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Exhibit 1.1
UNDERWRITING AGREEMENT
between
INVEST GREEN ACQUISITION CORPORATION
and
COHEN & COMPANY CAPITAL MARKETS, A DIVISIONOF COHEN & COMPANY SECURITIES, LLC,
as Representative of the Underwriters
Dated: November 24, 2025
UNDERWRITING AGREEMENT
New York, New York
November 24, 2025
Cohen & Company Capital Markets,
a division of Cohen & Company Securities, LLC
3 Columbus Circle, 24th Floor
New York, NY 10019
As Representative of the Underwriters
named on Schedule A hereto
Ladies and Gentlemen:
The undersigned, Invest Green Acquisition Corporation, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (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 the Representative is listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative) as follows:
1. Purchase and Sale of Securities.
1.1 Firm Securities.
1.1.1 Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 15,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters on Schedule A hereto, at a purchase price (net of discounts and commissions and the Deferred Underwriting Commission described in Section 1.3 below) of $9.40 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) Class A ordinary share (“Ordinary Share”), $0.0001 par value per share, of the Company (the “Public Shares”), and one (1) right (the “Share Rights”) to receive one-tenth (1/10) of one Ordinary Share upon consummation of a Business Combination (as defined below). The Ordinary Shares and Share Rights included in the Firm Units will trade separately on the fifty-second (52nd) day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares and the Share Rights included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Unit Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined in Section 1.2.1) if such option is exercised prior to the filing of the Current Report on Form 8-K, and (ii) the Company has issued a press release announcing when such separate trading will begin.
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1.1.2 Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Units (as defined in Section 1.2.1), or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Pillsbury Winthrop Shaw Pittman LLP, counsel to the Underwriters (“Pillsbury”), or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units are called the “ClosingDate.” Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $150,000,000 of the proceeds received by the Company for the Firm Units and the sale of the Placement Units (as defined in Section 1.4.2) shall be deposited in the trust account (the “Trust Account”) established by the Company for the benefit of the Public Shareholders (as defined below), as described in the Registration Statement (as defined in Section 2.1.1) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer and Trust Company (“Continental”). The funds deposited in the Trust Account shall include an aggregate of $6,000,000 ($0.40 per Firm Unit), up to which amount shall be payable to the Underwriters as Deferred Underwriting Commission in accordance with Section 1.3 hereof. The remaining proceeds received by the Company for the Firm Units and the sale of the Placement Units (less commissions and actual expense payments or other fees payable pursuant to this Agreement), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. The Representative may, at its option, delegate one of the other Underwriters (with such Underwriter’s consent) to take delivery of the Firm Units and the Option Units (as defined below) and to make payment therefor as set forth above and below. As used herein, the term “Public Shareholders” means the holders of Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined in Section 1.4.1) and any officer or director of the Company, to the extent, he, she or it acquires such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed; provided, however, that for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in the City of New York are generally open for use by customers on such day.
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1.2 Over-Allotment Option.
1.2.1 Option Units. The Representative is hereby granted an option (the “Over-allotment Option”) to purchase up to an additional 2,250,000 units (the “Option Units”), the net proceeds of which will be deposited in the Trust Account, solely for the purposes of covering any over-allotments, if any, in connection with the distribution and sale of the Firm Units. Such Option Units shall be identical in all respects to the Firm Units. Such Option Units shall be purchased for each account of the several Underwriters in the same proportion as the number of Firm Units, set forth opposite such Underwriter’s name on Schedule A hereto, bears to the total number of Firm Units (subject to adjustment by the Representative to eliminate fractions). The Firm Units and the Option Units are hereinafter collectively referred to as the “Units,” and the Units, the Ordinary Shares and the Share Rights included in the Units, and the Ordinary Shares issuable pursuant to the Share Rights are hereinafter referred to collectively as the “Public Securities.” No Option Units shall be sold or delivered unless the Firm Units previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Units, or any portion thereof, may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. The purchase price to be paid for each Option Unit will be the same price per Firm Unit set forth in Section 1.1.1 hereof.
1.2.2 Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units within forty-five (45) days after the effective date (“Effective Date”) of the Registration Statement. The Underwriters will not be under any obligation to purchase any Option Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company by the Representative, which must be confirmed in accordance with Section 9.1 herein setting forth the number of Option Units to be purchased and the date and time for delivery of and payment for the Option Units (the “Option Closing Date”), which will not be later than five (5) full Business Days after the date of the notice or such other time and in such other manner as shall be agreed upon by the Company and the Representative, at the offices of Pillsbury or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in such notice.
1.2.3 Payment and Delivery. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, payable as follows: $9.80 per Option Unit shall be deposited in the Trust Account pursuant to the Trust Agreement upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Units (or through the facilities of DTC) for the account of the Representative. The amount of the payments for the Option Units to be deposited in the Trust Account will include $0.40 per Option Unit (up to $900,000), payable to the Representative, as Deferred Underwriting Commission, in accordance with Section 1.3 hereof. The certificates representing the Option Units to be delivered will be in such denominations and registered in such names as the Representative request in writing not less than two (2) full Business Days prior to the Closing Date or the Option Closing Date, as the case may be, and will be made available to the Representative for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) full Business Day prior to such Closing Date. The Company shall not be obligated to sell or deliver the Option Units except upon tender of payment by the Representative for applicable Option Units.
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1.3 Deferred Underwriting Commission.
1.3.1 Deferred Underwriting Commission. The Representative agrees that (i) 4.0% of the gross proceeds from the sale of the Firm Units ($6,000,000) and 4.0% of the gross proceeds from the sale of the Option Units (up to $900,000), if any (collectively, the “Deferred Underwriting Commission”), will be deposited and held in the Trust Account and up to which amount(s) shall be payable directly from the Trust Account, without accrued interest, to the Representative for their own account and the account of the Underwriters upon the consummation of the initial Business Combination (such consummation, the “SpecifiedEvent”), subject, in each case, to the reductions provided for in this Section 1.3.1. The Trust Agreement shall provide that the Trustee (as defined below) is required to obtain a written instruction signed by the Company and acknowledged by the Representative with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”), and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative. In the event that the Company is unable to consummate a Business Combination and Continental, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative, on behalf of itself and the Underwriters, agrees that (i) it shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro rata basis among the Public Shareholders. The Representative shall have the right to agree to any further modifications to the Deferred Underwriting Commission on behalf of the Underwriters and any decisions relating to such modifications shall be made exclusively by the Representative on behalf of itself and the Underwriters. For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be fully satisfied upon the payment of the purchase price for the Public Securities purchased by such Underwriter on the Closing Date or Option Closing Date, and the Underwriters shall be entitled to their portion of the Deferred Underwriting Commission without any further conditions except for those set forth above and below. Notwithstanding anything to the contrary in this Agreement, each Underwriter may at any time prior to the Specified Event and in its sole and absolute discretion, by written notice to the Company, elect to forfeit any right or claim to its Deferred Underwriting Commission, in which case the Company agrees to instruct the Trustee not to pay such Underwriter its Deferred Underwriting Commission upon the occurrence of a Specified Event. For the avoidance of doubt, any such election by an Underwriter shall be without prejudice to any right or claim of any other Underwriter to its respective portion of the Deferred Underwriting Commission or to any other right such Underwriter may have under this Agreement. The Representative, on behalf of itself and the Underwriters, further agrees that the Deferred Underwriting Commission will be based on, and paid out of, funds available in the Trust Account after payments made out of the Trust Account to honor redemption rights of the Public Shareholders. The Representative, on behalf of itself and the Underwriters, further agrees that the Deferred Underwriting Commission shall be decreased by $0.40 for every Ordinary Share for which a Public Shareholder exercises its redemption rights in connection with or prior to the Specified Event.
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1.4 Private Placements.
1.4.1 Founder Shares. On June 4, 2025, the Company issued an aggregate of 7,665,900 Class B ordinary shares (the “Founder Shares”), $0.0001 par value per share, of the Company in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), for a total subscription price of $25,000 to IG SPAC Sponsor LLC, a Delaware limited liability company (“Sponsor”). On September 17, 2025, the Sponsor surrendered 1,915,900 Founder Shares for no consideration, resulting in the Sponsor holding an aggregate of 5,750,000 Founder Shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor or any officer or director of the Company until the earlier of (A) six months after the completion of the Business Combination or earlier if, subsequent to the completion of the Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30)-trading day period commencing at least one hundred and fifty (150) days after the completion of the Business Combination and (B) the date following the competition of the Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange its Ordinary Shares for cash, securities or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 25% of the issued and outstanding Public Shares after giving effect to the Offering and exercise, if any, of the Over-allotment Option (excluding the Placement Securities as defined below).
1.4.2 Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Underwriters will purchase from the Company, pursuant to the Purchase Agreements (as defined in Section 2.21.3 hereof), an aggregate of 780,000 private placement units (the “Placement Units”) (or up to 870,000 Placement Units if the Over-allotment Option is exercised in full), each Placement Unit consisting of one (1) Ordinary Share (the “Private Shares”) and one (1) right to receive one-tenth (1/10) of an Ordinary Share upon consummation of a Business Combination (the “Private Rights”), which Placement Units are substantially identical to the Units included in the Firm Units, subject to certain exceptions, at a purchase price of $5.00 per Placement Unit, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Of the 780,000 Placement Units (or up to 870,000 Placement Units if the Over-allotment Option is exercised in full), the Sponsor will purchase 480,000 Placement Units (whether or not the Over-allotment Option is exercised in full) and the Underwriters will purchase 300,000 Placement Units (or up to 390,000 Placement Units if the Over-allotment Option is exercised in full). The Underwriters agree to purchase Placement Units consistent with their pro rata allocation of the Offering. The private placement of the Placement Units to the Sponsor and Underwriters is referred to herein as the “Unit Private Placement.” Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. None of the Placement Units, Private Shares or Private Rights (collectively, the “Placement Securities”) may be sold, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge and agree that the Placement Securities acquired by the Underwriters pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e). Accordingly, the Placement Securities acquired by the Underwriters pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on the date of commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.
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1.4.3 No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Units sold in the Unit Private Placement. The Placement Units are identical to the Units except that (i) none of the Placement Units will be transferable, assignable or salable until thirty (30) days after the consummation of a Business Combination except to permitted transferees and (ii) will be entitled to registration rights. The Public Securities, the Placement Securities, and the Founder Shares are hereinafter referred to collectively as the “Securities.”
1.5 Working Capital. Upon consummation of the Offering and the Unit Private Placement, it is intended that up to $350,000 of the proceeds from the Offering and the Unit Private Placement will be released to the Company and held outside of the Trust Account to fund the working capital requirements of the Company. In the event that the Offering expenses are less than $550,000, the amount of funds available outside of the Trust Account to fund the working capital requirements of the Company would increase by a corresponding amount.
1.6 Interest Income. Prior to the Company’s consummation of a Business Combination or the Company’s liquidation, interest earned on the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to (i) pay any taxes, other than excise taxes, payable by the Company and (iii) pay up to $100,000 for dissolution expenses, all as more fully described in the Prospectus (as defined in Section 2.1.1). Additionally, all permitted withdrawals can only be made from interest and not from the principal held in the Trust Account.
2. Representations and Warranties of the Company. The Company represents and warrants to the Underwriters as follows:
2.1 Filing of Registration Statement.
2.1.1 Pursuant to the Act. The Company has filed with the Commission a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-288875), including any related preliminary prospectus (“PreliminaryProspectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement, for the registration of the offer and sale of the Public Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For the purposes of this Agreement, “Time of Sale,” as used in the Act, means 5:30 p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on November 4, 2025, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Sale Preliminary Prospectus”). Unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include any Registration Statement filed pursuant to Rule 462(b) under the Act registering additional securities (a “Rule 462(b) Registration Statement”). Other than a Rule 462(b) Registration Statement and the Form 8-A registration statement referred to below in Section 2.1.2, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has been filed with the Commission. The offer and sale of all Public Securities have been registered under the Act pursuant to the Registration Statement. The Registration Statement has become effective on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determine that at the Time of Sale, the Sale Preliminary Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract.
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2.1.2 Pursuant to the Exchange Act. The Company has filed with the Commission a Registration Statement on Form 8-A (File Number 001-42972) providing for the registration under the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), of the Units, the Public Shares and the Share Rights. The registration of the Units, Public Shares and Share Rights under the Exchange Act has become effective on the date hereof and the Units, the Public Shares and the Share Rights have been registered pursuant to Section 12(b) of the Exchange Act.
2.1.3 No Stop Orders, Etc. Neither the Commission nor, to the Company’s knowledge, assuming reasonable inquiry, any federal, state or other regulatory authority has issued any order or threatened to issue any order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus, the Sale Preliminary Prospectus or Prospectus or any part thereof, or has instituted or, to the Company’s knowledge, assuming reasonable inquiry, threatened to institute any proceedings with respect to such an order.
2.2 Disclosures in Registration Statement.
2.2.1 10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus contained and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. The Registration Statement, as of the Effective Date, did not, and the amendments and supplements thereto, as of their respective dates, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading. The Prospectus, as of its date and the Closing Date or the Option Closing Date, as the case may be, did not and will not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Sale Preliminary Prospectus, as of the Time of Sale (or such subsequent Time of Sale pursuant to Section 2.1.1), did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the following: the names of the Underwriters, the information with respect to dealers’ concessions and reallowances contained in the section entitled “Underwriting**,**” the information with respect to short positions and stabilizing transactions contained in the section entitled “Underwriting” and the identity of counsel to the Underwriters contained in the section entitled “Legal Matters” (such information, collectively, the “Underwriters’ Information”).
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2.2.2 Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus conform to the descriptions thereof contained therein in all material respects and there are no agreements or other documents required to be described in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which its property or business is or may be bound or affected and (i) that is referred to in the Registration Statement, Sale Preliminary Prospectus or the Prospectus or attached as an exhibit thereto, or (ii) that is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect and is enforceable against the Company and, to the Company’s knowledge, assuming reasonable inquiry, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (y) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws; and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and no such agreement or instrument has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, assuming reasonable inquiry, any other party is in breach or default thereunder and, to the Company’s knowledge, assuming reasonable inquiry, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder. To the Company’s knowledge, assuming reasonable inquiry, the performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating to environmental laws and regulations.
2.2.3 Prior Securities Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company since the date of the Company’s formation, except as disclosed in the Registration Statement.
2.2.4 Regulations. The disclosures in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus concerning the effects of federal, foreign, state and local regulation on the Company’s business as currently contemplated are correct in all material respects and do not omit to state a material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading.
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2.3 Changes After Dates in Registration Statement.
2.3.1 No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board of Directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.
2.3.2 Recent Securities Transactions. Subsequent to the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein, the Company has not (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its share capital.
2.4 Independent Registered Public Accounting Firm. To the Company’s knowledge, WithumSmith+Brown, PC (“Withum”), whose report is filed with the Commission as part of, and is included in, the Registration Statement, the Sale Preliminary Prospectus, and the Prospectus, is an independent registered public accounting firm as required by the Act, the Regulations and the Public Company Accounting Oversight Board (the “PCAOB”), including the rules and regulations promulgated by such entity. To the Company’s knowledge, Withum is currently registered with the PCAOB. Withum has not, during the periods covered by the financial statements included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.
2.5 Financial Statements; Statistical Data.
2.5.1 Financial Statements. The financial statements, including the notes thereto and supporting schedules (if any) included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus fairly present the financial position, the results of operations and the cash flows of the Company at the dates and for the periods to which they apply; such financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved; and the supporting schedules included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus present fairly the information required to be stated therein in conformity with the Regulations. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus. The Registration Statement, the Sale Preliminary Prospectus and the Prospectus disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. There are no pro forma or as adjusted financial statements that are required to be included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus in accordance with Regulation S-X or Form S-1 that have not been included as required.
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2.5.2 Statistical Data. The statistical, industry-related and market-related data included in the Registration Statement, the Sale Preliminary Prospectus and/or the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate, and such data materially agree with the sources from which they are derived.
2.6 Authorized Capital; Options. The Company had at the date or dates indicated in each of the Registration Statement, the Sale Preliminary Prospectus, and the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in the Registration Statement, the Sale Preliminary Prospectus, and the Prospectus. Based on the assumptions stated in the Registration Statement, the Sale Preliminary Prospectus, and the Prospectus, the Company will have on the Closing Date or on the Option Closing Date, as the case may be, the adjusted share capitalization set forth therein. Except as set forth in, or contemplated by the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, on the Effective Date and on the Closing Date or Option Closing Date, as the case may be, there will be no options, warrants, or other rights to purchase or otherwise acquire any authorized but unissued Ordinary Shares or any security convertible into Ordinary Shares, or any contracts or commitments to issue or sell Ordinary Shares or any such options, warrants, rights or convertible securities.
2.7 Valid Issuance of Securities.
2.7.1 Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements.
2.7.2 Securities Sold Pursuant to this Agreement. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be.
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2.7.3 Placement Securities.
2.7.3.1 The Placement Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Purchase Agreements, will be validly issued; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Placement Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Placement Securities has been duly and validly taken.
2.7.4 No Integration. Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities which are required to be or may be “integrated” pursuant to the Act or the Regulations with the Offering.
2.8 Registration Rights of Third Parties. Except as set forth in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the right to require the Company to register any such securities of the Company under the Act or to include any such securities in a registration statement to be filed by the Company.
2.9 Validity and Binding Effect of Agreements. This Agreement, the Trust Agreement, the Insider Letter (as defined in Section 2.21.1), the Registration Rights Agreement (as defined in Section 2.21.5), the Rights Agreement (as defined in Section 2.23) and the Purchase Agreements and (collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
2.10 No Conflicts, Etc. The execution, delivery, and performance by the Company of the Transaction Documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both, (i) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject except pursuant to the Trust Agreement; (ii) result in any violation of the provisions of the Amended and Restated Memorandum and Articles of Association, as may be amended from time to time, of the Company (the “Charter Documents”); or (iii) violate any existing applicable statute, law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties, assets or business constituted as of the date hereof.
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2.11 No Defaults; Violations. No default or violation exists in the due performance and observance of any term, covenant or condition of any license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject, except for any such default or violation that would not have a Material Adverse Effect (as defined in Section 2.15). The Company is not (a) in violation of any term or provision of its Charter Documents or (b) in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses, except in the case of clause (b) above for any such violation that would not have a Material Adverse Effect.
2.12 Corporate Power; Licenses; Consents.
2.12.1 Conduct of Business. The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business purpose as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. The disclosures in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus concerning the effects of foreign, federal, state and local regulation on the Offering and the Company’s business purpose as currently contemplated are correct in all material respects and do not omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Since its formation, the Company has conducted no business and has incurred no liabilities other than in connection with its formation and in furtherance of the Offering or as otherwise described in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus, as applicable.
2.12.2 Transactions Contemplated Herein. The Company has all requisite corporate power and authority to enter into the Transaction Documents and to carry out the provisions and conditions hereof and thereof, and all consents, authorizations, approvals and orders required in connection herewith and therewith have been obtained. No consent, authorization, or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Securities and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, except with respect to applicable foreign, federal and state securities laws, the rules of The Nasdaq Stock Market LLC (“Nasdaq”) and the rules and regulations promulgated by FINRA.
2.12.3 Jurisdiction and Designation. The Company has the power to submit, and pursuant to Section 9.7 of this Agreement has, to the extent permitted by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan.
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2.13 D&O Questionnaires. To the Company’s knowledge, assuming reasonable inquiry, all information contained in the questionnaires (“Questionnaires”) completed by each of the Company’s officers, directors and shareholders as of the date hereof (together with the Sponsor, the “Insiders”) and provided to the Representative and its counsel and the biographies of the Insiders and other persons contained in the Registration Statement, Sale Preliminary Prospectus and the Prospectus (to the extent a biography is contained) is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the Questionnaires completed by each Insider to become inaccurate, incorrect or incomplete.
2.14 Litigation; Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending, or to the Company’s knowledge, assuming reasonable inquiry, threatened against or involving the Company or, to the Company’s knowledge, assuming reasonable inquiry, any Insider or any shareholder or member of an Insider that has not been disclosed, that is required to be disclosed, in the Registration Statement, the Sale Preliminary Prospectus, the Prospectus or the Questionnaires.
2.15 Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).
2.16 No Contemplation of a Business Combination. As of the date of this Agreement, the Company has not selected any specific Business Combination target (each a “Target Business”) and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly with any Target Business.
2.17 Transactions Requiring Disclosure to FINRA.
2.17.1 Finder’s Fees. Except as disclosed in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a brokerage commission or finder’s, consulting or origination fee by the Company or any Insider with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or to the Company’s knowledge, assuming reasonable inquiry, any Insider that may affect the Underwriters’ compensation, as defined by FINRA.
2.17.2 Payments Within 180 Days. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; or (ii) to the Company’s knowledge, any “participating member,” as defined in FINRA Rule 5110(j)(15), (a “Participating Member”), with respect to the Offering, within the 180-day period prior to the initial filing of the Registration Statement, other than any prior payments to the Representative in connection with the Offering. The Company has not issued any warrants or other securities, or granted any options, directly or indirectly, to any Participating Member within the 180-day period prior to the initial filing date of the Registration Statement. No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any Participating Member. Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any “underwriting compensation” as defined in FINRA Rule 5110, by any Participating Member.
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2.17.3 FINRA Affiliation. Except as disclosed in the FINRA Questionnaires provided to the Representative, to the Company’s knowledge, no officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) has any direct or indirect affiliation or association with any Participating Member (as defined in accordance with the rules and regulations of FINRA). The Company will advise the Representative and Pillsbury if it learns that any officer or director or any direct or indirect beneficial owner (including the Insiders) is or becomes an affiliate or associated person of a Participating Member.
2.17.4 Share Ownership. Except as disclosed in the FINRA Questionnaires provided to the Representative, to the Company’s knowledge, no officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities is an owner of shares or other securities of any Participating Member (other than securities purchased on the open market).
2.17.5 Loans. To the Company’s knowledge, no officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities has made a subordinated loan to any Participating Member in the Offering.
2.17.6 Proceeds of the Offering. Except as disclosed in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus, no proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Units, will be paid to any Participating Member, except as specifically authorized herein.
2.17.7 Conflicts of Interest. To the Company’s knowledge, assuming reasonable inquiry, no Participating Member in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a Participating Member and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding common equity or 10% or more of the Company’s preferred equity.
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2.18 Taxes.
2.18.1 There are no transfer taxes or other similar fees or charges under U.S. federal law or the laws of any U.S. state or any political subdivision of the United States, or under the laws of any non-U.S. jurisdiction, required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by the Company of the Public Securities.
2.18.2 The Company has filed all U.S. federal, state and local, and non-U.S., tax returns required to be filed with taxing authorities prior to the date hereof in a timely manner or has duly obtained extensions of time for the filing thereof. The Company has paid all taxes shown as due on such returns that were filed and has paid all taxes imposed on it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable. In the case of each of the foregoing, except where the failure to file or pay, as applicable, would not have a Material Adverse Effect. The Company has made appropriate provisions in the applicable financial statements referred to in Section 2.5.1 above in respect of all federal, state, local and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.
2.19 Foreign Corrupt Practices Act; Anti-Money Laundering; Patriot Act.
2.19.1 Foreign Corrupt Practices Act. Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any of the Insiders or any other person acting on behalf of the Company has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction) that (i) might subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding; (ii) if not given in the past, might have had a Material Adverse Effect; or (iii) if not continued in the future, might adversely affect the assets, business or operations of the Company. The Company has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company to comply in all material respects with the Foreign Corrupt Practices Act of 1977, as amended.
2.19.2 Currency and Foreign Transactions Reporting Act. The operations of the Company are and have been conducted at all times in compliance with (i) the requirements of the U.S. Treasury Department Office of Foreign Asset Control and (ii) applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transaction Reporting Act of 1970, as amended, including the Money Laundering Control Act of 1986, as amended, the rules and regulations thereunder and any related or similar money laundering statutes, rules, regulations or guidelines, issued, administered or enforced by any Federal governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the Company’s knowledge, threatened.
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2.19.3 Patriot Act. Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any Insider has violated the Bank Secrecy Act of 1970, as amended, or the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, and/or the rules and regulations promulgated under any such law, or any successor law.
2.20 Officers’ Certificate. Any certificate signed by any duly authorized officer of the Company in connection with the Offering and delivered to the Representative or to Pillsbury shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
2.21 Agreements With Insiders.
2.21.1 Insider Letter. The Company has caused to be duly executed a legally binding and enforceable agreement (except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification, contribution or non-compete provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought), a form of which is annexed as an exhibit to the Registration Statement (the “Insider Letter”), pursuant to which each of the Insiders of the Company agree to certain matters. The Insider Letter shall not be amended, modified or otherwise changed without the prior written consent of the Representative, which consent shall not be unreasonably delayed, conditioned or withheld by the Representative.
2.21.2 Sponsor Purchase Agreement. The Company and the Sponsor have executed and delivered a Private Placement Units Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Sponsor PurchaseAgreement”), pursuant to which the Sponsor will, among other things, on the Closing Date and on the Option Closing Date, if any, consummate the purchase of and deliver the purchase price for the Placement Units to be sold to the Sponsor as provided in the Sponsor Purchase Agreement. Pursuant to the Insider Letter, the Sponsor has waived any and all rights and claims it may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Placement Units. Certain proceeds from the sale of the Placement Units will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date and on the Option Closing Date, if any as provided for in the Sponsor Purchase Agreement.
2.21.3 Representative Purchase Agreement. The Company and the Representative have executed and delivered a Private Placement Units Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “RepresentativePurchase Agreement,” and together with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant to which the Representative will, among other things, on the Closing Date and on the Option Closing Date, if any, consummate the purchase of and deliver the purchase price for the Placement Units to be sold to the Representative as provided in the Representative Purchase Agreement. Certain proceeds from the sale of the Placement Units will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date and on the Option Closing Date, if any, as provided for in the Representative Purchase Agreement.
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2.21.4 [Reserved].
2.21.5 Registration Rights Agreement. The Company, the Sponsor and the Underwriters have entered into a Registration Rights Agreement (“Registration Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby such parties will be entitled to certain registration rights with respect to the securities they hold or may hold, as set forth in such Registration Rights Agreement and described more fully in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.
2.21.6 Loans. The Sponsor has agreed to make loans to the Company in the aggregate amount of up to $500,000 (the “Insider Loans”) pursuant to a promissory note substantially in the form annexed as an exhibit to the Registration Statement. The Insider Loans do not bear any interest and are repayable by the Company on the earlier of December 31, 2025 and the consummation of the Offering.
2.22 Investment Management Trust Agreement. The Company has entered into the Trust Agreement with respect to certain proceeds of the Offering and the Unit Private Placement substantially in the form annexed as an exhibit to the Registration Statement.
2.23 Rights Agreement. The Company has entered into a share rights agreement with respect to the Share Rights, Private Rights and any other rights that may be issued by the Company with the rights agent substantially in the form filed as an exhibit to the Registration Statement (the “Rights Agreement”).
2.24 No Existing Non-Competition Agreements. To the Company’s knowledge, no Insider is subject to any non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his ability to be an employee, officer and/or director of the Company, except as disclosed in the Registration Statement.
2.25 Investments. No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940, as amended (the “InvestmentCompany Act”)) of the Company’s total assets consist of, and no more than 45% of the Company’s net income after taxes is derived from, securities other than “government securities” (as defined in Section 2(a)(16) of the Investment Company Act) or money market funds meeting the conditions of Rule 2a-7 of the Investment Company Act.
2.26 Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Sale Preliminary Prospectus and the Prospectus will not be required, to register as an “investment company” under the Investment Company Act.
2.27 Subsidiaries. The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other business entity.
2.28 Related Party Transactions. No relationship, direct or indirect, exists between or among the Company, on the one hand, and any Insider, on the other hand, which is required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus which is not so described as required. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business), or guarantees of indebtedness by the Company to or for the benefit of any of the officers or directors of the Company or any of their respective family members, except as disclosed in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. The Company has not extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or officer of the Company.
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2.29 No Influence. The Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with the intention of unlawfully influencing (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s or supplier’s level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish favorable information about the Company or any such affiliate.
2.30 Sarbanes-Oxley. The Company is, and on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley”), and the rules and regulations promulgated thereunder and related or similar rules or regulations promulgated by any governmental or self-regulatory entity or agency, that are applicable to it as of the date hereof.
2.31 Distribution of Offering Material by the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the distribution of the Units, any offering material in connection with the offering and sale of the Units other than the Sale Preliminary Prospectus and the Prospectus, in each case as supplemented and amended.
2.32 The Nasdaq Global Market. The Public Securities have been authorized for listing, subject to official notice of issuance and evidence of satisfactory distribution, on the Nasdaq Global Market and the Company knows of no reason or set of facts that is likely to adversely affect such authorization.
2.33 Board of Directors. As of the Effective Date, the Board of Directors of the Company will be comprised of the persons set forth as “Directors” or “Director nominees” under the heading of the Sale Preliminary Prospectus and the Prospectus captioned “Management.” As of the Effective Date, the qualifications of the persons serving as board members and the overall composition of the board will comply with Sarbanes-Oxley and the rules promulgated thereunder and the rules of Nasdaq that are, in each case, applicable to the Company. As of the Effective Date, the Company will have an Audit Committee that satisfies the applicable requirements under Sarbanes-Oxley and the rules promulgated thereunder and the rules of Nasdaq, subject to the permitted phase-in requirements under the rules of Nasdaq.
2.34 Emerging Growth Company. From its formation through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Act (an “Emerging Growth Company”).
2.35 No Disqualification Events. Neither the Company, nor any of its predecessors or any affiliated issuer, nor any director, executive officer, or other officer of the Company participating in the Offering, nor any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Act) connected with the Company in any capacity at the Time of Sale (each, a “CompanyCovered Person” and, together, “Company Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Underwriters a copy of any disclosures provided thereunder.
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2.36 Free-Writing Prospectus and Testing-the-Waters. The Company has not made any offer relating to the Public Securities that would constitute an issuer free writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 under the Act. The Company: (a) has not engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representative with entities that are qualified institutional buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501(a) of Regulation D under the Act and (b) has not authorized anyone to engage in Testing-the-Waters Communications other than its officers and the Representative and individuals engaged by the Representative. The Company has not distributed any written Testing-the-Waters Communications other than those listed on Schedule B hereto. “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Act.
2.37 No Fee Arrangements. As of the date hereof, the Company has not entered into any agreement, written or oral, pursuant to which the Company will be obligated to pay any Insider or an affiliate of any Insider a consulting, finder or success fees for assisting the Company in consummating a Business Combination.
3. Covenants of the Company. The Company covenants and agrees as follows:
3.1 Amendments to Registration Statement. The Company will deliver to the Representative, prior to filing, any amendment or supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus proposed to be filed after the Effective Date and the Company shall not file any such amendment or supplement to which the Representative reasonably objects in writing.
3.2 Federal Securities Laws.
3.2.1 Compliance. During the time when a Prospectus is required to be delivered under the Act, the Company will use its commercially reasonable efforts to comply with all requirements imposed upon it by the Act, the Regulations, and the Exchange Act, and by the regulations under the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Act, the Company will notify the Representative promptly and prepare and file with the Commission, subject to Section 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Act.
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3.2.2 Filing of Final Prospectus. The Company will file the Prospectus (in form and substance satisfactory to the Underwriters) with the Commission pursuant to the requirements of Rule 424 of the Regulations.
3.2.3 Exchange Act Registration. The Company will use its commercially reasonable efforts to maintain the registration of the Ordinary Shares (and Share Rights prior to consummation of the Business Combination) under the provisions of the Exchange Act (except in connection with a going-private transaction) for a period of five (5) years from the Effective Date, or until the Company is required to be liquidated or is acquired, if earlier. The Company will not deregister the Ordinary Shares (and Share Rights prior to consummation of the Business Combination) under the Exchange Act (except in connection with a going private transaction after the completion of a Business Combination) without the prior written consent of the Representative.
3.2.4 Exchange Act Filings. From the Effective Date until the earlier of the Company’s initial Business Combination, or its liquidation and dissolution, the Company shall timely file with the Commission via the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) such statements and reports as are required to be filed by a company registered under Section 12(b) of the Exchange Act.
3.2.5 Sarbanes-Oxley Compliance. As soon as it is legally required to do so, the Company shall take all actions necessary to obtain and thereafter maintain material compliance with each applicable provision of Sarbanes-Oxley and the rules and regulations promulgated thereunder and related or similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency with jurisdiction over the Company.
3.3 Free-Writing Prospectus. The Company agrees that it will not make any offer relating to the Public Securities that would constitute an issuer free writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 under the Act, without the prior consent of the Underwriters.
3.4 Delivery to Underwriters of Prospectuses. The Company will deliver to the Underwriters, without charge and from time to time during the period when the Prospectus is required to be delivered under the Act or the Exchange Act, such number of copies of each of the Preliminary Prospectus and the Prospectus as the Underwriters may reasonably request and, as soon as the Registration Statement or any amendment or supplement thereto becomes effective, deliver to the Underwriters, upon their request, two manually executed Registration Statements, including exhibits, and all post-effective amendments thereto and copies of all exhibits filed therewith or incorporated therein by reference and all manually executed consents of certified experts.
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3.5 Effectiveness and Events Requiring Notice to the Representative. The Company will use its commercially reasonable efforts to cause the Registration Statement to remain effective until completion of the Offering, and until the completion of the Offering will notify the Representative immediately and confirm the notice in writing (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any foreign or state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event that, during the period described in Section 3.4 hereof, in the reasonable judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, and in the light of the circumstances under which they were made, not misleading. If the Commission or any foreign or state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.
3.6 Affiliated Transactions.
3.6.1 Business Combinations. In the event the Company seeks to consummate a Business Combination with any entity that is affiliated with any Insider, the Company, or a committee of its independent directors, shall obtain an opinion from an independent investment banking firm that is a member of FINRA, or from an independent valuation or accounting firm stating that the Business Combination is fair to the Company from a financial point of view.
3.6.2 Compensation to Insiders. Except as disclosed in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus, the Company shall not pay any of the Insiders or any of their affiliates any fees or compensation from the Company, for services rendered to the Company prior to, or in connection with, the consummation of a Business Combination.
3.7 [Reserved.]
3.8 Reports to the Representative. For a period of five (5) years from the Effective Date or until such earlier time upon which the Company is required to be liquidated or is no longer required to file reports under the Exchange Act, the Company will furnish to the Representative and its counsel copies of such financial statements and other periodic and special reports as the Company from time to time furnishes generally to holders of any class of its securities, and promptly furnish to the Underwriters (i) a copy of each periodic report the Company shall be required to file with the Commission, (ii) a copy of every press release and every news item and article with respect to the Company or its affairs that was released by the Company, (iii) a copy of each Current Report on Form 8-K or Schedules 13D, 13G, 14D-1 or 13E-4 received or prepared by the Company, (iv) two (2) copies of each registration statement filed by the Company with the Commission under the Act, and (v) such additional documents and information with respect to the Company and the affairs of any future subsidiaries of the Company as the Representative may from time to time reasonably request; provided the Representative shall sign, if requested by the Company, a Regulation FD compliant confidentiality agreement which is reasonably acceptable to the Representative and its counsel in connection with the Representative’s receipt of such information. Documents filed or furnished with the Commission pursuant to its EDGAR system shall be deemed to have been delivered to the Representative pursuant to this Section 3.8.
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3.9 Transfer Agent. For a period of five (5) years following the Effective Date or until such earlier time upon which the Company is required to be liquidated, the Company shall retain a transfer agent acceptable to the Representative. Continental is acceptable to the Representative. Until the consummation of the Business Combination or until such earlier time upon which the Company is required to be liquidated, the Company shall retain a rights agent.
3.10 Payment of Expenses. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all Company expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements; (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, including any pre- or post-effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iii) fees incurred in connection with conducting background checks of the Company’s management team; (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Ordinary Shares and the Share Rights included in the Units, including any transfer or other taxes payable thereon; (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel of the Underwriters in connection therewith and including, without limitation, fees associated with qualifying the Offering under the “Blue Sky” laws of any states specified by the Representative; (vi) fees, costs and expenses incurred in listing the Securities on the Nasdaq Global Market or such other stock exchanges as the Company and the Underwriters together determine; (vii) all fees and disbursements of the transfer and rights agent; (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a net roadshow, including without limitation, trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; and (ix) all other reasonable and documented out-of-pocket costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10, provided that the expenses paid on behalf of or reimbursed to the Underwriters (exclusive of the FINRA filing fee) shall not exceed $75,000 in the aggregate. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to the Closing Date) to be paid by the Company to the Representative and others.
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3.11 Application of Net Proceeds. The Company will apply the net proceeds from the Offering and the Unit Private Placement received by it in a manner consistent in all material respects with the application described under the caption “Use of Proceeds” in the Prospectus.
3.12 Delivery of Earnings Statements to Security Holders. The Company will make generally available to its security holders as soon as practicable an earnings statement (which need not be certified by an independent registered public accounting firm unless required by the Act or the Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Act) covering a period of at least twelve (12) consecutive months beginning after the Effective Date.
3.13 Notice to FINRA.
3.13.1 Notice to the Representative. For a period of sixty (60) days after the date of the Prospectus, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged, in writing, to assist the Company in its search for a Target Business or to provide any other services in connection therewith, the Company will provide the following to the Representative prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services, and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered a Participating Member with respect to the Offering, as such term is defined in FINRA Rule 5110. The Company also agrees that, if required by law, proper disclosure of such arrangement or potential arrangement will be made in the tender offer documents or proxy statement which the Company will file with the Commission in connection with the Business Combination.
3.13.2 FINRA. The Company shall advise the Representative if it is aware that any 10% or greater shareholder of the Company becomes an affiliate or associated person of a Participating Member.
3.13.3 Broker/Dealer. In the event the Company intends to register as a broker/dealer, merge with or acquire a registered broker/dealer, or otherwise become a member of FINRA, it shall promptly notify FINRA.
3.14 Stabilization. Neither the Company, nor to its knowledge, any of its employees, directors or shareholders (without the consent of the Representative) has taken, and the Company will not take, and has directed its employees, directors or shareholders to not take, directly or indirectly, any action without the consent of the Representative that is designed to or that has constituted or that might reasonably be expected to cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Units.
3.15 Existing Lock-Up Agreement. The Company will use its reasonable best efforts to enforce all existing agreements between the Company and any of its security holders that prohibit the sale, transfer, assignment, pledge or hypothecation of any of the Securities in connection with the Offering. In addition, the Company will direct the Company’s transfer agent to place stop transfer restrictions upon any such Securities of the Company that are bound by such existing “lock-up” agreements for the duration of the periods contemplated in such agreements.
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3.16 Payment of Deferred Underwriting Commission on Business Combination. Upon the occurrence of the Specified Event, the Company agrees that it will cause the Trustee to pay the Deferred Underwriting Commission directly from the Trust Account to the Underwriters, in accordance with Section 1.3. The Underwriters shall have no claim to (a) any funds in the Trust Account reserved by the Company and the Trustee for honoring redemption rights of the Public Shareholders or (b) any payment of any interest earned on the portion of the proceeds held in the Trust Account representing the Deferred Underwriting Commission.
3.17 Internal Controls. The Company will maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
3.18 Accounting Firm. Until the earlier of the consummation of the Company’s initial Business Combination or until such earlier time upon which the Company is required to be liquidated, the Company shall retain Withum or another independent registered public accounting firm.
3.19 Form 8-K. The Company shall, on or prior to the date hereof, retain its independent registered public accounting firm to audit the balance sheet of the Company as of the Closing Date (“Audited Financial Statements”) reflecting the receipt by the Company of the proceeds of the Offering and the Unit Private Placement. Within four (4) Business Days after the Closing Date, the Company shall file a Current Report on Form 8-K with the Commission, which Report shall contain the Company’s Audited Financial Statements. Promptly after the Option Closing Date, if the Over-allotment Option is exercised after the Closing Date and to the extent not reflected in the Current Report on Form 8-K referenced in the immediately preceding sentence, the Company shall file with the Commission a Current Report on Form 8-K or an amendment to the Form 8-K to provide updated financial information to reflect the exercise of such option.
3.20 Corporate Proceedings. All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and the transactions contemplated hereby shall have been effected, except where the failure to do so would not have a Material Adverse Effect.
3.21 Investment Company. The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only as provided for in the Trust Agreement and disclosed in the Prospectus. The Company will conduct its business in a manner so that it will not become subject to the Investment Company Act. Furthermore, once the Company consummates a Business Combination, it shall be engaged in a business other than that of investing, reinvesting, owning, holding or trading securities.
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3.22 Amendments to Charter Documents. The Company covenants and agrees, that prior to its initial Business Combination, it will not seek to amend or modify its Charter Documents, except in accordance with the procedures set forth therein.
3.23 Press Releases. The Company agrees that it will not issue press releases or engage in any other publicity relating to the Offering or which includes the name of any Underwriter, without the Representative’s prior written consent (not to be unreasonably withheld), for a period of twenty-five (25) days after the Closing Date. Notwithstanding the foregoing, in no event shall the Company be prohibited from issuing any press releases or engaging in any other publicity required by law, except that including the name of any Underwriter therein shall require the prior written consent of such Underwriter.
3.24 Insurance. Until the earlier of the consummation of the Company’s initial Business Combination or until such earlier time upon which the Company is required to be liquidated, the Company will maintain directors’ and officers’ insurance (including, without limitation, insurance covering the Company, its directors and officers for liabilities or losses arising in connection with the Offering, including, without limitation, liabilities or losses arising under the Act, the Exchange Act, the Regulations and any applicable foreign securities laws).
3.25 Electronic Prospectus. The Company shall cause to be prepared and delivered to the Underwriters, at the Company’s expense, promptly, but in no event later than two (2) Business Days from the effective date of this Agreement, an Electronic Prospectus to be used by the Underwriters in connection with the Offering. As used herein, the term “ElectronicProspectus” means a form of prospectus, and any amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory to the Representative, that may be transmitted electronically by the Underwriters to offerees and purchasers of the Units for at least the period during which a prospectus relating to the Units is required to be delivered under the Act; (ii) it shall disclose the same information as the paper prospectus and prospectus filed pursuant to EDGAR, except to the extent that graphic and image material cannot be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic prospectus with a fair and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to the Representative, that will allow recipients thereof to store and have continuously ready access to the prospectus at any future time, without charge to such recipients (other than any fee charged for subscription to the Internet as a whole and for on-line time).
3.26 Unit Private Placement Proceeds. On or prior to the Closing Date, the Company shall have caused the applicable proceeds from the Unit Private Placement to be deposited in the Trust Account pursuant to the terms of the Purchase Agreements.
3.27 Future Financings. The Company agrees that neither it, nor any successor or subsidiary of the Company, will consummate any public or private equity or debt financing prior to the consummation of a Business Combination, unless all investors in such financing expressly waive, in writing, any rights in or claims against the Trust Account.
3.28 Amendments to Certain Agreements. The Company shall not amend, modify or otherwise change Section 8 of the Insider Letter (with respect to lock-ups) and the Trust Agreement (with respect to disbursement from the Trust Account upon the closing of the Business Combination) without the prior written consent of the Representative, which such consent shall not be unreasonably delayed, conditioned or withheld by the Representative. The Trust Agreement shall provide that the Trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative.
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3.29 Maintenance of Listing on Nasdaq. Until the consummation of a Business Combination, the Company will use its commercially reasonable efforts to maintain the listing of the Public Securities on Nasdaq or a national securities exchange acceptable to the Representative.
3.30 Reservation of Shares. The Company will reserve and keep available that maximum number of its authorized but unissued securities which are issuable (i) pursuant to the Share Rights and the Placement Securities (as well as any other rights that may be issued and covered by the Rights Agreement) and (ii) upon conversion of the Founder Shares.
3.31 Notice of Disqualification Events. The Company will notify the Underwriters in writing, prior to the Closing Date, of (i) any Disqualification Event relating to any Company Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Company Covered Person.
3.32 Reserved.
3.33 Business Combination Securities Disclosure Documents. If any Underwriter that performs any marketing, capital markets advisory or securities placement activities in connection with a Business Combination at the request of the Company pursuant to a separate agreement between such Underwriter and the Company (such Underwriter, a “Business Combination Advisor”) may be deemed, in its sole judgment, to be an underwriter of any securities issued pursuant to any registration statement or tender offer document filed with the Commission in connection with the consummation of the Business Combination by the Company, a Target Business or any direct or indirect parent or subsidiary of any of them (any such issuer or co-issuer, a “Registrant,” and any such securities, the “Business Combination Securities”), the Company shall use its commercially reasonable efforts to provide or cause to be provided to such Business Combination Advisor information and access to all persons, properties and documents to the extent necessary for such Business Combination Advisor to complete a due diligence investigation sufficient (in the view of such Business Combination Advisor in its sole discretion) to provide such Business Combination Advisor with a “reasonable due diligence” defense in respect of any claims that could be brought against an underwriter of the applicable Business Combination Securities under federal and state securities laws, rules and regulations, including, without limitation, Section 11 of the Act. As used herein, the term “reasonable due diligence” means a reasonable investigation that provides the investigating person a reasonable ground to believe that at the time of the applicable offer, issuance or distribution of any Business Combination Securities, no registration statement, preliminary or final prospectus, proxy statement, tender offer document or offering memorandum, including, without limitation, any document incorporated by reference into any of the foregoing, or any amendment or supplement to any of the foregoing, or any other marketing document used by any Registrant, filed with or furnished by the Company to the Commission in connection with the Business Combination but excluding any filing under Rule 425 of the Act or Rule 14a-12 of the Exchange Act (each, a “Business Combination Securities DisclosureDocument”), in each case relating to such offer, issuance or distribution, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to provide to such Business Combination Advisor notice of each filing under Rule 425 of the Act or Rule 14a-12 of the Exchange Act and each other form of public communication about the Business Combination reasonably in advance of such filing or public communication. The Company further covenants that it will use its reasonable best efforts to ensure that any projections provided to such Business Combination Advisor by any Registrant or prepared by any Registrant or any representative of such Registrant (a “Registrant Representative”) and contained in any Business Combination Securities Disclosure Document, in each case, at the time they were prepared, will have been prepared in good faith and will be based upon assumptions which, in light of the circumstances under which they are made, are reasonable.
3.34 Obligations in Connection with Business Combination. If requested in writing by a Business Combination Advisor, if it may be deemed, in its sole judgment, to be an underwriter of any Business Combination Securities, the following shall apply:
3.34.1 Prior to entering into any definitive agreement with respect to the Business Combination (or amendment thereto) and until such time as such Business Combination is consummated:
(a) The Company agrees to notify such Business Combination Advisor with respect to, and to permit such Business Combination Advisor, at its request, to participate in, all diligence sessions with any Registrant or any Registrant Representative and all drafting sessions in respect of any Business Combination Securities Disclosure Document.
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(b) The Company shall use its commercially reasonable efforts to provide drafts of all Business Combination Securities Disclosure Documents to such Business Combination Advisor and its legal counsel reasonably in advance of the filing by the Company (or, if such filing is to be made by a Registrant other than the Company, any filing which is required to be approved by the Company) of any Business Combination Securities Disclosure Document with the Commission or the circulation by any Registrant of any Business Combination Securities Disclosure Document to any prospective investor, sufficient to allow such Business Combination Advisor and its legal counsel to request changes determined by them to be reasonably necessary to such Business Combination Securities Disclosure Document before its filing or circulation. The Company shall not permit the filing with or furnishing to the Commission of any Business Combination Securities Disclosure Document without the consent of such Business Combination Advisor, which consent shall not unreasonably be withheld, delayed or conditioned.
3.34.2 Notwithstanding any provision to the contrary herein, the Company agrees that such Business Combination Advisor shall have the right, in connection with its reasonable due diligence under Section 3.33, (i) to retain counsel and other consultants and experts as it may deem necessary or desirable in connection with its reasonable due diligence under Section 3.34.1 (it being understood that the retention of any such consultant or expert or other advisor, other than outside legal counsel, will be made with the prior written approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed); (ii) to use its commercially reasonable efforts to ensure that each counsel to the Company and to any other Registrant provides customary legal opinions and negative assurance letters to such Business Combination Advisor dated as of (x) the date of effectiveness of the Business Combination Securities Disclosure Document, and (y) the date of the shareholder vote to approve the Business Combination, in form and substance reasonably satisfactory to such Business Combination Advisor, (iii) to use its commercially reasonable efforts to ensure that each accounting firm or firms that were retained by the Company or by any other Registrant and that have audited any financial statements set forth in any Business Combination Securities Disclosure Document provide customary “comfort letters” to such Business Combination Advisor dated as of (x) the date of effectiveness of the Business Combination Securities Disclosure Document, and (y) the date of the shareholder vote to approve the Business Combination; and (iv) to take and shall use its reasonable best efforts to take any other actions reasonably requested by such Business Combination Advisor.
3.34.3 In connection with the Business Combination, to the extent the Company retains an unaffiliated party (the “Fairness Opinion Provider”) to prepare a report and provide an opinion (the “Fairness Opinion”) concerning the fairness, from a financial point of view, of the Business Combination to the Company and its unaffiliated shareholders, the Company shall, pursuant to, and in accordance with, applicable law, disclose in reasonable detail in a Business Combination Securities Disclosure Document the results of that report and, as necessary or appropriate, a copy of that report. Each Registrant shall provide the Fairness Opinion Provider with all information and access to persons and documents that the Fairness Opinion Provider deems reasonably necessary and appropriate in connection with the preparation of its Fairness Opinion.
3.34.4 Prior to the consummation of the Business Combination, the Company shall include in the definitive agreement for the Business Combination (i) a covenant for the assignment and assumption, by the public entity resulting from the initial Business Combination, of all of the Company’s obligations hereunder and (ii) that such Business Combination Advisor may rely on the representations and warranties contained therein as if it were a party thereto. The Company shall use its commercially reasonable efforts to ensure that each Target Business in the Business Combination agrees to deliver to such Business Combination Advisor a certificate of an officer of such Target Business stating that to such officer’s knowledge the representations and warranties made by the Target Business in the definitive agreement for the Business Combination are true and correct as of the date of such certificate, subject to (i) a customary materiality standard, (ii) any applicable carve-out with reference to disclosure included in the Business Combination Securities Disclosure Document and (iii) required adjustments for such representations and warranties that speak as of a specific date. In addition, in connection with the Business Combination, the Company will, and will use its reasonable best efforts to cause each Registrant to, comply in all material respects with (i) the obligations and covenants of the Company which relate to the period following the consummation of the Business Combination set forth in Sections 3 and 5 of this Agreement and (ii) all laws, rules and regulations applicable either to the Registrant and its business activities or to the Business Combination, as such laws, rules and regulations may be in effect at the time of the consummation of the Business Combination.
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3.34.5 Nothing herein shall be deemed to require the Underwriters to limit their rights to compensation or to reimbursement of expenses without their express agreement or otherwise to assume any liability other than as may be expressly required under the Act.
3.34.6 The Company acknowledges and agrees that nothing in this Section 3.34 shall be interpreted to obligate the Underwriters to take any action, including by serving as a Business Combination Advisor, or to refrain from taking any action, in connection with the Business Combination and any such actions will be undertaken by each Underwriter, in respect of itself, in its sole discretion.
4. Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance in all material respects by the Company of its obligations hereunder and to the following conditions:
4.1 Regulatory Matters.
4.1.1 Effectiveness of Registration Statement. The Registration Statement shall have become effective not later than 4:00 p.m., New York time, on the date of this Agreement or such later date and time as shall be consented to in writing by the Representative, and, at each of the Closing Date and each Option Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for the purpose shall have been instituted or shall be pending or contemplated by the Commission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representative and Pillsbury.
4.1.2 FINRA Clearance. By the Effective Date, the Underwriters shall have received a letter of no objections from FINRA as to the terms and arrangement and amount of compensation allowable or payable to the Underwriters as described in the Registration Statement.
4.1.3 No Blue Sky Stop Orders. No order suspending the sale of the Units in any jurisdiction designated by the Underwriters pursuant to Section 3.5 hereof shall have been issued on each of the Closing Date or any Option Closing Date, and no proceedings for that purpose shall have been instituted or, to the Company’s knowledge, shall be contemplated.
4.1.4 No Commission Stop Order. At the Closing Date and each Option Closing Date, the Commission has not issued any order or threatened to issue any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any part thereof, and has not instituted or, to the Company’s knowledge, assuming reasonable inquiry, threatened to institute any proceedings with respect to such an order.
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4.1.5 Approval of Listing on Nasdaq. The Securities shall have been approved for listing on the Nasdaq Global Market, subject to official notice of issuance and evidence of satisfactory distribution, satisfactory evidence of which shall have been provided to the Representative.
4.2 Company Counsel Matters.
4.2.1 Closing Date and Option Closing Date Opinions of Counsels. On the Closing Date and each Option Closing Date, if any, the Representative shall have received the favorable opinions and negative assurance statement of Greenberg Traurig, LLP and Mourant Ozannes (Cayman) LLP, dated the Closing Date or each Option Closing Date, as the case may be, addressed to the Representative as representative for the several Underwriters, and in form and substance reasonably satisfactory to the Representative and Pillsbury. On the Closing Date and each Option Closing Date, the Representative shall have received the favorable opinion and negative assurance statement of Pillsbury, dated the Closing Date, addressed to the Representative as representative for the several Underwriters.
4.2.2 Reliance. In rendering such opinions, such counsels may rely as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Representative’s counsel if requested.
4.3 Comfort Letter. At the time this Agreement is executed, and at the Closing Date and Option Closing Date, if any, the Representative shall have received a letter, addressed to the Representative as representatives for the several Underwriters and in form and substance satisfactory in all respects (including the non-material nature of the changes or decreases, if any, referred to in Section 4.3.3 below) to the Representative, from Withum dated, respectively, as of the date of this Agreement and as of the Closing Date and Option Closing Date, if any:
4.3.1 Confirming that they are an independent registered public accounting firm with respect to the Company within the meaning of the Act and the applicable Regulations and that they have not, during the periods covered by the financial statements included in the Registration Statement, Preliminary Prospectus, Sale Preliminary Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act;
4.3.2 Stating that in their opinion the financial statements of the Company included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act and the published Regulations thereunder;
4.3.3 Stating that, on the basis of their review, which included a reading of the latest available unaudited interim financial statements of the Company (with an indication of the date of the latest available unaudited interim financial statements), a reading of the latest available minutes of the shareholders and Board of Directors and the various committees of the Board of Directors, consultations with officers and other employees of the Company responsible for financial and accounting matters and other specified procedures and inquiries, nothing has come to their attention that would lead them to believe that (a) the unaudited financial statements of the Company included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Regulations or are not fairly presented in conformity with GAAP applied on a basis substantially consistent with that of the audited financial statements of the Company included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus; or (b) at a date not later than five (5) days prior to the Effective Date, Closing Date or Option Closing Date, as the case may be, there was any change in the share capital or long-term debt of the Company, or any decrease in the shareholders’ equity of the Company as compared with amounts shown in the most recent balance sheet included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, other than as set forth in or contemplated by the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or, if there was any decrease, setting forth the amount of such decrease; and (c) during the period from the most recent balance sheet included in the Registration Statement to a specified date not later than five (5) days prior to the Effective Date, Closing Date or any Option Closing Date, as the case may be, there was any decrease in revenues, net earnings or net earnings per Ordinary Share, in each case as compared with the corresponding period in the preceding year and as compared with the corresponding period in the preceding quarter, other than as set forth in or contemplated by the Registration Statement the Sale Preliminary Prospectus and the Prospectus, or, if there was any such decrease, setting forth the amount of such decrease;
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4.3.4 Stating that they have compared specific dollar amounts, numbers of shares, percentages of revenues and earnings, statements and other financial information pertaining to the Company set forth in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus in each case to the extent that such amounts, numbers, percentages, statements and information may be derived from the general accounting records, including work sheets, of the Company and excluding any questions requiring an interpretation by legal counsel, with the results obtained from the application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute an examination in accordance with generally accepted auditing standards) set forth in the letter and found them to be in agreement;
4.3.5 Stating that they have not, since the Company’s incorporation, brought to the attention of the Company’s management any reportable condition related to internal structure, design or operation as defined in the Statement on Auditing Standards No. 60 “Communication of Internal Control Structure Related Matters Noted in an Audit,” in the Company’s internal controls; and
4.3.6 Statements as to such other matters incident to the transaction contemplated hereby as the Representative or Pillsbury may reasonably request, including (i) that Withum is registered with the PCAOB; (ii) that Withum has sufficient assets and insurance to pay for any liability incurred by it relating to providing the letter; and (iii) that Withum is not insolvent.
4.4 Officers’ Certificates.
4.4.1 Officers’ Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company, or any similar or equivalent officer of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed in all material respects all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
4.4.2 Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, or any similar or equivalent officer of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying (i) that the Charter Documents are true and complete, have not been modified and are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq; and (v) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
4.5 No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
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4.6 Delivery of Agreements. On the Effective Date, the Company shall have delivered to the Representative executed copies of the Transaction Documents.
4.7 Unit Private Placement. On the Closing Date, the Unit Private Placement shall have been completed in accordance with Section 3.26.
4.8 Good Standing. The Representative shall have received on and as of (i) the Effective Date, and (ii) the Closing Date or the Option Closing Date, as the case may be, satisfactory evidence of the good standing of the Company in its jurisdiction of organization in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdiction.
5. Indemnification and Contribution.
5.1 Indemnification.
5.1.1 Indemnification of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective partners, members, directors, officers, employees and agents, and each person, if any, who controls each Underwriter or any affiliate within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “IndemnifiedPerson”) as follows:
(a) against any and all loss, liability, claim, damage and expense whatsoever, as reasonably incurred, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Preliminary Prospectus, Sale Preliminary Prospectus, any Testing-the-Waters Communication or the Prospectus or, in the event a Business Combination Advisor, in its sole judgment, may be deemed to be an underwriter of any Business Combination Securities, any Business Combination Securities Disclosure Document (or any amendment or supplement to the foregoing), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(b) against any and all loss, liability, claim, damage and expense whatsoever, as reasonably incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental authority, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 5.1.4) any such settlement is effected with the written consent of the Company, which consent shall not unreasonably be delayed, conditioned or withheld;
(c) against any and all claims, actions, suits, proceedings, damages, liabilities and expenses reasonably incurred by any of them (including the reasonable fees and expenses of counsel), as incurred, that are related to or arise out of any business combination marketing or capital markets advisory activities by any Underwriter on the Company’s behalf in connection with a Business Combination, provided that the Company will not, however, be responsible to an Indemnified Person for any portion of any such claim, action, suit, proceeding, damage, liability or expense that is finally judicially determined by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the bad faith, gross negligence or willful misconduct of the Indemnified Person seeking such indemnification; and
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(d) against any and all expense whatsoever (including the fees and disbursements of counsel), as reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental authority, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission (whether or not a party), to the extent that any such expense is not paid under (a), (b) or (c) above;
(e) provided, however, that the foregoing agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with the Underwriters’ Information (and, in connection with any Business Combination, similar information provided by or on behalf of the Business Combination Advisors expressly for use in any Business Combination Securities Disclosure Document).
5.1.2 Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 5.1.1, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any Preliminary Prospectus, the Sale Preliminary Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with the Underwriters’ Information.
5.1.3 Notifications and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 5.1 will, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 5.1, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from (i) any liability that it might have to any indemnified party otherwise than under this Section 5.1 and (ii) any liability that it may have to any indemnified party under the foregoing provision of this Section 5.1 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of, the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any other legal expenses except as provided below and except for the reasonable and documented out-of-pocket costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (A) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (B) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (C) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party), or (D) the indemnifying party has not in fact employed counsel to assume the defense of such action or counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable time after receiving notice of the commencement of the action; in each of which cases the reasonable and documented fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable and documented fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction (plus local counsel) at any one time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not, in any event, be liable for any settlement of any action or claim effected without its written consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 5 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (x) includes an express and unconditional release of each indemnified party, in form and substance reasonably satisfactory to such indemnified party, from all liability arising out of such litigation, investigation, proceeding or claim and (y) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.
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5.1.4 Settlement Without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 5.1.1(b) effected without its written consent if (i) such settlement is entered into more than forty-five (45) days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least thirty (30) days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
5.2 Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs of Section 5.1 is applicable in accordance with its terms but for any reason is held to be unavailable or insufficient from the Company or the Underwriters, the Company and the Underwriters will contribute to the total losses, claims, liabilities, expenses and damages reasonably incurred and documented (including any investigative, legal and other expenses reasonably incurred and documented in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any indemnified party may be subject in such proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand. The relative benefits received by the Company on the one hand and the Underwriters on the other hand shall be deemed to be in the same proportion as the total net proceeds from the sale of the Public Securities (before deducting expenses) received by the Company bear to the total compensation received by the Underwriters (before deducting expenses) from the sale of the Units on behalf of the Company. If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall be made in such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but also the relative fault of the Company, on the one hand, and the Underwriters, on the other hand, with respect to the statements or omissions that resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such offering. Such relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 5.2 were to be determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense or damage, or action in respect thereof, referred to above in this Section 5.2 shall be deemed to include, for the purpose of this Section 5.2, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim to the extent consistent with Section 5.1.3. Notwithstanding the foregoing provisions of Section 5.1 and this Section 5.2, each Underwriter shall not be required to contribute any amount in excess of the commissions actually received by it under this Agreement and no person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 5.2, any person who controls a party to this Agreement within the meaning of the Act, any affiliates of the respective Underwriters and any officers, directors, partners, employees or agents of the Underwriters or their respective affiliates, will have the same rights to contribution as that party, and each director of the Company and each officer of the Company who signed the Registration Statement will have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of commencement of any action against such party in respect of which a claim for contribution may be made under this Section 5.2, will notify any such party or parties from whom contribution may be sought, but the omission to so notify will not relieve that party or parties from whom contribution may be sought from any other obligation it or they may have under this Section 5.2 except to the extent that the failure to so notify such other party materially prejudiced the substantive rights or defenses of the party from whom contribution is sought. Except for a settlement entered into pursuant to the last sentence of Section 5.1.3, no party will be liable for contribution with respect to any action or claim settled without its written consent if such consent is required pursuant to Section 5.1.3.
6. Default by an Underwriter.
6.1 Default Not Exceeding 10% of Firm Units. If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Units and if the number of the Firm Units with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Units that all Underwriters have agreed to purchase hereunder, then such Firm Units to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.
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6.2 Default Exceeding 10% of Firm Units. In the event that the default addressed in Section 6.1 above relates to more than 10% of the Firm Units, the Representative may, in its discretion, arrange for it or for another party or parties satisfactory to the Company to purchase such Firm Units to which such default relates on the terms contained herein. If within one (1) Business Day after such default relating to more than 10% of the Firm Units the Representative do not arrange for the purchase of such Firm Units, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to the Representative to purchase said Firm Units on such terms. In the event that neither the Representative nor the Company arrange for the purchase of the Firm Units to which a default relates as provided in this Section 6, this Agreement may be terminated by the Representative or the Company without liability on the part of the Company (except as provided in Sections 3.10, 5, and 9.3 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder.
6.3 Postponement of Closing Date. In the event that the Firm Units to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the right to postpone the Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to effect whatever changes may thereby be made necessary in the Registration Statement and/or the Prospectus, as the case may be, or in any other documents and arrangements, and the Company agrees to file promptly any amendment to, or to supplement, the Registration Statement and/or the Prospectus, as the case may be, that in the reasonable opinion of counsel for the Underwriters may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a party to this Agreement with respect to such securities.
7. Additional Covenants.
7.1 Additional Shares or Options. The Company hereby agrees that, until the consummation of a Business Combination, it shall not issue any Ordinary Shares or any options or other securities convertible into Ordinary Shares, or any preferred shares or other securities of the Company that participate in any manner in the Trust Account or that vote as a class with the Ordinary Shares on a Business Combination.
7.2 Trust Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or prior to obtaining the services of any vendor to have such Target Business and/or vendor, as applicable, acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that: (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $150,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Shareholders in the event they elect to redeem Public Shares in connection with the consummation of a Business Combination, (ii) to the Public Shareholders in the event they elect to redeem Public Shares in connection with a shareholder vote to amend the Charter Documents to modify the substance and timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete its initial Business Combination within the completion window, (iii) to the Public Shareholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iv) to the Company after or concurrently with the consummation of a Business Combination; and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer and the approving vote of at least a majority of its Board of Directors.
7.3 Insider Letter. The Company shall not take any action or omit to take any action which would cause a breach of the Insider Letter and will not allow any amendments to, or waivers of, such Insider Letter without the prior written consent of the Representative, which consent shall not be unreasonably delayed, conditioned or withheld by the Representative.
7.4 Rule 419. The Company agrees that it will use its commercially reasonable efforts to prevent the Company from becoming subject to Rule 419 under the Act prior to the consummation of any Business Combination, including but not limited to using its commercially reasonable efforts to prevent any of the Company’s outstanding securities from being deemed to be a “penny stock” as defined in Rule 3a-51-1 under the Exchange Act during such period.
7.5 Tender Offer Documents, Proxy Materials and Other Information. The Company shall provide to the Representative or its counsel (if so instructed by the Representative) with ten (10) copies of all tender offer documents or proxy information and all related material filed with the Commission in connection with a Business Combination concurrently with such filing with the Commission. Documents filed with the Commission pursuant to its EDGAR system shall be deemed to have been provided to the Representative pursuant to this Section 7.5. In addition, the Company shall furnish any other state in which its initial public offering was registered, such information as may be requested by such state.
7.6 Emerging Growth Company. The Company shall promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any time prior to the completion of the distribution of the Securities within the meaning of the Act.
35
7.7 Target Net Assets. The Company agrees that, so long as the Company is listed on a national securities exchange, the Target Business that it acquires must have a fair market value equal to at least 80% of the balance in the Trust Account at the time of signing the definitive agreement for the Business Combination with such Target Business (excluding taxes payable and the Deferred Underwriting Commission). The fair market value of such business must be determined by the Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the Target Business meets such fair market value requirement, the Company will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. The Company is not required to obtain an opinion as to the fair market value if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value, provided that the Target Business is not affiliated with an Insider.
7.8 Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity agreements contained in Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriters, the Company or any controlling person, and shall survive termination of this Agreement or the issuance and delivery of the Public Securities to the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect.
7.9 Charter Documents. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of any of its Charter Documents.
8. Effective Date of This Agreement and Termination Thereof.
8.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement becomes effective.
8.2 Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date by notice given to the Company, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange (“NYSE”), the NYSE American, The Nasdaq Global Select Market, The Nasdaq Global Market, or The Nasdaq Capital Market or quotation on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction; or (iii) if the United States shall have become involved in a new war or a significant increase in existing major hostilities; or (iv) if a banking moratorium has been declared by a New York State or Federal authority; or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market; or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity (including, without limitation, a calamity relating to a public health matter or natural disaster) or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Units; or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder; or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation, as a result of terrorist activities or any other calamity (including, without limitation, a calamity relating to a public health matter or natural disaster) or crisis either within or outside the United States after the date hereof, or a significant increase in any of the foregoing, as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.
36
8.3 Expenses. In the event that this Agreement shall not be carried out for any reason other than solely because of the termination of this Agreement pursuant to Section 6 hereof, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the reasonable and documented out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3.10 hereof and (ii) the Company shall reimburse the Representative for any reasonable and documented out-of-pocket costs and expenses incurred in connection with enforcing any provisions of this Agreement.
8.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.
9. Miscellaneous.
9.1 Notices. All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed, delivered by hand or reputable overnight courier or delivered by facsimile or electronic transmission (with printed confirmation of receipt) and shall be deemed given when so emailed, delivered or faxed or if mailed, two days after such mailing.
If to the Representative:
Cohen & Company Capital Markets,
a division of Cohen & Company Securities, LLC
3 Columbus Circle, 24th Floor
New York, New York 10019
Attn: General Counsel
Email: gc@cohenandcompany.com
Copy (which copy shall not constitute notice) to:
Pillsbury Winthrop Shaw Pittman LLP
31W 52nd Street, 29th Floor
New York, New York 10019
Attn: Stephen Ashley, Esq.; Christopher Wing, Esq.
Email: stephen.ashley@pillsburylaw.com; christopher.wing@pillsburylaw.com
37
If to the Company:
Invest Green Acquisition Corporation
445 Park Avenue, 9th Floor
New York, NY 10022
Attn: Andrew McLean
Email: andrew@invest.green
Copy (which copy shall not constitute notice) to:
Greenberg Traurig, LLP
1750 Tysons Boulevard, Suite 1000
McLean, Virginia 22102
Attn: Jason Simon; Tricia Branker
Email: simonj@gtlaw.com; brankert@gtlaw.com
9.2 Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Agreement.
9.3 Amendment. This Agreement may only be amended by a written instrument executed by each of the parties hereto.
9.4 Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
9.5 Binding Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters, the Company and the controlling persons, directors, agents, partners, members, employees and officers referred to in Section 5 hereof, and their respective successors, legal representatives and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provisions herein contained. The term “successors and assigns” shall not include a purchaser, in its capacity as such, of securities from any of the Underwriters.
9.6 Waiver of Immunity. To the extent that the Company may be entitled in any jurisdiction in which judicial proceedings may at any time be commenced hereunder, to claim for itself or its revenues or assets any immunity, including sovereign immunity, from suit, jurisdiction, attachment in aid of execution of a judgment or prior to a judgment, execution of a judgment or any other legal process with respect to its obligations hereunder and to the extent that in any such jurisdiction there may be attributed to the Company such an immunity (whether or not claimed), the Company hereby irrevocably agrees not to claim and irrevocably waives such immunity to the maximum extent permitted by law.
38
9.7 Submission to Jurisdiction. Each of the Company and the Representative irrevocably submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
9.8 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
9.9 Execution in Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto. Delivery of a signed counterpart of this Agreement by facsimile, electronic mail (including pdf or any electronic signature complying with U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and valid and effective for all purposes.
9.10 Waiver. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
39
9.11 No Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Units pursuant to this Agreement is an arm’s-length commercial transaction pursuant to a contractual relationship between the Company and the Underwriters; (ii) in connection therewith and with the process leading to such transaction, each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company; (iii) the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering or the process leading thereto (irrespective of whether the Underwriters have advised or are currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the Offering, either before or after the date hereof; and (v) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. The Company and the Underwriters agree that they are each responsible for making their own independent judgment with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.
9.12 Recognition of the U.S. Special Resolution Regimes. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. For purposes of this Agreement, (a) “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (b) “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (c) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (d) “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
[Remainder of page intentionally left blank]
40
If the foregoing correctly sets forth the understanding between the Representative and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us.
| INVEST GREEN ACQUISITION CORPORATION | |
|---|---|
| By: | /s/ Andrew McLean |
| Name: Andrew McLean | |
| Title: Chief Executive Officer | |
| Accepted on the date first above written: | |
| COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF COHEN & COMPANY SECURITIES, LLC | |
| As Representative of the several Underwriters | |
| By: | /s/ Jerry Serowik |
| Name: Jerry Serowik | |
| Title: Senior Managing Director |
[Signature Page to Underwriting Agreement]
SCHEDULE A
Invest Green Acquisition Corporation
15,000,000 Units
| ****<br><br>Underwriters | Number of<br><br> Firm Units<br><br> to be<br><br> Purchased | |
|---|---|---|
| Cohen & Company Capital Markets | 15,000,000 | |
| Total | 15,000,000 |
SCHEDULE B
None.
Exhibit 3.1
COMPANIES ACT (AS AMENDED)
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
INVEST GREEN ACQUISITION CORPORATION
(adopted pursuant to special resolutions ofthe Company dated 26 November 2025 and effective on 26 November 2025)
| www.verify.gov.ky File#: 420484 | Filed: 26-Nov-2025 14:40 EST Auth Code: G66667417339 |
|---|
COMPANIES ACT (AS AMENDED)
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
INVEST GREEN ACQUISITION CORPORATION
(adopted pursuant to a special resolution ofthe Company dated 26 November 2025 and effective on 26 November 2025)
| 1. | The name of the Company is Invest Green Acquisition Corporation. |
|---|---|
| 2. | The registered office of the Company is at the offices of Mourant Governance<br>Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands or at such other place as<br>the Directors may from time to time decide. |
| --- | --- |
| 3. | The objects for which the Company is established are unrestricted and<br>the Company shall have full power and authority to carry out any object not prohibited by law as provided by Section 7(4) of the Companies<br>Act. |
| --- | --- |
| 4. | The Company shall have and be capable of exercising all the functions<br>of a natural person of full capacity irrespective of any question of corporate benefit as provided by Section 27(2) of the Companies Act. |
| --- | --- |
| 5. | Nothing in the preceding paragraphs shall be deemed to permit the Company<br>to carry on the business of a bank or trust company without being licensed in that behalf under the provisions of the Banks and Trust<br>Companies Act (as amended) of the Cayman Islands, or to carry on insurance business from within the Cayman Islands or the business of<br>an insurance manager, agent, sub-agent or broker without being licensed in that behalf under the provisions of the Insurance Act (as amended)<br>of the Cayman Islands, or to carry on the business of company management without being licensed in that behalf under the provisions of<br>the Companies Management Act (as amended) of the Cayman Islands. |
| --- | --- |
| www.verify.gov.ky File#: 420484 | Filed: 26-Nov-2025 14:40 EST Auth Code: G66667417339 |
| --- | --- |
| 6. | The Company will not trade in the Cayman Islands with any person, firm<br>or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands, provided that nothing in this<br>Memorandum of Association shall be construed as to prevent the Company from effecting and concluding contracts in the Cayman Islands,<br>and exercising in the Cayman Islands all of its powers necessary for the carrying on of business outside the Cayman Islands. |
| --- | --- |
| 7. | The liability of each member is limited to the amount from time to time<br>unpaid on such member’s shares. |
| --- | --- |
| 8. | The authorised share capital of the Company is US$55,500 divided into<br>500,000,000 Class A ordinary shares with a par value of US$0.0001 each, 50,000,000 Class B ordinary shares with a par value of US$0.0001<br>each and 5,000,000 preference shares with a par value of US$0.0001 each, with the power for the Company, insofar as is permitted by law<br>and the Articles of Association of the Company, to redeem, purchase or redesignate any of its shares and to increase or reduce the said<br>share capital subject to the Companies Act and the Articles of Association and to issue any part of its capital, whether original, redeemed<br>or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions<br>or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether declared to<br>be preference or otherwise shall be subject to the powers hereinbefore contained. |
| --- | --- |
| 9. | The Company may exercise the power contained in Section 206 of the Companies<br>Act to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction. |
| --- | --- |
| 10. | Capitalised terms that are not defined in this Memorandum of Association<br>bear the meanings given to those terms in the Articles of Association of the Company. |
| --- | --- |
| www.verify.gov.ky File#: 420484 | Filed: 26-Nov-2025 14:40 EST Auth Code: G66667417339 |
| --- | --- |
COMPANIES ACT (AS AMENDED)
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
INVEST GREEN ACQUISITION CORPORATION
(adopted pursuant to a special resolution ofthe Company dated 26 November 2025 and effective on 26 November 2025)
| www.verify.gov.ky File#: 420484 | Filed: 26-Nov-2025 14:40 EST Auth Code: G66667417339 |
|---|
TABLE OF CONTENTS
| ARTICLE | PAGE |
|---|---|
| TABLE A | 1 |
| DEFINITIONS AND INTERPRETATION | 1 |
| COMMENCEMENT OF BUSINESS | 6 |
| SITUATION OF REGISTERED OFFICE | 6 |
| SHARES | 6 |
| ISSUE OF SHARES | 7 |
| SHARE RIGHTS | 8 |
| CLASS B SHARE CONVERSION | 8 |
| REDEMPTION, PURCHASE AND SURRENDER OF SHARES | 9 |
| TREASURY SHARES | 10 |
| MODIFICATION OF RIGHTS | 11 |
| COMMISSION ON SALES OF SHARES | 12 |
| SHARE CERTIFICATES | 12 |
| TRANSFER AND TRANSMISSION OF SHARES | 12 |
| LIEN | 14 |
| CALL ON SHARES | 14 |
| FORFEITURE OF SHARES | 15 |
| ALTERATION OF SHARE CAPITAL | 16 |
| GENERAL MEETINGS | 17 |
| NOTICE OF GENERAL MEETINGS | 17 |
| PROCEEDINGS AT GENERAL MEETINGS | 18 |
| VOTES OF SHAREHOLDERS | 20 |
| CLEARING HOUSES | 22 |
| WRITTEN RESOLUTIONS OF SHAREHOLDERS | 22 |
| DIRECTORS | 22 |
| TRANSACTIONS WITH DIRECTORS | 25 |
| POWERS OF DIRECTORS | 26 |
| PROCEEDINGS OF DIRECTORS | 27 |
| WRITTEN RESOLUTIONS OF DIRECTORS | 28 |
| PRESUMPTION OF ASSENT | 29 |
| BORROWING POWERS | 29 |
| SECRETARY | 29 |
| THE SEAL | 29 |
| DIVIDENDS, DISTRIBUTIONS AND RESERVES | 30 |
| SHARE PREMIUM ACCOUNT | 31 |
| ACCOUNTS | 31 |
| AUDIT | 31 |
| NOTICES | 32 |
| WINDING UP AND FINAL DISTRIBUTION OF ASSETS | 33 |
| INDEMNITY | 34 |
| DISCLOSURE | 34 |
| BUSINESS COMBINATION | 34 |
| BUSINESS OPPORTUNITIES | 38 |
| CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE | 38 |
| REGISTRATION BY WAY OF CONTINUATION | 39 |
| FINANCIAL YEAR | 39 |
| AMENDMENTS TO MEMORANDUM AND ARTICLES OF ASSOCIATION | 39 |
| CAYMAN ISLANDS DATA PROTECTION | 39 |
| EXCLUSIVE JURISDICTION AND FORUM | 40 |
| i |  |
| --- | --- |
| www.verify.gov.ky File#: 420484 | Filed: 26-Nov-2025 14:40 ESTAuth Code: G66667417339 |
COMPANIES ACT (AS AMENDED)
COMPANY LIMITEDBY SHARES
AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
INVEST GREEN ACQUISITION CORPORATION
(adopted pursuant to a special resolution ofthe Company dated 26 November 2025 and effective on 26 November 2025)
TABLE A
| 1. | In these Articles, the regulations contained in Table A in the First<br>Schedule to the Companies Act (as defined below) do not apply except insofar as they are repeated or contained in these Articles. |
|---|
DEFINITIONS AND INTERPRETATION
| 2. | In these Articles the following words and expressions shall have the<br>meanings set out below save where the context otherwise requires: |
|---|---|
| Applicable Law | with respect to any person, all applicable provisions of all constitutions, treaties, statutes, laws (including the common law), codes, rules, regulations, ordinances or orders of any Governmental Authority, and any orders, decisions, injunctions, awards and decrees of or agreements with any Governmental Authority; |
| --- | --- |
| Affiliate | in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity (and Affiliated shall have a corresponding meaning); |
| 1 | |
| --- | --- |
| www.verify.gov.ky File#: 420484 | Filed: 26-Nov-2025 14:40 EST Auth Code: G66667417339 |
| Articles | these articles of association of the Company, as amended or amended and restated from time to time by Special Resolution; |
| --- | --- |
| Audit Committee | the audit committee of the board of directors of the Company established pursuant to Article 170, or any successor audit committee; |
| Auditors | the auditor or auditors for the time being of the Company; |
| Board of Directors | the Directors assembled as a board or assembled as a committee appointed by that board; |
| Business Combination | a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or assets (the target business), which Business Combination: (a) must occur with one or more target businesses that together have an aggregate fair market value of at least eighty per cent (80%) of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of entering into the definitive agreement to enter into a Business Combination; (b) must not be effectuated solely with another blank cheque company or a similar company with nominal operations; and (c) must only be effectuated if the post-business combination company in which the holders of the Public Shares will own or acquire fifty per cent (50%) or more of the issued and outstanding voting securities of the target business sufficient for it not to be required to register as an investment company under the U.S. Investment Company Act of 1940; |
| Business Combination Provisions | has the meaning given in Article 187; |
| Class or Classes | any class or classes of Shares as may from time to time be issued by the Company; |
| Class A Share | a Class A ordinary share with a par value of US$0.0001 in the share capital of the Company; |
| Class B Share | a Class B ordinary share with a par value of US$0.0001 in the share capital of the Company; |
| Class B Share Conversion | the conversion of Class B Shares in accordance with these Articles; |
| Companies Act | the Companies Act (as amended) of the Cayman Islands; |
| Company | the above-named company; |
| Designated Stock Exchange | means any national securities exchange or automated system on which the Company’s securities are traded, including, but not limited to, NASDAQ Global Market, The New York Stock Exchange or any over-the-counter (OTC) market; |
| Directors | the directors of the Company for the time being; |
| Dividend | any dividend (whether interim or final) resolved to be paid on Shares pursuant to these Articles; |
| DPA | has the meaning given in Article 211; |
| Electronic Record | has the same meaning as in the Electronic Transactions Act; |
| Electronic Transactions Act | the Electronic Transactions Act (as amended) of the Cayman Islands; |
| Equity-linked Securities | any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including, but not limited to, a private placement of equity or debt; |
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| Founders | the Sponsor and all other Shareholders immediately prior to the consummation of the IPO; |
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| Governmental Authority | any nation or government or any province or state or any other political subdivision thereof, or any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any court, tribunal, government authority, agency, department, board, commission or instrumentality or any political subdivision thereof, any court, tribunal or arbitrator, and any self-regulatory organisation; |
| Independent Directors | has the meaning prescribed pursuant to the rules and regulations of the Designated Stock Exchange; |
| Initial Conversion Ratio | has the meaning given in Article 23; |
| IPO | the Company’s initial public offering of securities; |
| IPO Redemption | has the meaning given in Article 192; |
| Memorandum | the memorandum of association of the Company, as amended or amended and restated from time to time by Special Resolution; |
| Ordinary Resolution | a resolution: |
| (a) | |
| (b) | |
| Over-Allotment Option | means the option of the Underwriter(s) to purchase additional units to cover over-allotments of units at a price equal to US10.00 per unit, less underwriting discounts and commissions; |
| paid up | paid up as to the par value and any premium payable in respect of the issue of any Shares and includes credited as paid up; |
| person | any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having separate legal personality) or any of them as the context so requires; |
| Personal Data | has the meaning given in Article 211; |
| Preference Share | a preference share of a par value of US0.0001 in the share capital of the Company; |
| Public Share | a Class A Share issued as part of the units issued in the IPO; |
All values are in US Dollars.
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| Redemption Price | has the meaning given in Article 192; | |
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| Register of Members | the register of Shareholders to be kept pursuant to these Articles; | |
| Registered Office | the registered office of the Company for the time being; | |
| Seal | the common seal of the Company including any duplicate seal; | |
| SEC | the United States Securities and Exchange Commission; | |
| Secretary | any person appointed by the Directors to perform any of the duties of the secretary of the Company, including a joint, assistant or deputy secretary; | |
| Series | a series of a Class as may from time to time be issued by the Company; | |
| Share | means a Class A Share, a Class B Share or a Preference Share and includes a fraction of a share in the Company; | |
| Shareholder | any person registered in the Register of Members as the holder of Shares of the Company and, where two or more persons are so registered as the joint holders of such Shares, the person whose name stands first in the Register of Members as one of such joint holders; | |
| Share Premium Account | the share premium account established in accordance with these Articles and the Companies Act; | |
| signed | includes an electronic signature and a signature or representation of a signature affixed by mechanical means; | |
| Special Resolution | has the same meaning as in the Companies Act, being a resolution: | |
| (a) | passed by a majority of not less than two-thirds (or, with respect to amending Article 118, Article 123, Article 127(g) or Article 208 prior to the consummation of a Business Combination, a majority of not less than 90% of the votes cast at a general meeting) of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Shareholder is entitled; or | |
| (b) | approved in writing by all of the Shareholders entitled to vote at a general meeting in one or more instruments each signed by one or more of the Shareholders and the effective date of the special resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed; | |
| Sponsor | IG SPAC Sponsor LLC, a Delaware limited liability company; | |
| Treasury Shares | Shares that were previously issued but were purchased, redeemed, surrendered or otherwise acquired by the Company and not cancelled; | |
| Trust Account | the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO, together with certain of the proceeds of a private placement of securities simultaneously with the closing of the IPO, will be deposited; | |
| Underwriter | an underwriter of the IPO from time to time and any successor underwriter; and | |
| U.S. Exchange Act | the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time. | |
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| 3. | In these Articles, unless there be something in the subject or context<br>inconsistent with such construction: | |
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| (a) | words importing the singular number shall include the plural number and vice versa; | |
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| (b) | words importing a gender shall include other genders; | |
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| (c) | words importing persons only shall include companies, partnerships, trusts or associations or bodies of<br>persons, whether corporate or not; | |
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| (d) | the word “may” shall be construed as permissive and the word “shall” shall be construed<br>as imperative; | |
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| (e) | the word “year” shall mean calendar year, the word “quarter” shall mean calendar quarter<br>and the word “month” shall mean calendar month; | |
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| (f) | a reference to a “dollar” or “$” is a reference to the legal currency of the United<br>States of America; | |
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| (g) | a reference to any enactment includes a reference to any modification or re-enactment thereof for the<br>time being in force; | |
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| (h) | a reference to any meeting (whether of the Directors, a committee appointed by the Board of Directors<br>or the Shareholders or any class of Shareholders) includes any adjournment of that meeting; | |
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| (i) | the term “clear days” in relation to the period of a notice means that period excluding the<br>day when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect; | |
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| (j) | Sections 8 and 19 of the Electronic Transactions Act shall not apply; and | |
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| (k) | a reference to “written” or “in writing” includes a reference to all modes of representing<br>or reproducing words in visible form, including in the form of an Electronic Record. | |
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| 4. | Subject to the two preceding Articles, any words defined in the Companies<br>Act shall, if not inconsistent with the subject or context, bear the same meaning in these Articles. | |
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| 5. | The table of contents to and the headings in these Articles are for<br>convenience of reference only and are to be ignored in construing these Articles. | |
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COMMENCEMENT OF BUSINESS
| 6. | The business of the Company may be commenced as soon after incorporation<br>as the Board of Directors shall see fit. |
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SITUATION OF REGISTERED OFFICE
| 7. | The Registered Office shall be at such address in the Cayman Islands<br>as the Directors shall from time to time determine. The Company, in addition to the Registered Office, may establish and maintain such<br>other offices and places of business and agencies in such places as the Directors may from time to time determine. |
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SHARES
| 8. | The Directors may impose such restrictions as they think necessary on<br>the offer and sale of any Shares. |
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| 9. | The Directors may in their absolute discretion refuse to accept any<br>application for Shares and may accept any application in whole or in part. |
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| 10. | The Company may on any issue of Shares deduct any sales charge or subscription<br>fee from the amount subscribed for the Shares. |
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| 11. | No person shall be recognised by the Company as holding any Share upon<br>any trust, and the Company shall not be bound by or recognise (even when having notice thereof) any equitable, contingent, future or partial<br>interest in any Share, or (except as otherwise provided by these Articles or as required by law) any other right in respect of any Share<br>except an absolute right thereto in the registered holder. |
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| 12. | The Directors shall keep or cause to be kept a Register of Members as<br>required by the Companies Act at such place or places as the Directors may from time to time determine, and in the absence of any such<br>determination, the Register of Members shall be kept at the Registered Office. |
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| 13. | The Directors in each year shall prepare or cause to be prepared an<br>annual return and declaration setting forth the particulars required by the Companies Act in respect of exempted companies and deliver<br>a copy thereof to the Registrar of Companies in the Cayman Islands. |
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| 14. | The Company shall not issue Shares to bearer. |
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ISSUE OF SHARES
| 15. | Subject to the provisions, if any, in the Memorandum (and to any direction<br>that may be given by the Company in general meeting) and, where applicable, the rules and regulations of the Designated Stock Exchange,<br>the SEC and/or any other competent regulatory authority or otherwise under Applicable Law, without prejudice to any rights attached to<br>any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share)<br>with or without preferred, deferred or other rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise<br>and to such persons, at such times and on such other terms as they think proper, and may also (subject to the Companies Act and these<br>Articles) vary such rights, and for such purposes the Directors may reserve an appropriate number of Shares for the time being unissued;<br>save that the Directors shall not allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) to<br>the extent that it may affect the ability of the Company to carry out a Class B Share Conversion as set out in these Articles. |
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| 16. | The Company may issue rights, options, warrants or convertible securities<br>or securities of a similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares<br>or other securities in the Company, upon such terms as the Directors may from time to time determine, and for such purposes the Directors<br>may reserve an appropriate number of Shares for the time being unissued. |
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| 17. | The Company may issue units of securities in the Company, which may<br>be comprised of whole or fractional Shares, rights, options, warrants or convertible securities or securities of similar nature conferring<br>the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company, upon<br>such terms as the Directors may from time to time determine. The securities comprising any such units which are issued pursuant to the<br>IPO can only be traded separately from one another on the 52nd day following the date of the prospectus relating to the IPO unless the<br>Underwriter determines that an earlier date is acceptable, subject to the Company having filed a current report on Form 8-K with the SEC<br>and a press release announcing when such separate trading will begin. Prior to such date, the units can be traded, but the securities<br>comprising such units cannot be traded separately from one another. |
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| 18. | Subject to Article 40, the Directors, or the Shareholders by Ordinary<br>Resolution, may authorise the division of Shares into any number of Classes and sub-classes and Series and sub-series and the different<br>Classes and sub-classes and Series and sub-series shall be authorised, established and designated (or re-designated as the case may be)<br>and the variations in the relative rights (including, without limitation, voting, dividend and redemption rights), restrictions, preferences,<br>privileges and payment obligations as between the different Classes and Series (if any) may be fixed and determined by the Directors or<br>the Shareholders by Ordinary Resolution. |
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| 19. | The Directors may issue fractions of a Share and, if so issued, a fraction<br>of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium,<br>calls or otherwise howsoever), limitations, preferences, privileges, qualifications, restrictions, rights (including without prejudice<br>to the foregoing generality, voting and participation rights) and other attributes of a Share. If more than one fraction of a Share is<br>issued to or acquired by the same Shareholder, such fractions shall be accumulated. |
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| 20. | The premium arising on all issues of Shares shall be held in the Share<br>Premium Account established in accordance with these Articles. |
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| 21. | Payment for Shares shall be made at such time and place and to such<br>person on behalf of the Company as the Directors may from time to time determine. Payment for any Shares shall be made in such currency<br>as the Directors may determine from time to time, provided that the Directors shall have the discretion to accept payment in any other<br>currency or in kind or a combination of cash and in kind. |
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SHARE RIGHTS
| 22. | With the exception that the holder of a Class B Share shall have the<br>conversion rights referred to in Article 23, the Director appointment and removal rights referred to in Article 118 and except as otherwise<br>specified in these Articles or required by law, the rights attaching to all Class A Shares and Class B Shares shall rank pari passu in<br>all respects, and the Class A Shares and Class B Shares shall vote together as a single class on all matters. |
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CLASS B SHARE CONVERSION
| 23. | Subject to Article 24, Class B Shares shall automatically on the day<br>of the closing of the initial Business Combination, or earlier at the option of the holder of such Class B Shares, convert into Class<br>A Shares on a one-for-one basis (the Initial Conversion Ratio). |
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| 24. | Notwithstanding the Initial Conversion Ratio, in the event that additional<br>Class A Shares or any other Equity-linked Securities, are issued, or deemed issued, in excess of the amounts issued in the IPO (including<br>pursuant to the Over-Allotment Option) and related to or in connection with the closing of a Business Combination, all Class B Shares<br>in issue shall automatically convert into Class A Shares at the time of the closing of a Business Combination, and the ratio for which<br>the Class B Shares shall convert into Class A Shares will be adjusted so that the number of Class A Shares issuable upon conversion of<br>all Class B Shares will equal, in the aggregate, approximately twenty-five per cent (25%) of the sum of: |
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| (a) | the total number of all Class A Shares in issue upon completion of the IPO (excluding any Class A Shares<br>underlying the private placement units issued in a private placement of securities simultaneously with the closing of the IPO); plus |
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| (b) | all Class A Shares and Equity-linked Securities issued or deemed issued related to or in connection with<br>the closing of a Business Combination, excluding (i) any Shares or Equity-linked Securities issued, or to be issued, to any seller in<br>a Business Combination and (ii) any private placement-equivalent securities issued to the Sponsor, its Affiliates or any Director or officer<br>of the Company upon the conversion of working capital loans made to the Company; minus |
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| (c) | the number of Public Shares redeemed in connection with (i) any amendment to these Articles prior to a<br>Business Combination pursuant to Article 194(b), or (ii) a Business Combination. |
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| 25. | Notwithstanding anything to the contrary contained herein, the foregoing<br>adjustment to the Initial Conversion Ratio may be waived as to any particular issuance or deemed issuance of additional Class A Shares<br>or Equity-linked Securities by the written consent or agreement of holders of a majority of the Class B Shares then in issue consenting<br>or agreeing separately as a separate class in the manner provided in Articles 40 to 42. |
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| 26. | The foregoing conversion ratio for Class B Shares shall also be adjusted<br>to account for any subdivision (by share split, subdivision, exchange, capitalisation, rights issue, reclassification, recapitalisation<br>or otherwise) or combination (by reverse share split, share consolidation, exchange, reclassification, recapitalisation or otherwise)<br>or similar reclassification or recapitalisation of the Class A Shares in issue into a greater or lesser number of shares occurring after<br>the adoption of these Articles without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalisation<br>of the Class B Shares in issue. |
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| 27. | Each Class B Share shall convert into its pro rata number of Class A<br>Shares as set forth in this Article 27. The pro rata share for each holder of Class B Shares will be determined as follows: each Class<br>B Share shall convert into such number of Class A Shares as is equal to the product of 1 multiplied by a fraction, the numerator of which<br>shall be the total number of Class A Shares into which all of the Class B Shares in issue shall be converted pursuant to these Articles<br>and the denominator of which shall be the total number of Class B Shares in issue at the time of conversion. |
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| 28. | Notwithstanding anything to the contrary in these Articles, in no event<br>may any Class B Share convert into Class A Shares at a ratio that is less than one-for-one. |
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| 29. | References in Articles 23 to 28 to converted,<br>conversion or exchange shall mean the compulsory redemption<br>without notice of Class B Shares of any Shareholder and, on behalf of such Shareholders, automatic application of such redemption proceeds<br>in paying for such new Class A Shares into which the Class B Shares have been converted or exchanged at a price per Class B Share necessary<br>to give effect to a conversion or exchange calculated on the basis that the Class A Shares to be issued as part of the conversion or exchange<br>will be issued at par. The Class A Shares to be issued on an exchange or conversion shall be registered in the name of such Shareholder<br>or in such name as the Shareholder may direct. |
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REDEMPTION, PURCHASE AND SURRENDER OF SHARES
| 30. | Subject to the Companies Act and the rules of the Designated Stock Exchange,<br>the Company may: |
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| (a) | issue Shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company<br>or the Shareholder on such terms and in such manner as the Directors may determine; |
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| (b) | purchase its own Shares (including any redeemable Shares) on such terms and in such manner as the Directors<br>may determine and agree with the Shareholder; |
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| (c) | make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by<br>the Companies Act, including out of its capital; and |
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| (d) | accept the surrender for no consideration of any paid up Share (including any redeemable Share) on such<br>terms and in such manner as the Directors may determine. |
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| 31. | With respect to redeeming or repurchasing the Shares: |
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| (a) | Shareholders who hold Public Shares are entitled to request the redemption of such Shares in the circumstances<br>described in these Articles; |
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| (b) | Shares held by the Founders shall be surrendered for no consideration to the extent that the Over-Allotment<br>Option is not exercised in full so that the Founders will own, on an as converted basis, approximately 25 per cent of the Company’s issued<br>Shares after the IPO (exclusive of any securities purchased in any private placement simultaneously with, or prior to, the closing of<br>the IPO and assuming the Founders do not purchase any Public Shares in the IPO); and |
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| (c) | Public Shares shall be repurchased by way of tender offer in the circumstances set out in these Articles. |
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| 32. | The redemptions and repurchases of Shares in the circumstances described<br>in Article 31 above shall not require further approval of the Shareholders. |
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| 33. | Any Share in respect of which notice of redemption has been given shall<br>not be entitled to participate in the profits of the Company in respect of the period after the date specified as the date of redemption<br>in the notice of redemption. |
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| 34. | The redemption, purchase or surrender of any Share shall not be deemed<br>to give rise to the redemption, purchase or surrender of any other Share. |
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| 35. | The Directors may when making payments in respect of redemption or purchase<br>of Shares, if authorised by the terms of issue of the Shares being redeemed or purchased or with the agreement of the holder of such Shares,<br>make such payment either in cash or in specie including, without limitation, interests in a special purpose vehicle holding assets of<br>the Company or holding entitlement to the proceeds of assets held by the Company or in a liquidating structure. |
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TREASURY SHARES
| 36. | Shares that the Company purchases, redeems or acquires (by way of surrender<br>or otherwise) may, at the option of the Company, be cancelled immediately or held as Treasury Shares in accordance with the Companies<br>Act. In the event that the Directors do not specify that the relevant Shares are to be held as Treasury Shares, such Shares shall be cancelled. |
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| 37. | No dividend may be declared or paid, and no other distribution (whether<br>in cash or otherwise) of the Company’s assets (including any distribution of assets to Shareholders on a winding up) may be declared or<br>paid in respect of a Treasury Share. |
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| 38. | The Company shall be entered in the Register of Members as the holder<br>of the Treasury Shares provided that: |
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| (a) | the Company shall not be treated as a Shareholder for any purpose and shall not exercise any right in<br>respect of the Treasury Shares, and any purported exercise of such a right shall be void; and |
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| (b) | a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not<br>be counted in determining the total number of issued shares at any given time, whether for the purposes of these Articles or the Companies<br>Act, save that an allotment of Shares as fully paid bonus shares in respect of Treasury Shares is permitted and Shares allotted as fully<br>paid bonus shares in respect of Treasury Shares shall be treated as Treasury Shares. |
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| 39. | Treasury Shares may be disposed of by the Company on any terms and conditions<br>as determined by the Directors. |
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MODIFICATION OF RIGHTS
| 40. | If at any time the share capital of the Company is divided into different<br>classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may,<br>whether or not the Company is being wound up, be varied without the consent in writing of the holders of the issued Shares of that class<br>where such variation is considered by the Directors not to have a material adverse effect upon such rights; otherwise, any such variation<br>shall be made only with the consent in writing of the holders of not less than two thirds of the issued Shares of that class, or with<br>the approval of a resolution passed by a majority of not less than two thirds of the votes cast at a separate meeting of the holders of<br>the Shares of that class, which as stated therein shall only require the consent in writing of the holders of a majority of the issued<br>Shares of that class). For the avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation may not have<br>a material adverse effect, to obtain consent from the holders of Shares of the relevant class. To any such meeting all the provisions<br>of these Articles relating to general meetings shall apply mutatis mutandis, except that the necessary quorum shall be one or more<br>persons holding or representing by proxy at least one third in nominal or par value amount of the issued Shares of the class (but so that<br>if at any adjourned meeting of such holders a quorum as above defined is not present, those Shareholders who are present shall form a<br>quorum) and that any holder of Shares of the class present in person or by proxy may demand a poll. |
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| 41. | For the purposes of a separate class meeting, the Directors may treat<br>two or more or all the classes of Shares as forming one class of Shares if the Directors consider that such class of Shares would be affected<br>in the same way by the proposals under consideration, but in any other case shall treat them as separate classes of Shares. |
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| 42. | The provisions of these Articles relating to general meetings shall<br>apply to every class meeting of the holders of one class of Shares except that the necessary quorum shall be one or more Shareholders<br>holding or representing by proxy at least one third in par value of the issued Shares of the class and that any holder of Shares<br>of the class present in person or by proxy may demand a poll. |
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| 43. | The rights conferred upon the holders of the Shares of any class issued<br>with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed<br>to be varied by the creation or issue of further Shares ranking pari passu therewith, any variation of the rights conferred upon the holders<br>of Shares of any other class, or the redemption or purchase of any Shares of any class by the Company. |
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COMMISSION ON SALES OF SHARES
| 44. | The Company may, in so far as the Companies Act permits, pay a commission<br>to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) or procuring or agreeing<br>to procure subscriptions (whether absolutely or conditionally) for any Shares. Such commissions may be satisfied by the payment of cash<br>and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage as may be lawful. |
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SHARE CERTIFICATES
| 45. | The Shares will be issued in fully registered, book-entry form. A Shareholder<br>shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates representing<br>Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other<br>person authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s) affixed by<br>mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to<br>which they relate. All certificates surrendered to the Company for transfer shall be cancelled and, subject to these Articles, no new<br>certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and<br>cancelled. |
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| 46. | If a share certificate is defaced, worn out lost or destroyed it may<br>be renewed on such terms (if any) as to evidence and indemnity and on payment of such fee, if any, and on such terms if any, as to evidence<br>and obligations to indemnify the Company as the Board of Directors may determine and (in the case of defacement or wearing out) upon delivery<br>of the old certificate. |
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| 47. | Every share certificate sent in accordance with these Articles will<br>be sent at the risk of the Shareholder or other person entitled to the certificate. The Company will not be responsible for any share<br>certificate lost or delayed in the course of delivery. |
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| 48. | Every share certificate of the Company shall bear legends required under<br>Applicable Law, including the U.S. Exchange Act. |
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TRANSFER AND TRANSMISSION OF SHARES
| 49. | Subject to these Articles and the rules or regulations of the Designated<br>Stock Exchange or any relevant rules of the SEC or securities laws (including, but not limited to the U.S. Exchange Act), a Shareholder<br>may transfer all or any of his, her or its Shares. |
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| 50. | The instrument of transfer of any Share shall be in: (a) any usual or<br>common form; (b) such form as is prescribed by the Designated Stock Exchange; or (c) any other form as the Directors may determine, and<br>shall be executed by or on behalf of the transferor and if in respect of a nil or partly paid up Share, or if so required by the Directors,<br>shall also be executed on behalf of the transferee and shall be accompanied by the certificate (if any) of the Shares to which it relates<br>and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor<br>shall be deemed to remain the holder of a Share until the name of the transferee is entered in the Register of Members in respect of the<br>relevant Shares. |
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| 51. | Subject to the terms of issue thereof and the rules or regulations of<br>the Designated Stock Exchange or any relevant rules of the SEC or securities laws (including, but not limited to, the US Securities Act<br>of 1933, as amended), the Directors may determine to decline to register any transfer of Shares without assigning any reason therefor.<br>If the Shares in question were issued in conjunction with rights, options or warrants issued pursuant to these Articles on terms that<br>one cannot be transferred without the other, the Directors shall refuse to register the transfer of any such Share without evidence satisfactory<br>to them of the like transfer of such option or warrant. |
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| 52. | The registration and transfer of Shares may be suspended at such times<br>and for such periods as the Directors may from time to time determine. |
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| 53. | All instruments of transfer which are registered shall be retained by<br>the Company, but any instrument of transfer which the Directors may decline to register shall (except in any case of fraud) be returned<br>to the person depositing the same. |
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| 54. | In case of the death of a Shareholder, the survivors or survivor (where<br>the deceased was a joint holder) and the executors or administrators of the deceased where the deceased was the sole or only surviving<br>holder, shall be the only persons recognised by the Company as having title to the deceased’s interest in the Shares, but nothing in this<br>Article shall release the estate of the deceased holder whether sole or joint from any liability in respect of any Share solely or jointly<br>held by the deceased. |
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| 55. | Any guardian of an infant Shareholder and any curator or other legal<br>representative of a Shareholder under legal disability and any person entitled to a share in consequence of the death or bankruptcy of<br>a Shareholder shall, upon producing such evidence of title as the Directors may require, have the right either to be registered as the<br>holder of the Share or to make such transfer thereof as the deceased or bankrupt Shareholder could have made, but the Directors shall<br>in either case have the same right to refuse or suspend registration as they would have had in the case of a transfer of the Shares by<br>the infant or by the deceased or bankrupt Shareholder before the death or bankruptcy or by the Shareholder under legal disability before<br>such disability. |
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| 56. | A person so becoming entitled to a Share in consequence of the death<br>or bankruptcy of a Shareholder shall have the right to receive and may give a discharge for all dividends and other money payable or other<br>advantages due on or in respect of the Share, but such person shall not be entitled to receive notice of or to attend or vote at meetings<br>of the Company, or save as aforesaid, to any of the rights or privileges of a Shareholder unless and until such person shall be registered<br>as a Shareholder in respect of the Share provided always that the Directors may at any time give notice requiring any such person to elect<br>either to be registered or to transfer the Share and if the notice is not complied with within ninety (90) days the Directors may thereafter<br>withhold all dividends or other monies payable or other advantages due in respect of the Share until the requirements of the notice have<br>been complied with. |
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LIEN
| 57. | The Company shall have a first and paramount lien on all Shares (whether<br>fully paid-up or not) registered in the name of a Shareholder (whether solely or jointly with others) for all debts, liabilities or engagements<br>to or with the Company (whether presently payable or not) by such Shareholder or the Shareholder’s estate, either alone or jointly with<br>any other person, whether a Shareholder or not, but the Directors may at any time declare any Share to be wholly or in part exempt from<br>the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company’s lien thereon.<br>The Company’s lien on a Share shall also extend to any amount payable in respect of that Share. |
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| 58. | The Company may sell, in such manner as the Directors think fit, any<br>Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen<br>(14) clear days after notice has been given to the holder of the Shares, or to the person entitled to it in consequence of the death or<br>bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold. |
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| 59. | To give effect to any such sale the Directors may authorise any person<br>to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or the<br>purchaser’s nominee shall be registered as the holder of the Shares comprised in any such transfer, and the purchaser shall not be bound<br>to see to the application of the purchase money, nor shall the purchaser’s title to the Shares be affected by any irregularity or invalidity<br>in the sale or the exercise of the Company’s power of sale under these Articles. |
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| 60. | The net proceeds of such sale, after payment of costs, shall be applied<br>in payment of such part of the amount in respect of which the lien exists as is presently payable and any residue shall (subject to a<br>like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the<br>date of the sale. |
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CALL ON SHARES
| 61. | Subject to the terms of the allotment the Directors may from time to<br>time make calls upon the Shareholders in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and<br>each Shareholder shall (subject to receiving at least fourteen (14) days’ notice specifying the time or times of payment) pay to the Company<br>at the time or times so specified the amount called on the Shares. A call may be revoked or postponed as the Directors may determine.<br>A call may be required to be paid by instalments. A person upon whom a call is made shall remain liable for calls made upon them notwithstanding<br>the subsequent transfer of the Shares in respect of which the call was made. |
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| 62. | A call shall be deemed to have been made at the time when the resolution<br>of the Directors authorising such call was passed. |
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| 63. | The joint holders of a Share shall be jointly and severally liable to<br>pay all calls in respect thereof. |
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| 64. | If a call remains unpaid after it has become due and payable, the person<br>from whom it is due shall pay interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the<br>Directors may determine, but the Directors may waive payment of the interest wholly or in part. |
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| 65. | An amount payable in respect of a Share on allotment or at any fixed<br>date, whether on account of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all<br>the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call. |
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| 66. | The Directors may issue Shares with different terms as to the amount<br>and times of payment of calls, or the interest to be paid. |
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| 67. | The Directors may, if they think fit, receive an amount from any Shareholder<br>willing to advance all or any part of the monies uncalled and unpaid upon any Shares held by such Shareholder, and may (until the amount<br>would otherwise become payable) pay interest at such rate as may be agreed upon between the Directors and the Shareholder paying such<br>amount in advance. |
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| 68. | No such amount paid in advance of calls shall entitle the Shareholder<br>paying such amount to any portion of a dividend declared in respect of any period prior to the date upon which such amount would, but<br>for such payment, become payable. |
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FORFEITURE OF SHARES
| 69. | If a call remains unpaid after it has become due and payable the Directors<br>may give to the person from whom it is due not less than fourteen (14) clear days’ notice requiring payment of the amount unpaid together<br>with any interest which may have accrued. The notice shall specify where payment is to be made and shall state that if the notice is not<br>complied with the Shares in respect of which the call was made will be liable to be forfeited. |
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| 70. | If the notice is not complied with any Share in respect of which it<br>was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture<br>shall include all dividends or other monies declared payable in respect of the forfeited Share and not paid before the forfeiture. |
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| 71. | A forfeited Share may be sold, re-allotted or otherwise disposed of<br>on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture<br>may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred<br>to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. |
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| 72. | A person any of whose Shares have been forfeited shall cease to be a<br>Shareholder in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall<br>remain liable to pay to the Company all monies which at the date of forfeiture were payable by such person to the Company in respect of<br>those Shares together with interest, but such person’s liability shall cease if and when the Company shall have received payment in full<br>of all monies due and payable by such person in respect of those Shares. |
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| 73. | A certificate in writing under the hand of one Director or officer of<br>the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the fact as against all persons claiming<br>to be entitled to the Share. The certificate shall (subject to the execution of any instrument of transfer) constitute a good title to<br>the Share and the person to whom the Share is disposed of shall not be bound to see to the application of the purchase money, if any,<br>nor shall such person’s title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture,<br>sale or disposal of the Share. |
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| 74. | The provisions of these Articles as to forfeiture shall apply in the<br>case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par<br>value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified. |
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ALTERATION OF SHARE CAPITAL
| 75. | The Company may from time to time by Ordinary Resolution increase its<br>share capital by such sum to be divided into Shares of such classes and amounts, with such rights, priorities and privileges annexed thereto<br>as the resolution shall prescribe. |
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| 76. | All new Shares shall be subject to the provisions of these Articles<br>with reference to transfer, transmission and otherwise. |
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| 77. | Subject to the Companies Act, the Company may by Special Resolution<br>from time to time reduce its share capital in any way, and in particular, without prejudice to the generality of the foregoing power,<br>may: |
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| (a) | cancel any paid-up share capital which is lost, or which is not represented by available assets; or |
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| (b) | pay off any paid-up share capital which is in excess of the requirements of the Company, |
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and may, if and so far as is necessary, alter the Memorandum by reducing the amounts of its share capital and of its Shares accordingly.
| 78. | The Company may from time to time by Ordinary Resolution alter (without<br>reducing) its share capital by: |
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| (a) | consolidating and dividing all or any of its share capital into Shares of larger amount than its existing<br>Shares; |
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| (b) | sub dividing its Shares, or any of them, into Shares of smaller amount than that fixed by the Memorandum<br>so, however, that in the sub division the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall<br>be the same as it was in the case of the Share from which the reduced Share is derived; or |
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| (c) | cancelling any Shares which, at the date of the passing of the Ordinary Resolution, have not been taken,<br>or agreed to be taken by any person, and diminishing the amount of its authorised share capital by the amount of the Shares so cancelled. |
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GENERAL MEETINGS
| 79. | For so long as any Shares are traded on a Designated Stock Exchange,<br>the Company shall in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices<br>calling it, unless such Designated Stock Exchange does not require the holding of an annual general meeting. Any annual general meeting<br>shall be held at such time and place as the Directors shall appoint in accordance with the rules of the Designated Stock Exchange and<br>if no other time and place is prescribed by them, it shall be held at the Registered Office on the second Wednesday in December of each<br>year at ten o’clock in the morning. At these meetings the report of the Directors (if any) shall be presented. |
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| 80. | All general meetings (other than annual general meetings) shall be called<br>extraordinary general meetings. |
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| 81. | The Directors, the chief executive officer or the chairman of the Board<br>of Directors may proceed to call a general meeting whenever they think fit. For the avoidance of doubt, Shareholders shall not have the<br>ability to call general meetings. |
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| 82. | Shareholders seeking to bring business before an annual general meeting<br>or to nominate candidates for election as Directors at an annual general meeting must deliver notice to the principal executive offices<br>of the Company not later than the close of business on the 90th day nor earlier than the close of business on the 150th day prior to the<br>anniversary date of the immediately preceding annual general meeting. Pursuant to Rule 14a-8 under the U.S. Exchange Act, proposals seeking<br>inclusion in the annual proxy statement must comply with the notice periods contained therein. |
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NOTICE OF GENERAL MEETINGS
| 83. | Five (5) clear days’ notice at least specifying the place, the day and<br>the hour of any general meeting, and in case of special business the general nature of such business (and in the case of an annual general<br>meeting specifying the meeting as such), shall be given in the manner hereinafter mentioned to such persons as are under these Articles<br>or the conditions of issue of the Shares held by them entitled to receive notices from the Company. If the Directors determine that prompt<br>Shareholder action is advisable, they may shorten the notice period for any general meeting to such period as the Directors consider reasonable. |
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| 84. | A general meeting shall, notwithstanding that it is called by shorter<br>notice than that specified in the preceding Article, be deemed to have been duly called with regard to the length of notice if it is so<br>agreed: |
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| (a) | in the case of a meeting called as the annual general meeting by all the Shareholders entitled to attend<br>and vote thereat; and |
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| (b) | in the case of any other meeting by a majority in number of the Shareholders having a right to attend<br>and vote at the meeting, being a majority together holding not less than ninety-five (95) per cent in nominal value of the Shares giving<br>that right. |
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| 85. | In every notice calling a general meeting, there shall appear with reasonable<br>prominence a statement that a Shareholder entitled to attend and vote either (i) is entitled to appoint one or more proxies to attend<br>such meeting and vote instead of such Shareholder and that a proxy need not also be a Shareholder or (ii) has appointed a proxy who, unless<br>such appointment is revoked, will attend such meeting and vote on behalf of such Shareholder. |
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| 86. | The accidental omission to give notice to, or the non-receipt of notice<br>by, any person entitled to receive notice shall not invalidate the proceedings at any general meeting. |
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PROCEEDINGS AT GENERAL MEETINGS
| 87. | All business shall be deemed special that is transacted at an extraordinary<br>general meeting, and also all business that is transacted at an annual general meeting with the exception of declaring or approving the<br>payment of dividends, the consideration of the accounts and balance sheet and the reports of the Directors and Auditors, the election<br>of Directors in the place of those retiring, the appointment of additional Directors, the fixing of the remuneration of the Directors<br>and the fixing of the remuneration of the Auditors. |
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| 88. | No business shall be transacted at any general meeting unless a quorum<br>is present. Save as otherwise provided in these Articles a quorum shall be the presence, in person or by proxy, of one or more persons<br>holding at least one third in par value of the issued Shares which confer the right to attend and vote thereat. |
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| 89. | Save as otherwise provided for in these Articles, if within half an<br>hour from the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week,<br>at the same time and place or to such other day and at such other time and place as the Directors may determine and if at such adjourned<br>meeting a quorum is not present within fifteen (15) minutes from the time appointed for holding the meeting, the Shareholders present<br>shall be a quorum. |
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| 90. | A person may, with the consent of the Directors, participate at a general<br>meeting by means of telephone, video or similar communication equipment by way of which all persons participating in such meeting can<br>hear each other and such participation shall be deemed to constitute presence in person at such meeting. |
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| 91. | The Chairperson (if any) or, if absent, the Deputy Chairperson (if any)<br>of the Board of Directors, or, failing them, some other Director nominated by the Directors shall preside as Chairperson at every general<br>meeting, but if at any meeting neither the Chairperson nor the Deputy Chairperson nor such other Director be present within fifteen (15)<br>minutes after the time appointed for holding the meeting, or if neither of them be willing to act as Chairperson, the Directors present<br>shall choose some Director present to be Chairperson or if no Directors be present, or if all the Directors present decline to take the<br>chair, the Shareholders present shall choose some Shareholder present to be Chairperson. |
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| 92. | The Chairperson may with the consent of any meeting at which a quorum<br>is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place but no business shall<br>be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment<br>took place. The Chairperson may adjourn any meeting without the consent of such meeting if, in his sole opinion, he considers it necessary<br>to do so to: secure the orderly conduct or proceedings of the meeting; or give all persons present in person or by proxy and having the<br>right to speak and/or vote at such meeting, the ability to do so, but no business shall be transacted at any adjourned meeting other than<br>the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty (30) days or<br>more, five (5) calendar days’ notice at the least specifying the place, the day and the hour of the adjourned meeting, shall be given<br>as in the case of the original meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted<br>at the adjourned meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted<br>at an adjourned meeting. |
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| 93. | The Directors may cancel or postpone any duly convened general meeting<br>at any time prior to such meeting for any reason or for no reason at any time prior to the time for holding such meeting or, if the meeting<br>is adjourned, the time for holding such adjourned meeting. The Directors shall give the Shareholders notice in writing of any cancellation<br>or postponement. A postponement may be for a stated period of any length or indefinitely as the Directors may determine. |
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| 94. | At any general meeting, a resolution put to the vote of the meeting<br>shall be decided on a show of hands unless a poll is, before or on the declaration of the result of the show of hands, demanded by the<br>Chairperson or any other Shareholder present in person or by proxy. |
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| 95. | Unless a poll be so demanded, a declaration by the Chairperson that<br>a resolution has on a show of hands been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect<br>made in the Company’s minute book containing the minutes of the proceedings of the meeting, shall be conclusive evidence of the<br>fact without proof of the number or the proportion of the votes recorded in favour of or against such resolution. |
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| 96. | If a poll is duly demanded it shall be taken in such manner and at such<br>place as the Chairperson may direct (including the use of a ballot or voting papers, or tickets) and the result of a poll shall be deemed<br>to be the resolution of the meeting at which the poll was demanded. The Chairperson may, in the event of a poll, appoint scrutineers and<br>may adjourn the meeting to some place and time fixed by the Chairperson for the purpose of declaring the result of the poll. |
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| 97. | In the case of an equality of votes, whether on a show of hands or on<br>a poll, the Chairperson of the meeting at which the show of hands or at which the poll is taken, shall not be entitled to a second or<br>casting vote. |
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| 98. | A poll demanded on the election of a Chairperson and a poll demanded<br>on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time and place as<br>the Chairperson directs not being more than ten days from the date of the meeting or adjourned meeting at which the poll was demanded. |
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| 99. | The demand for a poll shall not prevent the continuance of a meeting<br>for the transaction of any business other than the question on which the poll has been demanded. |
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| 100. | A demand for a poll may be withdrawn and no notice need be given of<br>a poll not taken immediately. |
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VOTES OF SHAREHOLDERS
| 101. | Subject to any rights or restrictions attached to any Shares, on a show<br>of hands every holder of Shares present and entitled to vote thereon shall have one vote and on a poll every holder of Shares, present<br>in person or by proxy and entitled to vote thereon, shall be entitled to one vote in respect of each Share held by them. |
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| 102. | In the case of joint holders of a Share, the vote of the senior holder<br>who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for<br>this purpose seniority shall be determined by the order in which the names stand in the Register of Members in respect of the Shares. |
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| 103. | A Shareholder who has appointed special or general attorneys or a Shareholder<br>who is subject to a disability may vote on a poll, by such Shareholder’s attorney, committee, receiver, curator bonis or other person<br>in the nature of a committee, receiver, or curator bonis appointed by a court and such attorney, committee, receiver, curator bonis or<br>other person may on a poll vote by proxy; provided that such evidence as the Directors may require of the authority of the person claiming<br>to vote shall, unless otherwise waived by the Directors, have been deposited at the Registered Office not less than forty-eight (48) hours<br>before the time for holding the meeting or adjourned meeting at which such person claims to vote. |
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| 104. | No objection shall be raised to the qualification of any voter except<br>at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting<br>shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairperson of the meeting, whose decision<br>shall be final and conclusive. |
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| 105. | On a poll votes may be given either personally or by proxy and a Shareholder<br>entitled to more than one vote need not, if the Shareholder votes, use all their votes or cast all the votes the Shareholder uses in the<br>same way. |
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| 106. | The instrument appointing a proxy shall be in writing under the hand<br>of the appointor or of the appointor’s attorney duly authorised in writing, or if the appointor is a corporation, either under its common<br>seal or under the hand of an officer or attorney so authorised. |
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| 107. | Any person (whether a Shareholder or not) may be appointed to act as<br>a proxy. A Shareholder may appoint more than one proxy to attend on the same occasion. |
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| 108. | The instrument appointing a proxy and the power of attorney or other<br>authority (if any) under which it is signed, or a certified copy of such power or authority, must be deposited at the Registered Office,<br>or at such other place as is specified for that purpose in the notice of meeting or in the instrument of proxy issued by the Company,<br>no later than the time appointed for holding the meeting or adjourned meeting; provided that the Chairperson of the meeting may in the<br>Chairperson’s discretion accept an instrument of proxy sent by fax, email or other electronic means. |
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| 109. | An instrument of proxy shall: |
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| (a) | be in any common form or in such other form as the Directors may approve; |
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| (b) | be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a<br>resolution put to the general meeting for which it is given as the proxy thinks fit; and |
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| (c) | subject to its terms, be valid for any adjournment of the general meeting for which it is given. |
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| 110. | The Directors may at the expense of the Company send to the Shareholders<br>instruments of proxy (with or without prepaid postage for their return) for use at any general meeting, either in blank or nominating<br>in the alternative any one or more of the Directors or any other persons. If for the purpose of any meeting invitations to appoint as<br>proxy a person or one of a number of persons specified in the invitations are issued at the expense of the Company, such invitations shall<br>be issued to all (and not to some only) of the Shareholders entitled to be sent a notice of the meeting and to vote thereat by proxy. |
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| 111. | A vote given in accordance with the terms of an instrument of proxy<br>shall be valid notwithstanding the death or insanity of the principal or the revocation of the instrument of proxy, or of the authority<br>under which the instrument of proxy was executed; provided that no intimation in writing of such death, insanity, revocation or transfer<br>shall have been received by the Company at the Registered Office before commencement of the meeting or adjourned meeting at which the<br>instrument of proxy is used. |
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| 112. | Anything which under these Articles a Shareholder may do by proxy that<br>Shareholder may also do by a duly appointed attorney. The provisions of these Articles relating to proxies and instruments appointing<br>proxies apply, mutatis mutandis, to any such attorney and the instrument appointing that attorney. |
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| 113. | Any Shareholder which is a corporation or partnership may, by a resolution<br>of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting or meetings<br>of the Company. The person so authorised shall be entitled to exercise the same powers on behalf of such corporation or partnership as<br>the corporation or partnership could exercise if it were a Shareholder who was an individual and such corporation or partnership shall<br>for the purposes of these Articles be deemed to be present in person at any such meeting if a person so authorised is present. |
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CLEARING HOUSES
| 114. | If a clearing house (or its nominee(s)), being a corporation, is a Shareholder<br>it may, by resolution of its directors or other governing body or by power of attorney, authorise such person or persons as it thinks<br>fit to act as its representative or representatives at any general meeting or at any meeting of any class of Shareholders provided that,<br>if more than one person is so authorised, the authorisation shall specify the number and class of Shares in respect of which each such<br>person is so authorised. A person so authorised pursuant to this Article shall be entitled to exercise the same powers on behalf of the<br>clearing house (or its nominee) which that person represents as that clearing house (or its nominee) could exercise if it were an individual<br>Shareholder holding the number and Class of Shares specified in such authorisation. |
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WRITTEN RESOLUTIONS OF SHAREHOLDERS
| 115. | A resolution in writing signed by all the Shareholders for the time<br>being entitled to receive notice of, attend and vote at a general meeting shall be as valid and effective as a resolution passed at a<br>general meeting duly convened and held and may consist of several documents in the like form each signed by one or more of the Shareholders. |
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DIRECTORS
| 116. | There shall be a Board of Directors consisting of not less than one<br>person (exclusive of alternate Directors), provided, however, that the Directors may from time to time fix the maximum and minimum number<br>of Directors to be appointed by resolution of the Board of Directors. |
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| 117. | A Director need not be a Shareholder but shall be entitled to receive<br>notice of and attend all general meetings. |
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| 118. | Prior to the consummation of an initial Business<br>Combination, the Company may by Ordinary Resolution of the holders of the Class B Shares (only) appoint any person to be a Director<br>or remove any Director for any reason. For the avoidance of doubt, prior to the consummation of an initial Business Combination, holders<br>of Class A Shares shall have no right to vote on the appointment or removal of any Director; provided, however, that if all of the<br>Class B Shares are converted prior to the date of the initial Business Combination, the holders of Class A Shares will have<br>the right to vote on the election of Directors. |
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| 119. | Following the consummation of an initial Business<br>Combination, the Company may by Ordinary Resolution (of all Shareholders entitled to vote) appoint or remove any Director in accordance<br>with these Articles. |
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| 120. | For so long as any of the Shares are traded on a Designated Stock Exchange,<br>the Directors shall be divided into three (3) classes designated as Class I, Class II and Class III, respectively. Directors shall be<br>assigned to each class in accordance with a resolution or resolutions adopted by the Board of Directors. At the first annual general meeting<br>after the IPO, the term of office of the Class I Directors shall expire and Class I Directors shall be elected for a full term of three<br>(3) years. At the second annual general meeting after the IPO, the term of office of the Class II Directors shall expire and Class II<br>Directors shall be elected for a full term of three (3) years. At the third annual general meeting after the IPO, the term of office of<br>the Class III Directors shall expire and Class III Directors shall be elected for a full term of three (3) years. At each succeeding annual<br>general meeting, Directors shall be elected for a full term of three (3) years to succeed the Directors of the class whose terms expire<br>at such annual general meeting. Notwithstanding the foregoing provisions of this Article, each Director shall hold office until the expiration<br>of his or her term, until his or her successor shall have been duly elected and qualified or until his or her earlier death, resignation<br>or removal. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director.<br>The term limits in this Article shall not apply to any Directors appointed prior to the first annual general meeting. |
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| 121. | The Directors may appoint any person to be a Director, either to fill<br>a vacancy or as an additional Director; provided that the appointment does not cause the number of Directors to exceed any number fixed<br>by or in accordance with these Articles as the maximum number of Directors. Any Director appointed in accordance with the preceding sentence<br>shall hold office for the remainder of the full term of the class of Directors in which the new directorship was created or the vacancy<br>occurred and until such Director’s successor shall have been duly elected and qualified or until his or her earlier resignation, death<br>or removal. When the number of Directors is increased or decreased, the Board of Directors shall, subject to Article 120, determine the<br>class or classes to which the increased or decreased number of Directors shall be apportioned; provided, however, that no decrease in<br>the number of Directors shall shorten the term of any incumbent Director. |
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| 122. | Each Director shall be entitled to such remuneration as approved by<br>the Board of Directors and this may be in addition to such remuneration as may be payable under any provision of these Articles. Such<br>remuneration shall be deemed to accrue from day to day. The Directors and the Secretary may also be paid all travelling, hotel and other<br>expenses properly incurred by them in attending and returning from meetings of the Directors or any committee of the Directors or general<br>meetings or in connection with the business of the Company. The Directors may in addition to such remuneration as aforesaid grant special<br>remuneration to any Director who, being called upon, shall perform any special or extra services to or at the request of the Company. |
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| 123. | Articles 118, 127(g) and 208, and this Article 123, may only be amended<br>by a Special Resolution passed by a majority of not less than ninety per cent (90%) of the votes cast at a general meeting. |
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| 124. | Each Director shall have the power to nominate another Director or any<br>other person to act as alternate Director in the Director’s place at any meeting of the Directors at which the Director is unable to be<br>present and at the Director’s discretion to remove such alternate Director. On such appointment being made the alternate Director shall<br>(except as regards the power to appoint an alternate Director) be subject in all respects to the terms and conditions existing with reference<br>to the other Directors and each alternate Director, whilst acting in the place of an absent Director, shall exercise and discharge all<br>the functions, powers and duties of the Director being represented. Any Director who is appointed as alternate Director shall be entitled<br>at a meeting of the Directors to cast a vote on behalf of their appointor in addition to the vote to which such Director is entitled in<br>their own capacity as a Director, and shall also be considered as two Directors for the purpose of making a quorum of Directors. Any person<br>appointed as an alternate Director shall automatically vacate such office as an alternate Director if and when the Director by whom the<br>alternate Director has been appointed vacates their office of Director. The remuneration of an alternate Director shall be payable out<br>of the remuneration of the Director appointing such alternate Director and shall be agreed between them. |
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| 125. | Every instrument appointing an alternate Director shall be in such common<br>form as the Directors may approve. |
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| 126. | The appointment and removal of an alternate Director shall take effect<br>when lodged at the Registered Office or delivered at a meeting of the Directors. |
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| 127. | The office of a Director shall be vacated in any of the following events<br>namely: |
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| (a) | if the Director resigns their office by notice in writing signed by that Director and left at the Registered<br>Office; |
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| (b) | if the Director is absent (for the avoidance of doubt, without being represented by proxy or an alternate<br>Director appointed by that Director) from three consecutive meetings of the Board of Directors without special leave of absence from the<br>Directors, and the Directors pass a resolution that the relevant Director has by reason of such absence vacated office; |
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| (c) | if the Director becomes bankrupt or makes any arrangement or composition with such Director’s creditors<br>generally; |
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| (d) | if the Director dies or is found to be or becomes of unsound mind; |
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| (e) | if the Director ceases to be a Director by virtue of, or becomes prohibited from being a Director by reason<br>of, an order made under any provisions of any law or enactment; |
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| (f) | if the Director is requested by all of the other Directors to vacate office; |
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| (g) | prior to the consummation of an initial Business Combination, if the Director is removed from office by<br>Ordinary Resolution of the holders of the Class B Shares (only); or |
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| (h) | following the consummation of an initial Business Combination, if the Director is removed from office<br>by Ordinary Resolution (of all Shareholders entitled to vote). |
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TRANSACTIONS WITH DIRECTORS
| 128. | A Director or alternate Director may hold any other office or place<br>of profit under the Company (other than the office of Auditor) in conjunction with their office of Director on such terms as to tenure<br>of office and otherwise as the Directors may determine. |
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| 129. | No Director or intending Director shall be disqualified by their office<br>from contracting with the Company either as vendor, purchaser or otherwise, nor shall any such contract or any contract or arrangement<br>entered into by or on behalf of the Company in which any Director is in any way interested be liable to be avoided, nor shall any Director<br>so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement<br>by reason of such Director holding that office or of the fiduciary relationship thereby established, but the nature of the Director’s<br>interest must be declared by such Director at the meeting of the Directors at which the question of entering into the contract or arrangement<br>is first taken into consideration, or if the Director was not at the date of that meeting interested in the proposed contract or arrangement,<br>then at the next meeting of the Directors held after such Director becomes so interested, and in a case where the Director becomes interested<br>in a contract or arrangement after it is made, then at the first meeting of the Directors held after such Director becomes so interested. |
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| 130. | In the absence of some other material interest than is indicated below,<br>provided a Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company<br>declares (whether by specific or general notice) the nature of their interest at a meeting of the Directors that Director may vote in<br>respect of any contract or proposed contract or arrangement notwithstanding that the Director may be interested therein and if such Director<br>does so their vote shall be counted and such Director may be counted in the quorum at any meeting of the Directors at which any such contract<br>or proposed contract or arrangement shall come before the meeting for consideration. |
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| 131. | Where proposals are under consideration concerning the appointment (including<br>fixing or varying the terms of appointment) of two or more Directors to offices or employments with the Company or any company in which<br>the Company is interested, such proposals may be divided and considered in relation to each Director separately and in such cases each<br>of the Directors concerned shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning<br>the Director’s own appointment. |
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| 132. | Any Director may act independently or through the Director’s firm in<br>a professional capacity for the Company, and the Director or the firm shall be entitled to remuneration for professional services as if<br>the Director were not a Director, provided that nothing herein contained shall authorise a Director or the Director’s firm to act as Auditor<br>to the Company. |
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| 133. | Any Director may continue to be or become a director, managing director,<br>manager or other officer or shareholder of any company promoted by the Company or in which the Company may be interested, and no such<br>Director shall be accountable for any remuneration or other benefits received by the Director as a director, managing director, manager<br>or other officer or shareholder of any such other company. The Directors may exercise the voting power conferred by the shares in any<br>other company held or owned by the Company or exercisable by them as directors of such other company, in such manner in all respects as<br>they think fit (including the exercise thereof in favour of any resolution appointing themselves or any of them directors, managing directors<br>or other officers of such company, or voting or providing for the payment of remuneration to the directors, managing directors or other<br>officers of such company). |
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POWERS OF DIRECTORS
| 134. | The business of the Company shall be managed by the Directors, who may<br>exercise all such powers of the Company as are not by the Companies Act or by these Articles required to be exercised by the Company in<br>general meeting, subject nevertheless to any regulations of these Articles, to the Companies Act, and to such regulations being not inconsistent<br>with the aforesaid regulations or provisions as may be prescribed by the Company in general meeting, but no regulations made by the Company<br>in general meeting shall invalidate any prior act of the Directors which would have been valid if such regulations had not been made.<br>The general powers given by this Article shall not be limited or restricted by any special authority or power given to the Directors by<br>any other Article. |
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| 135. | The Directors may from time to time and at any time by power of attorney<br>appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Directors, to<br>be the attorney or attorneys of the Company for such purposes and with such powers authorities and discretions (not exceeding those vested<br>in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and<br>any such appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys as the<br>Directors may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions<br>vested in such attorney. The Directors may also appoint any person to be the agent of the Company for such purposes and with such powers,<br>authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and<br>on such conditions as they determine, including authority for the agent to delegate all or any of their powers. |
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| 136. | The Directors on behalf of the Company may pay a gratuity or pension<br>or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to the Director’s<br>widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension<br>or allowance. |
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| 137. | The Directors may exercise all the powers of the Company to borrow money<br>and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue<br>debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation<br>of the Company or of any third party. |
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| 138. | The Directors shall have the authority to present a winding up petition<br>on behalf of the Company without the sanction of a resolution passed by the Company in general meeting. |
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| 139. | All cheques, promissory notes, drafts, bills of exchange and other negotiable<br>or transferable instruments drawn by the Company, and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed<br>or otherwise executed, as the case may be, in such manner as the Directors shall from time to time by resolution determine. |
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PROCEEDINGS OF DIRECTORS
| 140. | The Directors may meet together for the dispatch of business, adjourn<br>and otherwise regulate their meetings, as they think fit. Questions and matters arising at any meeting shall be determined by a majority<br>of votes. In the case of an equality of votes, the Chairperson shall have a second or casting vote. A Director may, and the Secretary<br>on the requisition of a Director shall, at any time summon a meeting of the Directors. |
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| 141. | A Director or Directors may participate in any meeting of the Board,<br>or of any committee appointed by the Board of Directors of which such Director or Directors are members, by means of telephone, video<br>or similar communication equipment by way of which all persons participating in such meeting can hear each other and such participation<br>shall be deemed to constitute presence in person at the meeting. |
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| 142. | The quorum necessary for the transaction of the business of the Directors<br>may be fixed by the Directors and, unless so fixed, shall be a majority of the Directors then in office. |
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| 143. | The continuing Directors or a sole continuing Director may act notwithstanding<br>any vacancies in their number, but if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance<br>with these Articles the continuing Directors or Director may act for the purpose of filling up vacancies in their number, or of summoning<br>general meetings, but not for any other purpose. If there be no Directors or Director able or willing to act, then any two Shareholders<br>may summon a general meeting for the purpose of appointing Directors. |
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| 144. | The Directors may from time to time elect and remove a Chairperson and,<br>if they think fit, a Deputy Chairperson and determine the period for which they respectively are to hold office. The Chairperson or, failing<br>them, the Deputy Chairperson shall preside at all meetings of the Directors, but if there be no Chairperson or Deputy Chairperson, or<br>if at any meeting the Chairperson or Deputy Chairperson be not present within five (5) minutes after the time appointed for holding the<br>same, the Directors present may choose one of their number to be Chairperson of the meeting. |
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| 145. | A meeting of the Directors for the time being at which a quorum is present<br>shall be competent to exercise all powers and discretions for the time being exercisable by the Directors. |
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| 146. | Without prejudice to the powers conferred by these Articles, the Directors<br>may delegate any of their powers to committees consisting of such member or members of their body as they think fit. Any committee so<br>formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on them by the Directors. The<br>Directors may, by power of attorney or otherwise, appoint any person to be an agent of the Company on such condition as the Directors<br>may determine, provided that the delegation is not to the exclusion of their own powers. |
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| 147. | The meetings and proceedings of any such committee consisting of two<br>or more Directors shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Directors so far<br>as the same are applicable and are not superseded by any regulations made by the Directors under the preceding Article. |
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| 148. | The Directors may appoint such officers as they consider necessary on<br>such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the<br>Directors may think fit. Unless otherwise specified in the terms of the officer’s appointment an officer may be removed by resolution<br>of the Directors or Shareholders. |
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| 149. | All acts done by any meeting of Directors, or of a committee of Directors<br>or by any person acting as a Director, shall, notwithstanding it be afterwards discovered that there was some defect in the appointment<br>of any such Director or person acting as aforesaid, or that they or any of them were disqualified, or had vacated office, or were not<br>entitled to vote, be as valid as if every such person had been duly appointed, and was qualified and had continued to be a Director and<br>had been entitled to vote. |
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| 150. | The Directors shall cause minutes to be made of: |
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| (a) | all appointments of officers made by the Directors; |
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| (b) | the names of the Directors present at each meeting of the Directors and of any committee of Directors;<br>and |
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| (c) | all resolutions and proceedings of all meetings of the Company and of the Directors and of any committee<br>of Directors. |
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Any such minutes, if purporting to be signed by the Chairperson of the meeting at which the proceedings took place, or by the Chairperson of the next succeeding meeting, shall, until the contrary be proved, be conclusive evidence of their proceedings.
| 151. | A Director but not an alternate Director may be represented at any meetings<br>of the Board of Directors by a proxy appointed in writing by the Director. The proxy shall count towards the quorum and the vote of the<br>proxy shall for all purposes be deemed to be that of the appointing Director. |
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WRITTEN RESOLUTIONS OF DIRECTORS
| 152. | A resolution in writing signed by all the Directors for the time being<br>entitled to attend and vote at a meeting of the Directors (an alternate Director being entitled to sign such a resolution on behalf of<br>their appointor) shall be as valid and effective as a resolution passed at a meeting of the Directors duly convened and held and may consist<br>of several documents in the like form each signed by one or more of the Directors (or their alternates). |
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PRESUMPTION OF ASSENT
| 153. | A Director or alternate Director who is present at a meeting of the<br>Board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless the Director’s<br>dissent shall be entered in the minutes of the meeting or unless the Director shall file his or her written dissent from such action with<br>the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to such<br>person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such<br>action. |
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BORROWING POWERS
| 154. | The Directors may exercise all the powers of the Company to borrow money<br>and hypothecate, mortgage, charge or pledge its undertaking, property, and assets or any part thereof, and to issue debentures, debenture<br>stock or other securities, whether outright or as collateral security for any debt liability or obligation of the Company or of any third<br>party. |
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SECRETARY
| 155. | The Directors may appoint any person to be a Secretary who shall hold<br>office for such term, at such remuneration and upon such conditions and with such powers as they think fit. Any Secretary so appointed<br>by the Directors may be removed by the Directors or by the Company by Ordinary Resolution. Anything required or authorised to be done<br>by or to the Secretary may, if the office is vacant or there is for any other reason no Secretary capable of acting, be done by or to<br>any assistant or deputy Secretary or if there is no assistant or deputy Secretary capable of acting, by or to any officer of the Company<br>authorised generally or specially in that behalf by the Directors, provided that any provisions of these Articles requiring or authorising<br>a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both<br>as Director and as, or in the place of, the Secretary. |
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| 156. | No person shall be appointed or hold office as Secretary who is: |
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| (a) | the sole Director; or |
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| (b) | a corporation the sole director of which is the sole Director; or |
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| (c) | the sole director of a corporation which is the sole Director. |
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THE SEAL
| 157. | The Directors shall provide for the safe custody of the Seal and the<br>Seal shall never be used except by the authority of a resolution of the Directors or of a committee of the Directors authorised by the<br>Directors in that behalf. The Directors may keep for use outside the Cayman Islands a duplicate Seal. The Directors may from time to time<br>as they see fit (subject to the provisions of these Articles relating to share certificates) determine the persons and the number of such<br>persons in whose presence the Seal or the facsimile thereof shall be used, and until otherwise so determined the Seal or the duplicate<br>thereof shall be affixed in the presence of any one Director or the Secretary, or of some other person duly authorised by the Directors. |
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DIVIDENDS, DISTRIBUTIONS AND RESERVES
| 158. | Subject to the Companies Act, these Articles, and the special rights<br>attaching to Shares of any class, the Directors may, in their absolute discretion, declare dividends and distributions on Shares in issue<br>and authorise payment of the dividends or distributions out of the funds of the Company lawfully available therefor. No dividend or distribution<br>shall be paid except out of the realised or unrealised profits of the Company, or out of the Share Premium Account, or as otherwise permitted<br>by the Companies Act. |
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| 159. | Except as otherwise provided by the rights attached to Shares, or as<br>otherwise determined by the Directors, all dividends and distributions in respect of Shares shall be declared and paid according to the<br>par value of the Shares that a Shareholder holds. If any Share is issued on terms providing that it shall rank for dividend or distribution<br>as from a particular date, that Share shall rank for dividend or distribution accordingly. |
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| 160. | The Directors may deduct and withhold from any dividend or distribution<br>otherwise payable to any Shareholder all sums of money (if any) then payable by the Shareholder to the Company on account of calls or<br>otherwise or any monies which the Company is obliged by law to pay to any taxing or other authority. |
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| 161. | The Directors may declare that any dividend or distribution be paid<br>wholly or partly by the distribution of specific assets and in particular of shares, debentures or securities of any other company or<br>in any one or more of such ways and, where any difficulty arises in regard to such distribution, the Directors may settle the same as<br>they think expedient and in particular may issue fractional Shares and fix the value for distribution of such specific assets or any part<br>thereof and may determine that cash payments shall be made to any Shareholder upon the basis of the value so fixed in order to adjust<br>the rights of all Shareholders and may vest any such specific assets in trustees as may seem expedient to the Directors. |
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| 162. | Any dividend, distribution, interest or other monies payable in cash<br>in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered<br>address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the Register of<br>Members or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall<br>(unless the Directors in their sole discretion otherwise determine) be made payable to the order of the person to whom it is sent. Any<br>one of two or more joint holders may give effectual receipts for any dividends, bonuses, or other monies payable in respect of the Share<br>held by them as joint holders. |
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| 163. | Any dividend or distribution which cannot be paid to a Shareholder and/or<br>which remains unclaimed after six (6) months from the date of declaration of such dividend or distribution may, in the discretion of the<br>Directors, be paid into a separate account in the Company’s name, provided that the Company shall not be constituted as a trustee in respect<br>of that account and the dividend or distribution shall remain as a debt due to the Shareholder. Any dividend or distribution which remains<br>unclaimed after a period of six years from the date of declaration of such dividend or distribution shall be forfeited and shall revert<br>to the Company. |
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| 164. | No dividend or distribution shall bear interest against the Company. |
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SHARE PREMIUM ACCOUNT
| 165. | The Directors shall establish an account on the books and records of<br>the Company to be called the Share Premium Account and shall carry to the credit of such account from time to time a sum equal to the<br>amount or value of the premium paid on the issue of any Share. |
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ACCOUNTS
| 166. | The Directors shall cause proper books of account to be kept with respect<br>to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place,<br>all sales and purchases of goods by the Company and the assets and liabilities of the Company. Proper books shall not be deemed to be<br>kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and<br>to explain its transactions. |
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| 167. | The books of account shall be kept at the Registered Office or at such<br>other place as the Directors think fit, and shall always be open to inspection by the Directors. |
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| 168. | The Board of Directors shall from time to time determine whether and<br>to what extent and at what time and places and under what conditions or articles the accounts and books of the Company or any of them<br>shall be open to the inspection of Shareholders not being Directors, and no Shareholder (not being a Director) shall have any right of<br>inspection of any account or book or document of the Company except as conferred by law or authorised by the Board of Directors or by<br>resolution of the Shareholders. |
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AUDIT
| 169. | The accounts relating to the Company’s affairs shall be audited in such<br>manner as may be determined from time to time by resolution of the Shareholders or failing any such determination, by the Board of Directors,<br>or failing any determination as aforesaid, shall not be audited. |
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| 170. | Without prejudice to the freedom of the Directors to establish any other<br>committee, if any of the Shares (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, and if required<br>by the Designated Stock Exchange, the Directors shall establish and maintain an audit committee (the Audit Committee)<br>as a committee of the Board of Directors and shall adopt a formal written audit committee charter and review and assess the adequacy of<br>the formal written charter on an annual basis. The composition and responsibilities of the Audit Committee shall comply with the rules<br>and regulations of the SEC and the Designated Stock Exchange. The Audit Committee shall meet at least once every financial quarter, or<br>more frequently as circumstances dictate. |
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| 171. | If any of the Shares (or depositary receipts therefor) are listed or<br>quoted on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related party transactions on an ongoing<br>basis and shall utilise the Audit Committee for the review and approval of potential conflicts of interest. |
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| 172. | The remuneration of the Auditor shall be fixed by the Audit Committee,<br>if one exists, and otherwise by the Board of Directors. |
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| 173. | Any payment made to members of the Audit Committee (if one exists) shall<br>require the review and approval of the Directors, with any Director interested in such payment abstaining from such review and approval. |
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| 174. | The Audit Committee shall monitor compliance with the terms of the IPO<br>and, if any non-compliance is identified, the Audit Committee shall be charged with the responsibility to take all action necessary to<br>rectify such non-compliance or otherwise cause compliance with the terms of the IPO. |
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NOTICES
| 175. | Any notice or document may be served by the Company on any Shareholder: |
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| (a) | personally; |
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| (b) | by registered post or courier to that Shareholder’s address as appearing in the Register of Members; or |
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| (c) | by cable, telex, facsimile, e-mail or any other electronic means should the Directors deem it appropriate. |
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| 176. | In the case of joint holders of a Share, all notices shall be given<br>to that one of the joint holders whose name stands first in the Register of Members in respect of the joint holding, and notice so given<br>shall be sufficient notice to all the joint holders. |
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| 177. | Any Shareholder present, either personally or by proxy, at any meeting<br>of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for<br>which such meeting was convened. |
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| 178. | Any summons, notice, order or other document required to be sent to<br>or served upon the Company, or upon any officer of the Company may be sent or served by leaving the same or sending it through the post<br>in a prepaid letter envelope or wrapper, addressed to the Company or to such officer at the Registered Office. |
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| 179. | Where a notice or other document is sent by registered post, service<br>of that notice or other document shall be deemed to be effected by properly addressing, pre-paying and posting an envelope containing<br>it, and that notice or other document shall be deemed to have been received on the third day (not including Saturdays or Sundays or public<br>holidays) following the day on which it was posted. Where a notice or other document is sent by courier, service of that notice or other<br>document shall be deemed to be effected by delivery of the notice or other document to a courier company, and that notice or other document<br>shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays in the Cayman Islands) following<br>the day on which it was delivered to the courier company. Where a notice or other document is sent by cable, telex or facsimile, service<br>of that notice or other document shall be deemed to be effected by properly addressing and sending it, and that notice or other document<br>shall be deemed to have been received on the same day that it was transmitted. Where a notice or other document is sent by email, service<br>of that notice or other document shall be deemed to be effected by transmitting the email to the email address provided by the intended<br>recipient and that notice or other document shall be deemed to have been received on the same day that it was sent, and it shall not be<br>necessary for the receipt of the email to be acknowledged by the recipient. |
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| 180. | Any notice or document delivered or sent by post to or left at the registered<br>address of any Shareholder in pursuance of these Articles shall notwithstanding that such Shareholder be then dead, insane, bankrupt or<br>dissolved, and whether or not the Company has notice of such death, insanity, bankruptcy or dissolution, be deemed to have been duly served<br>in respect of any Share registered in the name of such Shareholder as sole or joint holder, unless the Shareholder’s name shall at the<br>time of the service of the notice or document, have been removed from the Register of Members as the holder of the Share, and such service<br>shall for all purposes be deemed a sufficient service of such notice or document on all persons interested (whether jointly with or as<br>claiming through or under such Shareholder) in the Share. |
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WINDING UP AND FINAL DISTRIBUTION OF ASSETS
| 181. | If the Company shall be wound up the liquidator shall apply the assets<br>of the Company in satisfaction of creditors’ claims in such manner and order as such liquidator thinks fit. |
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| 182. | If the Company shall be wound up, and the assets available for distribution<br>amongst the Shareholders shall be insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly<br>as may be, the losses shall be borne by the Shareholders in proportion to the par value of the Shares held by them. If in a winding up<br>the assets available for distribution amongst the Shareholders shall be more than sufficient to repay the whole of the share capital at<br>the commencement of the winding up, the surplus shall be distributed amongst the Shareholders in proportion to the par value of the Shares<br>held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due of<br>all monies payable to the Company for unpaid calls or otherwise. This Article is without prejudice to the rights of the holders of Shares<br>issued upon special terms and conditions. |
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| 183. | If the Company shall be wound up (whether the liquidation is voluntary,<br>under supervision or by the Court) the liquidator may, with the authority of a Special Resolution, divide among the Shareholders in specie<br>the whole or any part of the assets of the Company, and whether or not the assets shall consist of property of a single kind, and may<br>for such purposes set such value as the liquidator deems fair upon any one or more class or classes of property, and may determine how<br>such division shall be carried out as between the Shareholders. The liquidator may, with the like authority, vest any part of the assets<br>in trustees upon such trusts for the benefit of Shareholders as the liquidator, with the like authority, shall think fit, and the liquidation<br>of the Company may be closed and the Company dissolved, but so that no Shareholder shall be compelled to accept any Shares in respect<br>of which there is liability. |
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INDEMNITY
| 184. | Every Director or officer of the Company shall to the fullest extent<br>permitted by Applicable Law be indemnified out of the assets of the Company against any liability incurred by that Director or officer<br>as a result of any act or failure to act in carrying out their functions other than such liability (if any) that the Director or officer<br>may incur by their own actual fraud, wilful default or wilful neglect. No such Director or officer shall be liable to the Company for<br>any loss or damage in carrying out their functions unless that liability arises through the actual fraud, wilful default or wilful neglect<br>of such Director or officer. References in this Article to actual fraud, wilful default or wilful neglect mean a finding to such effect<br>by a court of competent jurisdiction in relation to the conduct of the relevant person. |
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| 185. | The Directors shall have the power to purchase and maintain insurance<br>for the benefit of any person who is or was a Director or officer of the Company indemnifying them against any liability which may lawfully<br>be insured against by the Company. |
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DISCLOSURE
| 186. | Any Director, officer or authorised agent of the Company shall, if lawfully<br>required to do so under the laws of any jurisdiction to which the Company is subject or in compliance with the rules of any stock exchange<br>upon which the Company’s shares are listed or in accordance with any contract entered into by the Company, be entitled to release<br>or disclose any information in their possession regarding the affairs of the Company including, without limitation, any information contained<br>in the Register of Members. |
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BUSINESS COMBINATION
| 187. | Notwithstanding any other provision of these Articles, Articles 187<br>to 199 (the Business Combination Provisions) shall apply during the period commencing upon the<br>adoption of these Articles and terminating upon the first to occur of the consummation of any Business Combination and the distribution<br>of the Trust Account pursuant to these Articles. In the event of a conflict between the Business Combination Provisions and any other<br>provision of these Articles, the Business Combination Provisions shall prevail. |
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| 188. | Prior to the consummation of any Business Combination, the Company shall<br>either: |
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| (a) | submit such Business Combination to the Shareholders for approval; or |
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| (b) | provide Shareholders with the opportunity to have their Shares repurchased by means of a tender offer<br>for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of<br>two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account and not previously<br>released to the Company to pay tax obligations, if any, which interest shall be net of taxes payable, divided by the number of Public<br>Shares then in issue. |
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| 189. | If the Company initiates any tender offer in accordance with Rule 13e-4<br>and Regulation 14E of the U.S. Exchange Act in connection with a Business Combination, it shall file tender offer documents with the SEC<br>prior to completing such Business Combination which contain substantially the same financial and other information about such Business<br>Combination and the redemption rights as is required under Regulation 14A of the U.S. Exchange Act. If, alternatively, the Company holds<br>a Shareholder vote to approve a proposed Business Combination, the Company will conduct any redemptions in conjunction with a proxy solicitation<br>pursuant to Regulation 14A of the U.S. Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the SEC. |
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| 190. | Any proposed Business Combination shall be subject to approval by a<br>majority of the Board of Directors and a majority of the Independent Directors, prior to its submission to the Shareholders for approval.<br>The Board of Directors and the Independent Directors must thoroughly review and evaluate the terms of the proposed Business Combination<br>to ensure it is in the best interest of the Company and its Shareholders. |
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| 191. | At a general meeting called for the purposes of approving a Business<br>Combination pursuant to these Articles, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall<br>be authorised to consummate the Business Combination. |
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| 192. | Any Shareholder holding Public Shares who is not a Founder, Director<br>or officer of the Company may, contemporaneously with any vote on a Business Combination, elect to have their Public Shares redeemed for<br>cash (IPO Redemption), provided that no such Shareholder acting together with any Affiliate or<br>any other person with whom such Shareholder is acting in concert or as a “group” (as defined under Section 13 of the U.S.<br>Exchange Act) may exercise this redemption right with respect to more than an aggregate of twenty per cent (20%) of the Public Shares<br>without the prior consent of the Company, and provided further that any Shareholder that holds Public Shares beneficially through a nominee<br>must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. In connection<br>with any vote held to approve a proposed Business Combination, holders of Public Shares seeking to exercise their redemption rights will<br>be required to either tender their certificates (if any) to the Company’s transfer agent or to deliver their shares to the transfer agent<br>electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each<br>case up to two business days prior to the initially scheduled vote on the proposal to approve a Business Combination. If so demanded,<br>the Company shall pay any such redeeming Shareholder, regardless of whether he or she is voting for or against such proposed Business<br>Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated<br>as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account and not<br>previously released to the Company to pay tax obligations, if any, which interest shall be net of taxes payable, divided by the number<br>of Public Shares then in issue (such redemption price being referred to herein as the Redemption Price). |
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| 193. | The Redemption Price shall be paid promptly following the consummation<br>of the relevant Business Combination. If the proposed Business Combination is not approved or completed for any reason then such redemptions<br>shall be cancelled and share certificates (if any) returned to the relevant Shareholders as appropriate. |
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| 194. | In the event that: |
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| (a) | either (i) the Company does not consummate a Business Combination within 24 months from the date of the<br>closing of the IPO, or such earlier time as the Board of Directors may approve, or such later time as the Shareholders may approve in<br>accordance with these Articles or (ii) a resolution of the Shareholders is passed pursuant to the Companies Act to commence the voluntary<br>liquidation of the Company prior to the consummation of a Business Combination for any reason, the Company shall: (A) cease all operations<br>except for the purpose of winding up; (B) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem<br>100% of the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,<br>including interest earned on the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution<br>expenses) and not previously released to the Company to pay the Company’s taxes, if any, divided by the number of Public Shares then in<br>issue, which redemption will completely extinguish public Shareholders’ rights as Shareholders (including the right to receive further<br>liquidating distributions, if any), subject to Applicable Law; and (C) as promptly as reasonably possible following such redemption, subject<br>to the approval of the Company’s remaining Shareholders and the Directors, liquidate and dissolve, subject in each case to its obligations<br>under Cayman Islands law to provide for claims of creditors and in all cases subject to the requirements of other Applicable Law; and |
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| (b) | any amendment to these Articles is made (i) to modify the substance or timing of the Company’s obligation<br>to allow redemptions in connection with an initial Business Combination or the Company’s obligation to redeem 100% of the Public Shares<br>if the Company has not consummated an initial Business Combination within 24 months from the date of the closing of the IPO, or (ii) with<br>respect to any other provision of these Articles relating to the rights of holders of Class A Shares or pre-initial Business Combination<br>activity, each holder of Public Shares who is not a Founder, Director or officer of the Company shall be provided with the opportunity<br>to redeem their Public Shares upon the approval of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount<br>then on deposit in the Trust Account, including interest earned on the Trust Account (which interest shall be net of taxes payable), divided<br>by the number of Public Shares then in issue. Any amounts due in connection with a redemption under this Article 194(b) shall be paid<br>promptly following the relevant amendment. If the proposed amendment is not approved or completed for any reason then such redemptions<br>shall be cancelled and share certificates (if any) returned to the relevant Shareholders as appropriate. |
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| 195. | Except for the withdrawal of interest to pay tax obligations, if any,<br>or for working capital purposes, none of the funds held in the Trust Account shall be released from the Trust Account until the earlier<br>of an IPO Redemption pursuant to Article 192, a repurchase of Shares by means of a tender offer pursuant to Article 188(b), a distribution<br>of the Trust Account pursuant to Article 194(a) or an amendment under Article 194(b). In no other circumstance shall a holder of Public<br>Shares have any right or interest of any kind in the Trust Account. |
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| 196. | After the issue of Public Shares, and prior to the consummation of a<br>Business Combination, the Directors shall not issue additional Shares or any other securities that would entitle the holders thereof to: |
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| (a) | receive funds from the Trust Account; or |
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| (b) | vote on (i) any Business Combination or any other proposal presented to the Shareholders prior to or in<br>connection with the completion of a Business Combination, or (ii) a proposed amendment to these Articles to extend the time the Company<br>has to consummate a Business Combination beyond 24 months from the date of the closing of the IPO or otherwise amend any of the Business<br>Combination Provisions. |
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| 197. | As long as the Company’s Shares or other securities are listed on the<br>Designated Exchange, the Company’s initial Business Combination must be with one or more operating businesses or assets having an aggregate<br>fair market value equal to at least 80 per cent (80%) of the assets held in the Trust Account (excluding any deferred underwriting fees<br>and taxes payable on the income earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection<br>with a Business Combination. An initial Business Combination must not be effectuated solely with another blank cheque company or a similar<br>company with nominal operations. |
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| 198. | A Director may vote in respect of any Business Combination in which<br>the Director has a conflict of interest with respect to the evaluation of such Business Combination, provided that the Director must disclose<br>such interest or conflict to the other Directors. |
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| 199. | The Company may enter into a Business Combination with a target business<br>that is Affiliated with the Sponsor or the Directors or officers of the Company if such transaction is approved by a majority of the Independent<br>Directors and the Directors that did not have an interest in such transaction. In the event the Company enters into a Business Combination<br>with an entity that is Affiliated with the Sponsor or the Directors or officers of the Company, the Company, or a committee of Independent<br>Directors, will obtain an opinion that the Business Combination is fair to the Company from a financial point of view from either an independent<br>investment banking firm or another independent entity that commonly renders valuation opinions. |
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BUSINESS OPPORTUNITIES
| 200. | To the fullest extent permitted by Applicable Law, none of the Sponsor<br>or any individual serving as Director or officer of the Company (Management) shall have any duty,<br>except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business<br>activities or lines of business as the Company. |
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| 201. | To the fullest extent permitted by Applicable Law, the Company renounces<br>any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter<br>which (a) may be a corporate opportunity for Management, on the one hand, and the Company, on the other or (b) the presentation of which<br>would breach an existing legal obligation of a member of Management to any other entity. |
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| 202. | To the fullest extent permitted by Applicable Law, Management shall<br>have no duty to communicate or offer any such corporate opportunity to the Company and shall not be liable to the Company or the Shareholders<br>for breach of any fiduciary duty as a Shareholder, Director and/or officer of the Company solely by reason of the fact that such party<br>pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate opportunity to another person, or<br>does not communicate information regarding such corporate opportunity to the Company. |
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| 203. | To the extent a court might hold that the conduct of any activity related<br>to a corporate opportunity that is renounced in these Articles to be a breach of duty to the Company or its Shareholders, the Company<br>and (if applicable) each Shareholder hereby waives, to the fullest extent permitted by Applicable Law, any and all claims and causes of<br>action that the Company or such Shareholder may have for such activities described in these Articles. To the fullest extent permitted<br>by Applicable Law, the provisions of these Articles apply equally to activities conducted in the future and that have been conducted in<br>the past. |
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CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE
| 204. | For the purpose of determining Shareholders entitled to notice of, or<br>to vote at any meeting of Shareholders or any adjournment thereof, or Shareholders entitled to receive payment of any Dividend or other<br>distribution, or in order to make a determination of Shareholders for any other purpose, the Directors may, by any means in accordance<br>with the requirements of any Designated Stock Exchange, provide that the Register of Members shall be closed for transfers for a stated<br>period which shall not in any case exceed forty days. |
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| 205. | In lieu of, or apart from, closing the Register of Members, the Directors<br>may fix in advance or arrears a date as the record date for any such determination of Shareholders entitled to notice of, or to vote at<br>any meeting of the Shareholders or any adjournment thereof, or for the purpose of determining the Shareholders entitled to receive payment<br>of any Dividend or other distribution, or in order to make a determination of Shareholders for any other purpose. |
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| 206. | If no record date is fixed for the determination of Shareholders entitled<br>to notice of or to vote at a meeting of Shareholders or Shareholders entitled to receive payment of a dividend, the date on which notice<br>of the meeting is mailed or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be,<br>shall be the record date for such determination of Shareholders. When a determination of Shareholders entitled to vote at any meeting<br>has been made in the manner provided in the preceding Article, such determination shall apply to any adjournment thereof. |
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REGISTRATION BY WAY OF CONTINUATION
| 207. | The Company may by Special Resolution resolve to be registered by way<br>of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated,<br>registered or existing. The Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the<br>Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such<br>further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company. |
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| 208. | Prior to the closing of a Business Combination, only the Class B Shares<br>shall carry the right to vote on any resolution of the Shareholders to approve any transfer by way of continuation pursuant to the preceding<br>Article (including any Special Resolution required to amend the constitutional documents of the Company or to adopt new constitutional<br>documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside<br>the Cayman Islands). |
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FINANCIAL YEAR
| 209. | The Directors shall determine the financial year of the Company and<br>may change the same from time to time. Unless they determine otherwise, the financial year shall end on 31 December in each year. |
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AMENDMENTS TO MEMORANDUM AND ARTICLES OF ASSOCIATION
| 210. | Subject to these Articles, the Company may from time to time alter or<br>add to these Articles or alter or add to the Memorandum with respect to any objects, powers or other matters specified therein by passing<br>a Special Resolution. |
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CAYMAN ISLANDS DATA PROTECTION
| 211. | The Company is a “data controller” for the purposes of the<br>Data Protection Act (as amended) of the Cayman Islands (the DPA). By virtue of subscribing for<br>and holding Shares in the Company, Shareholders provide the Company with certain information (Personal Data)<br>that constitutes “personal data” under the DPA. Personal Data includes, without limitation, the following information relating<br>to a Shareholder and/or any natural person(s) connected with a Shareholder (such as a Shareholder’s individual directors, members and/or<br>beneficial owner(s)): name, residential address, email address, corporate contact information, other contact information, date of birth,<br>place of birth, passport or other national identifier details, national insurance or social security number, tax identification, bank<br>account details and information regarding assets, income, employment and source of funds. |
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| 212. | The Company processes such Personal Data for the purposes of: |
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| (a) | performing contractual rights and obligations (including under the Memorandum and these Articles); |
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| (b) | complying with legal or regulatory obligations (including those relating to anti-money laundering and<br>counter-terrorist financing, preventing and detecting fraud, sanctions, automatic exchange of tax information, requests from governmental,<br>regulatory, tax and law enforcement authorities, beneficial ownership and the maintenance of statutory registers); and |
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| (c) | the legitimate interests pursued by the Company or third parties to whom Personal Data may be transferred,<br>including to manage and administer the Company, to send updates, information and notices to Shareholders or otherwise correspond with<br>Shareholders regarding the Company, to seek professional advice (including legal advice), to meet accounting, tax reporting and audit<br>obligations, to manage risk and operations and to maintain internal records. |
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| 213. | The Company transfers Personal Data to certain third parties who process<br>the Personal Data on the Company’s behalf, including third party service providers that it appoints or engages to assist with its management,<br>operation, administration and legal, governance and regulatory compliance. In certain circumstances, the Company may be required by law<br>or regulation to transfer Personal Data and other information with respect to one or more Shareholders to a governmental, regulatory,<br>tax or law enforcement authority. That authority may, in turn, exchange this information with another governmental, regulatory, tax or<br>law enforcement authority established in or outside the Cayman Islands. |
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EXCLUSIVE JURISDICTION AND FORUM
| 214. | Unless the Company consents in writing to the selection of an alternative<br>forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with<br>the Memorandum, these Articles or otherwise related in any way to each Shareholder’s shareholding in the Company, including but not limited<br>to: |
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| (a) | any derivative action or proceeding brought on behalf of the Company; |
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| (b) | any action asserting a claim of breach of any fiduciary or other duty owed by any current or former Director,<br>officer or other employee of the Company to the Company or the Shareholders; |
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| (c) | any action asserting a claim arising pursuant to any provision of the Companies Act, the Memorandum or<br>these Articles; or |
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| (d) | any action asserting a claim against the Company governed by the “internal affairs doctrine”<br>(as such concept is recognised under the laws of the United States of America). |
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| 215. | Each Shareholder irrevocably submits to the exclusive jurisdiction of<br>the courts of the Cayman Islands over all such claims or disputes. |
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| 216. | Without prejudice to any other rights or remedies that the Company may<br>have, each Shareholder acknowledges that damages alone would not be an adequate remedy for any breach of the selection of the courts of<br>the Cayman Islands as exclusive forum and that accordingly the Company shall be entitled, without proof of special damages, to the remedies<br>of injunction, specific performance or other equitable relief for any threatened or actual breach of the selection of the courts of the<br>Cayman Islands as exclusive forum. |
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| 217. | Articles 214 and 215 shall not apply to any action or suits brought<br>to enforce any liability or duty created by the U.S. Securities Act of 1933, as amended, the U.S. Exchange Act or any claim for which<br>the federal district courts of the United States of America are, as a matter of the laws of the United States of America, the sole and<br>exclusive forum for determination of such a claim. |
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Exhibit 4.1
SHARE RIGHTS AGREEMENT
This Share Rights Agreement (this “Agreement”) is made as of November 24, 2025 between Invest Green Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company (the “ShareRights Agent”).
WHEREAS, the Company has entered into an agreement with Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“Representative”), as representative of the several underwriters, for the Company’s initial public offering (“Public Offering”) pursuant to which the underwriters will purchase up to an aggregate of 17,250,000 units (including up to 2,250,000 additional units if the underwriters’ over-allotment option is exercised in full), each unit (“Unit”) comprised of one Class A ordinary share of the Company, $0.0001 par value (the “Ordinary Shares”), and one right to receive one-tenth (1/10) of one Ordinary Share (a “Public Share Right”) upon the happening of the triggering event described herein, and in connection therewith, will issue and deliver up to an aggregate of 17,250,000 Public Share Rights upon consummation of such Public Offering, 2,250,000 of which are attributable to the over-allotment option;
WHEREAS, the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File No. 333-288875, as amended (“Registration Statement”), for the registration, under the Securities Act of 1933, as amended (“Act”) of, among other securities, the Units, Public Share Rights, and the Ordinary Shares issuable to the holders of the Units and Public Share Rights;
WHEREAS, the Company has entered into agreements with (i) IG SPAC Sponsor LLC (the “Sponsor”) to purchase up to an aggregate of 480,000 private units and (ii) the Representative to purchase up to an aggregate of 300,000 private units, in private placement transactions to occur simultaneously with the consummation of the Public Offering, with each Unit comprised of one Ordinary Share and one right to receive one-tenth (1/10) of one Ordinary Share (the “Private Share Rights”);
WHEREAS, up to $3,500,000 of working capital loans, as described in the Registration Statement, may be converted into up to 700,000 private placement-equivalent units, with each Unit comprised of one Ordinary Share and one right to receive one-tenth (1/10) of one Ordinary Share (the “WorkingCapital Share Rights”, together with the Public Share Rights and the Private Share Rights, the “Share Rights”);
WHEREAS, the Company desires the Share Rights Agent to act on behalf of the Company, and the Share Rights Agent is willing to so act, in connection with the issuance, registration, transfer and exchange of the Share Rights;
WHEREAS, the Company desires to provide for the form and provisions of the Share Rights, the terms upon which they shall be issued, and the respective rights, limitation of rights, and immunities of the Company, the Share Rights Agent, and the holders of the Share Rights; and
WHEREAS, all acts and things have been done and performed which are necessary to make the Share Rights, when executed on behalf of the Company and countersigned by or on behalf of the Share Rights Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
Appointment of Share Rights Agent. The Company hereby appoints the Share Rights Agent to act as agent for the Company for the Share Rights, and the Share Rights Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.
Share Rights.
2.1. Form of Share Right. Each Share Right shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board or Chief Executive Officer and Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed upon any Share Right shall have ceased to serve in the capacity in which such person signed the Share Right before such Share Right is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.
2.2. Effect of Countersignature. Unless and until countersigned by the Share Rights Agent pursuant to this Agreement, a Share Right shall be invalid and of no effect and may not be exchanged for Ordinary Shares.
2.3. Registration.
2.3.1. Share Right Register. The Share Rights Agent shall maintain books (“Right Register”) for the registration of original issuance and the registration of transfer of the Rights. Upon the initial issuance of the Share Rights, the Share Rights Agent shall issue and register the Share Rights in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Share Rights Agent by the Company.
2.3.2. Registered Holder. Prior to due presentment for registration of transfer of any Share Right, the Company and the Share Rights Agent may deem and treat the person in whose name such Share Right shall be registered upon the Share Right Register (“registered holder”) as the absolute owner of such Share Right and of each Share Right represented thereby (notwithstanding any notation of ownership or other writing on the Share Right Certificate made by anyone other than the Company or the Share Rights Agent), for the purpose of the exchange thereof, and for all other purposes, and neither the Company nor the Share Rights Agent shall be affected by any notice to the contrary.
2.4. Detachability of Share Rights. The securities comprising the Units, including the Share Rights, will not be separately transferable until the fifty second (52nd) day after the date hereof unless the Representatives inform the Company of their decision to allow earlier separate trading, but in no event will separate trading of the securities comprising the Units begin until (i) the Company files a Current Report on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering including the proceeds received by the Company from the exercise of the over-allotment option, if the over-allotment option is exercised on the date hereof, and (ii) the Company issues a press release and files a Current Report on Form 8-K announcing when such separate trading shall begin.
- Terms and Exchange of Share Rights.
3.1. Share Rights. Each Share Right shall entitle the holder thereof to receive one-tenth of one Ordinary Share upon the happening of the Exchange Event (described below). Subject to Section 3.3.1 below with respect to the registered holders of Share Rights, in the event that the Company is not the surviving entity immediately following the Exchange Event, holders of Share Rights shall automatically receive the kind and amount of securities or properties of the surviving entity as the holders of each one-tenth of one Ordinary Share is entitled to receive in the Exchange Event. No additional consideration shall be paid by a holder of Share Rights in order to receive his, her or its Ordinary Shares upon the Exchange Event as the purchase price for such Ordinary Shares has been included in the purchase price for the Units. In no event will the Company be required to net cash settle the Share Rights or issue fractional Ordinary Shares.
3.2. Exchange Event. The Exchange Event shall be the Company’s consummation of an initial Business Combination (as defined in the Company’s Memorandum and Articles of Association and all amendments thereto).
3.3. Exchange of Share Rights.
3.3.1. Issuance of Certificates. As soon as practicable upon the occurrence of the Exchange Event, the Company shall direct registered holders of the Share Rights to return their Share Rights Certificates to the Share Rights Agent. Upon receipt of a valid Share Rights Certificate, the Company shall issue to the registered holder of such Share Right(s) a certificate or certificates for the number of full Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it; provided that in the event that the Company is not the surviving entity following the Exchange Event, the Company shall notify the registered holders of Share Rights at least two business days prior to the occurrence of the Exchange Event and the registered holders of Share Rights shall have the right to receive the kind and amount of securities or properties of the surviving entity pursuant to Section 3.3.4 of this Agreement provided that they affirmatively elect to such conversion. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Share Rights. The Company shall not issue fractional Ordinary Shares upon exchange of Share Rights. At the time of the Exchange Event, the Company will instruct the Share Rights Agent to round down to the nearest whole Ordinary Share.
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3.3.2. Valid Issuance. All Ordinary Shares issued upon an Exchange Event in conformity with this Agreement shall be validly issued, fully paid and nonassessable.
3.3.3. Date of Issuance. Each person in whose name any such certificate for Ordinary Shares is issued shall for all purposes be deemed to have become the holder of record of such shares on the date of the Exchange Event, irrespective of the date of delivery of such certificate.
3.3.4. Company Not Surviving Following Exchange Event. If the Exchange Event results in the Company is not the surviving entity, the definitive agreement will provide for the holders of Share Rights to receive the same kind and amount of securities or properties of the surviving entity as the holders of the Ordinary Shares will receive in with the Exchange Event, for the number of Ordinary Shares such holder is entitled to pursuant to Section 3.3.1 above.
3.4. Duration of Share Rights. If the Exchange Event does not occur within the time period as described in the Company’s Memorandum and Articles of Association and all amendments thereto, and such Business Combination has not yet been consummated within the applicable time period, the Share Rights shall expire and shall be worthless.
- Transfer and Exchange of Share Rights.
4.1. Registration of Transfer. The Share Rights Agent shall register the transfer, from time to time, of any outstanding Share Right upon the Share Right Register, upon surrender of such Share Right for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Share Right representing an equal aggregate number of Share Rights shall be issued and the old Share Right shall be cancelled by the Share Rights Agent. The Share Rights so cancelled shall be delivered by the Share Rights Agent to the Company from time to time upon request.
4.2. Procedure for Surrender of Share Rights. Share Rights may be surrendered to the Share Rights Agent, together with a written request for exchange or transfer, and thereupon the Share Rights Agent shall issue in exchange therefor one or more new Share Rights as requested by the registered holder of the Share Rights so surrendered, representing an equal aggregate number of Rights; provided, however, that in the event that a Share Right surrendered for transfer bears a restrictive legend, the Share Rights Agent shall not cancel such Share Right and issue new Share Rights in exchange therefor until the Share Rights Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Share Rights must also bear a restrictive legend.
4.3. Fractional Share Rights. The Share Rights Agent will not issue fractional shares in connection with an exchange or transfer of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with Cayman Islands law. As a result, you must hold Share Rights in multiples of 10 in order to receive shares for all of your Share Rights upon closing of a business combination.
4.4. Service Charges. No service charge shall be made for any exchange or registration of transfer of Share Rights.
4.5. Adjustments to Conversion Ratios. The number of Ordinary Shares that the holders of Share Rights are entitled to receive as a result of the occurrence of an Exchange Event shall be equitably adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of stock or other like change with respect to the Ordinary Shares occurring on or after the date hereof and prior to the Exchange Event.
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4.6. Share Right Execution and Countersignature. The Share Rights Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Share Rights required to be issued pursuant to the provisions of this Section 4, and the Company, whenever required by the Share Rights Agent, will supply the Share Rights Agent with Share Rights duly executed on behalf of the Company for such purpose.
- Other Provisions Relating to Share Rights of Holders of Share Rights.
5.1. No Share Rights as Stockholder. Until exchange of a Share Right for Ordinary Shares as provided for herein, a Share Right does not entitle the registered holder thereof to any of the Share Rights of a stockholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other matter.
5.2. Lost, Stolen, Mutilated, or Destroyed Share Rights. If any Share Right is lost, stolen, mutilated, or destroyed, the Company and the Share Rights Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Share Right, include the surrender thereof), issue a new Share Right of like denomination, tenor, and date as the Share Right so lost, stolen, mutilated, or destroyed. Any such new Share Right shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Share Right shall be at any time enforceable by anyone.
5.3. Reservation of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares that will be sufficient to permit the exchange of all outstanding Share Rights issued pursuant to this Agreement.
- Concerning the Share Rights Agent and Other Matters.
6.1. Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Share Rights Agent in respect of the issuance or delivery of Ordinary Shares upon the exchange of Share Rights, but the Company shall not be obligated to pay any transfer taxes in respect of the Share Rights or such shares.
6.2. Resignation, Consolidation, or Merger of Share Rights Agent.
6.2.1. Appointment of Successor Share Rights Agent. The Share Rights Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Share Rights Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Share Rights Agent in place of the Share Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity by the Share Rights Agent or by the holder of the Share Right (who shall, with such notice, submit his, her or its Share Right for inspection by the Company), then the holder of any Share Right may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Share Rights Agent at the Company’s cost. Any successor Share Rights Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Share Rights Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Share Rights Agent with like effect as if originally named as Share Rights Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Share Rights Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Share Rights Agent all the authority, powers, and Share Rights of such predecessor Share Rights Agent hereunder; and upon request of any successor Share Rights Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Share Rights Agent all such authority, powers, rights, immunities, duties, and obligations.
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6.2.2. Notice of Successor Share Rights Agent. In the event a successor Share Rights Agent shall be appointed, the Company shall give notice thereof to the predecessor Share Rights Agent and the transfer agent for the Ordinary Shares not later than the effective date of any such appointment.
6.2.3. Merger or Consolidation of Share Rights Agent. Any corporation into which the Share Rights Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Share Rights Agent shall be a party shall be the successor Share Rights Agent under this Agreement without any further act.
6.3. Fees and Expenses of Share Rights Agent.
6.3.1. Remuneration. The Company agrees to pay the Share Rights Agent reasonable remuneration for its services as such Share Rights Agent hereunder and will reimburse the Share Rights Agent upon demand for all expenditures that the Share Rights Agent may reasonably incur in the execution of its duties hereunder.
6.3.2. Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Share Rights Agent for the carrying out or performing of the provisions of this Agreement.
6.4. Liability of Share Rights Agent.
6.4.1. Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Share Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer or Chief Financial Officer and delivered to the Share Rights Agent. The Share Rights Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.
6.4.2. Indemnity. The Share Rights Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. Subject to Section 6.6, the Company agrees to indemnify the Share Rights Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Share Rights Agent in the execution of this Agreement except as a result of the Share Rights Agent’s gross negligence or intentional misconduct.
6.4.3. Exclusions. The Share Rights Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Share Right (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Share Right; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Share Right or as to whether any Ordinary Shares will, when issued, be valid and fully paid and nonassessable.
6.5. Acceptance of Agency. The Share Rights Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth.
6.6. Waiver. The Share Rights Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Share Rights Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
- Miscellaneous Provisions.
7.1. Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Share Rights Agent shall bind and inure to the benefit of their respective successors and assigns.
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7.2. Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Share Rights Agent or by the holder of any Share Right to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Share Rights Agent), as follows:
Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Share Right or by the Company to or on the Share Rights Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Share Rights Agent with the Company), as follows:
Continental Stock Transfer & Trust Company
1 State Street, 30th floor
New York, NY 10004
New York, New York 10004
Attn: Compliance Department
Email: compliance@continentalstock.com
And
Invest Green Acquisition Corporation
445 Park Avenue, 9th Floor
New York, NY 10022
Attn: Andrew McLean
with a copy to:
Greenberg Traurig, LLP
1750 Tysons Boulevard, Suite 1000
McLean, Virginia 22102
Attn: Jason Simon, Esq.; Tricia Branker, Esq.
7.3. Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Share Rights shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement, including under the Securities Act, shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 7.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Share Rights shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Share Rights holder, such Share Rights holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Share Rights holder in any such enforcement action by service upon such Share Rights holder’s counsel in the foreign action as agent for such Share Rights holder.
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7.4. Persons Having Share Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the registered holders of the Share Rights and, any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the registered holders of the Share Rights.
7.5. Examination of this Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Share Rights Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Share Right. The Share Rights Agent may require any such holder to submit his, her or its Share Right for inspection by it.
7.6. Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
7.7. Effect of Headings. The Section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.
7.8. Amendments. This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments shall require the written consent or vote of the registered holders of at least 50% of the then-outstanding Public Share Rights, to make any change that adversely affects the interests of the registered holders of Public Share Rights and, solely with respect to any amendment to the terms of the Private Share Rights or Working Capital Share Rights or any provision of this Agreement with respect to the Private Share Rights, or Working Capital Share Rights (including, for the avoidance of doubt, the forfeiture or cancellation of any Private Share Rights or Working Capital Share Rights), 50% of the number of then outstanding Private Share Rights and Working Capital Share Rights.
7.9. Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
[Signature Page Follows]
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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.
| INVEST GREEN ACQUISITION CORPORATION | ||
|---|---|---|
| By: | /s/ Andrew McLean | |
| Name: | Andrew McLean | |
| Title: | Chief Executive Officer | |
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY | ||
| --- | --- | --- |
| By: | /s/ Steve Vacante | |
| Name: | Steve Vacante | |
| Title: | Vice President |
[Signature Page to Share Rights Agreement]
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EXHIBIT A
Form of Share Right
| NUMBER | RIGHTS |
|---|---|
| ________R |
INVEST GREEN ACQUISITION CORPORATION
INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP G4924G 110
THIS CERTIFIES THAT, for value received
_____________is the registered holder of a right or rights (the “Share Right” or “Share Rights,” respectively) to receive one-tenth of one Class A ordinary share, par value $0.0001 per share (“Ordinary Shares”), of Invest Green Acquisition Corporation (the “Company”) for each Share Right evidenced by this Share Right Certificate on the Company’s completion of an initial business combination (as defined in the prospectus relating to the Company’s initial public offering (“Prospectus”) upon surrender of this Share Right Certificate pursuant to the Share Rights Agreement (the “Share Rights Agreement”) between the Company and Continental Stock Transfer & Trust Company (the “Share Rights Agent”). In no event will the Company be required to net cash settle any Share Right.
Upon liquidation of the Company in the event an initial business combination is not consummated during the required period as identified in the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time, the Share Right(s) shall expire and be worthless. The holder of a Share Right or Share Rights shall have no right or interest of any kind in the Company’s trust account (as defined in the Prospectus).
Upon due presentment for registration of transfer of the Share Right Certificate at the office or agency of the Share Rights Agent a new Share Right Certificate or Share Right Certificates of like tenor and evidencing in the aggregate a like number of Share Rights shall be issued to the transferee in exchange for this Share Right Certificate, without charge except for any applicable tax or other governmental charge.
The Company and the Share Rights Agent may deem and treat the registered holder as the absolute owner of this Share Right Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any conversion hereof, of any distribution to the registered holder, and for all other purposes, and neither the Company nor the Share Rights Agent shall be affected by any notice to the contrary.
Holders of a Share Right or Share Rights are not entitled to any of the rights of a shareholder of the Company.
Dated:
| Secretary | [Corporate Seal] | Chairman of the Board |
|---|---|---|
| 2025 |
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The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
| TEN COM | — | as tenants in common | UNIF GIFT MIN ACT- | _________ Custodian _________ |
|---|---|---|---|---|
| (Cust) (Minor) | ||||
| TEN ENT | — | as tenants by the entireties | ||
| under Uniform Gifts to Minors Act | ||||
| JT TEN | — | as joint tenants with right of survivorship and not as tenants in common<br> Act | _____________________________<br><br> <br>(State) |
Additional Abbreviations may also be used though not in the above list.
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INVEST GREEN ACQUISITION CORPORATION
The Company will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the rights represented thereby are issued and shall be held subject to all the provisions of the Share Rights Agreement, and all amendments thereto, to all of which the holder of this certificate by acceptance hereof assents.
For value received,___________________________hereby sell, assign and transfer unto
| PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE |
|---|
| (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) |
| --- |
Rights represented by the within Certificate,and do hereby irrevocably constitute and appoint __________Attorney to transfer the said Rights on the books of the within named Companywill full power of substitution in the premises.
Dated ___________
| Notice: | The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever. |
|---|
Signature(s) Guaranteed:
| THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15). |
|---|
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Exhibit 10.1
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 24, 2025 by and between Invest Green Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-288875) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value US$0.0001 per share (the “OrdinaryShares”), and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;
WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC as representative (the “Representative”) of the underwriters (the “Underwriters”) named therein;
WHEREAS, as described in the Registration Statement, US$150,000,000 of the gross proceeds of the Offering and sale of the Private Placement Units (as defined in the Underwriting Agreement) (or US$172,500,000 if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”) for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,” the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”);
WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to US$6,000,000, or up to US$6,900,000 if the Underwriters’ over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters upon the consummation of the Business Combination (as defined below) (such discounts and commissions, the “DeferredDiscount”); and
WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.
NOW THEREFORE, IT IS AGREED:
- Agreements and Covenantsof Trustee. The Trustee hereby agrees and covenants to:
(a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States at JP Morgan Chase Bank, N.A. or at another U.S. chartered commercial bank with consolidated assets of US$100 billion or more and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;
(b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;
(c) Promptly upon receipt of written instruction of the Company, (i) invest and reinvest the Property, initially solely in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, or (ii) hold the Property as uninvested cash or (iii) hold the Property in an interest bearing or non-interest bearing demand deposit account at a U.S. chartered commercial bank with consolidated assets of US$100 billion or more selected by the Trustee that is reasonably satisfactory to the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and while the account funds are invested or uninvested, the Trustee may earn bank credits or other consideration during such periods;
(d) Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,” as such term is used herein;
(e) Promptly notify the Company and the Representatives of all communications received by the Trustee with respect to any Property requiring action by the Company;
(f) Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns relating to assets held in the Trust Account or in connection with the preparation of the Company’s financial statements or completion of the audit of the Company’s financial statements by the Company’s auditors;
(g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;
(h) Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;
(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“TerminationLetter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board”) or other director or authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representatives, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes paid or payable and, in the case of Exhibit B, less up to $100,000 of interest income to pay liquidation and dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) 24 months after the closing of the Offering (or such earlier date as the Company’s board of directors may approve); and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association, as may be amended from time to time (the “Memorandum and Articles”), or (z) upon the end of a 30-day cure period after the date any additional amount of funds was required to be deposited in the Trust Account as a condition of any extension of such date approved by the Company’s shareholders but were not deposited; a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes paid or payable and up to US$100,000 of interest income to pay liquidation and dissolution expenses), shall be distributed to the Public Shareholders of record as of such date;
(j) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “TaxPayment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to cover any income tax obligation owed by the Company (but in no event to cover any excise tax), which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority, so long as there is no reduction in the principal amount per share initially deposited in the Trust Account plus any additional amounts required to be deposited for an extension of the last date to complete a business combination as a condition of any extension of such date approved by the Company’s shareholders; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution (it being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;
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(k) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “ShareholderRedemption Withdrawal Instruction”), the Trustee shall distribute on behalf of the Company the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with a shareholder vote to approve an amendment to the Memorandum and Articles not for the purposes of approving, or in conjunction with the consummation of, a Business Combination (as defined below) (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem one hundred percent (100%) of its public Ordinary Shares if the Company has not consummated an initial Business Combination within such time as is described in the Memorandum and Articles or (B) with respect to any other provision relating to the rights of holders of Ordinary Shares or pre-initial Business Combination activity. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request;
(l) Not make any withdrawals or distributions from the Trust Account other than pursuant to Sections 1(i), 1(j), or 1(k) above.
- Agreements and Covenantsof the Company. The Company hereby agrees and covenants to:
(a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairperson of the Board, President, Chief Executive Officer, Chief Financial Officer, Secretary or other director or authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;
(b) Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld, conditioned, or delayed; provided, further that the Company may conduct and manage the defense against any Indemnified Claim if the Trustee does not promptly take reasonable steps to mount such a defense. The Company may participate in such action with its own counsel;
(c) Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;
(d) In connection with any vote of the Company’s shareholders regarding a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses or entities (the “Business Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the general meeting verifying the vote of such shareholders regarding such Business Combination;
(e) Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same;
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(f) Unless otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representatives on behalf of the Underwriters prior to any transfer of funds held in the Trust Account to the Company or any other person;
(g) Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement; and
(h) Within four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provide the Trustee with a notice in writing setting forth the total amount of the Deferred Discount (as provided in the Underwriting Agreement).
- Limitations of Liability. The Trustee shall have no responsibility or liability to:
(a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein;
(b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;
(c) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;
(d) Refund any depreciation in principal of any Property;
(e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;
(f) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;
(g) Verify the accuracy of the information contained in the Registration Statement;
(h) Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;
(i) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;
(j) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, tax obligations, except pursuant to Section 1(j) hereof; or
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(k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.
Termination. This Agreement shall terminate as follows:
(a) If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or
(b) At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).
(c) If the Offering is not consummated within ten (10) business days of the date of this Agreement, any funds received by the Trustee from the Company or IG SPAC Sponsor LLC (the “Sponsor”) for purposes of funding the Trust Account shall be promptly returned to the Company or Sponsor, as applicable.
- Miscellaneous.
(a) The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.
(b) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.
(c) This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i), 1(j) or 1(k) hereof (which sections may not be modified, amended or deleted without the affirmative vote of sixty-five percent (65%) of the then outstanding Ordinary Shares and Class B ordinary shares, par value US$0.0001 per share, of the Company, voting together as a single class; provided that no such amendment will affect any Public Shareholder who has properly elected to redeem his, her or its Ordinary Shares in connection with a shareholder vote to approve an amendment to this Agreement (A) that would affect the substance or timing of the Company’s obligation to redeem one hundred percent (100%) of its public Ordinary Shares if the Company does not complete its initial Business Combination within the time frame specified in the Memorandum and Articles or (B) with respect to any other provision relating to the rights of holders of Ordinary Shares or pre-initial Business Combination activity), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto.
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(d) The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.
(e) Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile or email transmission:
if to the Trustee, to:
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
Email: fwolf@continentalstock.com
Email: cgonzalez@continentalstock.com
if to the Company, to:
Invest Green Acquisition Corporation
445 Park Avenue, 9th Floor
New York, NY 10022
Telephone: (332) 275-5814
Attn: Andrew McLean
Email: andrew@invest.green
in each case, with copies to:
Greenberg Traurig, LLP
1750 Tysons Boulevard, Suite 1000
McLean, Virginia 22102
(703) 749-1300
Attn: Jason Simon, Esq. and Tricia Branker, Esq.
Email: Jason.Simon@gtlaw.com; and brankert@gtlaw.com
if to Cohen, to:
Cohen & Company Capital Markets,
a division of Cohen & Company Securities, LLC
3 Columbus Circle, 24th Floor
New York, NY 10019
Attn: Jerry Serowik, Senior Managing Director, Head of Capital Markets
(f) Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.
(g) This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.
(h) Each of the Company and the Trustee hereby acknowledges and agrees that the Representatives, on behalf of the Underwriters, is a third-party beneficiary of this Agreement.
(i) Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity without the prior written consent of the other.
[Signature Page Follows]
6
IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.
| Continental Stock Transfer & Trust Company, as Trustee | |
|---|---|
| By: | /s/ Francis Wolf |
| Name: | Francis Wolf |
| Title: | Vice President |
| Invest Green Acquisition Corporation | |
| By: | /s/ Andrew McLean |
| Name: | Andrew McLean |
| Title: | Chief Executive Officer |
Signature Page to
Investment Management Trust Agreement
7
SCHEDULE A
| Fee Item | Time and Method of Payment | Amount | |
|---|---|---|---|
| Initial acceptance fee | Initial closing of the Offering by wire transfer. | $ | 2,000 |
| Annual fee | First year fee payable at initial closing of the Offering by wire transfer, thereafter on the anniversary of the effective date of the Offering by wire transfer or check. | $ | 8,000 |
| Transaction processing fee for disbursements to Company under Sections 1(i) and 1(j) | Billed to Company following disbursement made to Company under Sections 1(i) and 1(j) | $ | 150 |
| Paying Agent services as required pursuant to Section 1(i) and 1(k) | Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k) | Prevailing rates |
Schedule A-1
Exhibit A
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
| Re: | Trust Account—Termination Letter |
|---|
Dear Mr. Wolf & Ms. Gonzalez:
Pursuant to Section 1(i) of the Investment Management Trust Agreement between Invest Green Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of November 24, 2025 (the “TrustAgreement”), this is to advise you that the Company has entered into an agreement with [●] (the “TargetBusiness”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds into the trust operating account in the United States to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters with respect to the Deferred Discount). It is acknowledged and agreed that while the funds are on deposit in the trust operating account awaiting distribution, the Company will not earn any interest or dividends.
On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”), (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public shareholders who have properly exercised their redemption rights and payment of the Deferred Discount directly to the account or accounts directed by the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.
In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such written instructions as soon thereafter as possible.
Exhibit A-1
| Very truly yours, | |
|---|---|
| Invest Green Acquisition Corporation | |
| By: | |
| Name: | Andrew McLean |
| Title: | Chief Executive Officer |
| Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC | |
| --- | |
| By: | |
| Name: | |
| Title: |
Exhibit A-2
Exhibit B
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
| Re: | Trust Account—Termination Letter |
|---|
Dear Mr. Wolf & Ms. Gonzalez:
Pursuant to Section 1(i) of the Investment Management Trust Agreement between Invest Green Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of November 24, 2025 (the “TrustAgreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles of association, as may be amended from time to time (the “Memorandum and Articles”), as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into the trust operating account in the United States to await distribution to the Public Shareholders, less taxes payable and $100,000 to cover dissolution expenses of the Company. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such $______ promptly upon your receipt of this letter to the Company’s operating account at:
[WIRE INSTRUCTION INFORMATION]
The Company has selected [●], 20[ ]^1^ as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Public Shareholders in accordance with the terms of the Trust Agreement and the Memorandum and Articles. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.
| Very truly yours, | |
|---|---|
| Invest Green Acquisition Corporation | |
| By: | |
| Name: | Andrew McLean |
| Title: | Chief Executive Officer |
| cc: | Cohen & Company Capital Markets |
| --- | --- |
| ^1^ | 24 months (or such earlier date as the Company’s board of directors may approve), or at a later date, if extended. |
| --- | --- |
Exhibit B-1
Exhibit C
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
| Re: | Trust Account—Tax Payment Withdrawal Instruction |
|---|
Dear Mr. Wolf & Ms. Gonzalez:
Pursuant to Section 1(j) of the Investment Management Trust Agreement between Invest Green Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of November 24, 2025 (the “TrustAgreement”), the Company hereby requests that you deliver to the Company US$[●] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In no event will the funds be used to pay any excise tax that may be due. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:
[WIRE INSTRUCTION INFORMATION]
| Very truly yours, | |
|---|---|
| Invest Green Acquisition Corporation | |
| By: | |
| Name: | Andrew McLean |
| Title: | Chief Executive Officer |
| cc: | Cohen & Company Capital Markets |
| --- | --- |
Exhibit C-1
Exhibit D
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
| Re: | Trust Account—Shareholder Redemption Withdrawal Instruction |
|---|
Dear Mr. Wolf & Ms. Gonzalez:
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Invest Green Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of November 24, 2025 (the “TrustAgreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company US$[●] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
The Company needs such funds to pay its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association, as may be amended from time to time (the “Memorandum and Articles”) not for the purposes of approving, or in conjunction with the consummation of, a Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem one hundred percent (100%) of its public Ordinary Shares if the Company has not consummated an initial Business Combination within such time as is described in the Memorandum and Articles or (B) with respect to any other provision relating to the rights of holders of Ordinary Shares or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures.
| Very truly yours, | |
|---|---|
| Invest Green Acquisition Corporation | |
| By: | |
| Name: | Andrew McLean |
| Title: | Chief Executive Officer |
| cc: | Cohen & Company Capital Markets |
| --- | --- |
Exhibit D-1
Exhibit 10.2
November 24, 2025
Invest Green Acquisition Corporation
445 Park Avenue, 9th Floor
New York, NY 10022
| Re: | Initial Public Offering |
|---|
Ladies and Gentlemen:
This letter (this “LetterAgreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Invest Green Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “PublicOffering”), of up to 15,000,000 of the Company’s units (including up to 2,250,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value US$0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one right (each right, a “Share Right”). Each Share Right entitles the holder thereof to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (File No. 333-288875) and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company shall apply to have the Units listed on the Nasdaq Global Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.
In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, IG SPAC Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each an “Insider” and, collectively, the “Insiders”), hereby agree with the Company as follows:
The Sponsor and each Insider agree that if the Company seeks shareholder approval of a proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote all Founder Shares, Private Placement Shares, and any shares acquired by it, him or her in the Public Offering or the secondary public market in favor of such proposed Business Combination, except that it, he or she shall not vote any Class A Ordinary Shares that it, he or she purchased after the Company publicly announces its intention to engage in such proposed Business Combination for or against such proposed Business Combination and (ii) not redeem any Class A Ordinary Shares owned by it, him or her in connection with such shareholder approval. If the Company seeks to consummate a proposed Business Combination by engaging in a tender offer, the Sponsor and each Insider agrees that it, he or she will not sell or tender any Ordinary Shares owned by it, him or her in connection herewith.
The Sponsor and each Insider agree that in the event that the Company fails to consummate a Business Combination by the date that is within 24 months from the closing of the Public Offering, or until such earlier date as the Company’s board of directors may approve, or such later date as the Company’s shareholders may approve, in each case in accordance with the Company’s amended and restated memorandum and articles of association, as may be amended from time to time (the “Completion Window” and the “Memorandum and Articles,” respectively), the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Class A Ordinary Shares sold as part of the Units in the Public Offering (the “OfferingShares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and less up to US$100,000 of interest to pay dissolution expenses), divided by the number of Offering Shares then in issue, which redemption will completely extinguish the Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. The Sponsor and the Insiders agree to not propose any amendment to the Memorandum and Articles not for the purposes of approving, or in conjunction with the consummation of, a Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem one hundred per cent (100%) of the Offering Shares if the Company has not consummated a Business Combination within the Completion Window or (B) with respect to any other material provisions relating to the rights of holders of Class A Ordinary Shares or pre-initial Business Combination activity, unless the Company provides its Public Shareholders with the opportunity to redeem their Offering Shares upon effectiveness of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the Trust Account and not previously released to the Company to pay its taxes, divided by the number of Offering Shares then in issue, subject to applicable law. The Sponsor and each Insider acknowledges that it, he or she will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares or Private Placement Shares held by it, him or her if the Company fails to complete a Business Combination within the Completion Window; although it, he or she will be entitled to liquidating distributions from the Trust Account with respect to any Offering Shares it, he or she holds if the Company fails to complete a Business Combination within the prescribed time frame. The Sponsor and each Insider hereby further acknowledge that it, he or she will not be entitled to (a) redemption rights with respect to any Founder Shares, Private Placement Shares, and Offering Shares held by it, him or her, in connection with the consummation of a Business Combination, or (b) redemption rights with respect to Founder Shares, Private Placement Shares, and Offering Shares held by it, him or her in connection with a shareholder vote to amend the Memorandum and Articles in the manner described above.
To the fullest extent permitted by applicable law and the Memorandum and Articles, the Company hereby agrees to defend, indemnify, hold harmless and exonerate (including the advancement of expenses to the fullest extent permitted by applicable law) the Sponsor and its members (present and former), managers and affiliates and their respective present and former officers and directors (each, a “Sponsor Indemnitee”) from any and all costs, fees, expenses, judgments, liabilities, fines, penalties, reasonable attorneys’ fees and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such costs, fees, expenses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually, and reasonably, incurred by a Sponsor Indemnitee or on a Sponsor Indemnitee’s behalf in connection with any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, hearing or any other actual, threatened or completed proceeding instituted by the Company or any third party, whether civil, criminal, administrative or investigative in nature, in respect of any investment opportunities sourced by a Sponsor Indemnitee for the Company or any liability arising with respect to a Sponsor Indemnitee’s activities in connection with the affairs of the Company (in each case to the extent that such indemnification, hold harmless and exoneration obligations with respect to such matters are not expressly covered by a separate written agreement between the Company and the applicable Sponsor Indemnitee); provided, that in no event shall a Sponsor Indemnitee be entitled to be indemnified or held harmless hereunder in respect of any costs, fees, expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (if any) that a Sponsor Indemnitee may incur by reason of such person’s own actual fraud or intentional misconduct; provided, further, that, for the avoidance of doubt, under no circumstance shall a Sponsor Indemnitee have a claim to any monies or assets held in the Trust Account, and the Company shall not be permitted to procure monies or assets held in the Trust Account for the satisfaction of its obligations to any Sponsor Indemnitee in respect of the indemnification provided hereunder. The Sponsor Indemnitees shall be third party beneficiaries of this paragraph.
During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the undersigned shall not, without the prior written consent of the Representatives, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, any Units, Class A Ordinary Shares, the Company’s Class B ordinary shares, par value US$0.0001 per share (the “Class B Ordinary Shares” and, together with the Class A Ordinary Shares, the “Ordinary Shares”), Share Rights or any securities convertible into, or exercisable, or exchangeable for, Class A Ordinary Shares owned by him, her or it; provided, however, that the foregoing shall not apply to transfers to the Sponsor by the Insiders, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units, Class A Ordinary Shares, Founder Shares, Share Rights or any securities convertible into, or exercisable, or exchangeable for, Class A Ordinary Shares owned by him, her or it, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). If the undersigned is an officer or director of the Company, the undersigned further agrees that the forgoing restrictions shall be equally applicable to any issuer-directed Units that the undersigned may purchase in the Public Offering.
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In the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any officer, member or manager of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject as a result of any claim by (i) any third party (other than the Company’s independent public accountants) for services rendered or products sold to the Company or (ii) a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”); provided, however, that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for services rendered (other than the Company’s independent public accountants) or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below (A) US$10.00 per Offering Share or (B) such lesser amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case including interest earned on the funds held in the Trust Account and net of taxes payable, except as to any claims by a third party or Target that executed an agreement waiving claims against and all rights to seek access to the Trust Account whether or not such agreement is enforceable. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall not be responsible for any liability as a result of any such third-party claims. Notwithstanding any of the foregoing, such indemnification of the Company by the Sponsor shall not apply as to any claims under the Company’s obligation to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Sponsor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within fifteen (15) days following written receipt of notice of the claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.
To the extent that the Underwriters do not exercise their over-allotment option to purchase an additional 2,250,000 Units (as described in the Prospectus), the Sponsor agrees, upon the expiration or waiver of such option, to forfeit and surrender for no consideration for cancellation, a number of Founder Shares equal to the product of 750,000 multiplied by a fraction, (i) the numerator of which is 2,250,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 2,250,000. The forfeiture and surrender will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Founder Shares will represent approximately 25% of the Company’s issued and outstanding Ordinary Shares after the Public Offering (not including the Private Placement Shares). The Sponsor further agrees that to the extent that the size of the Public Offering is increased or decreased and the Sponsor has either purchased or sold Ordinary Shares or an adjustment to the number of Founder Shares has been effected by way of a share dividend or share capitalization, or a surrender for no consideration or share contribution back to capital, or otherwise, in each case in connection with such increase or decrease in the size of the Public Offering, then (A) the references to 2,250,000 in the numerator and denominator of the formula in the first sentence of this paragraph 6 shall be changed to a number equal to 15% of the number of Class A Ordinary Shares included in the Units issued in the Public Offering and (B) the reference to 750,000 in the formula set forth in the first sentence of this paragraph 6 shall be adjusted to such number of Founder Shares that the Sponsor would have to collectively return to the Company in order for all holders of Founder Shares to hold an aggregate of approximately 25% of the Company’s issued and outstanding Ordinary Shares after the Public Offering (not including the Private Placement Shares).
The Sponsor and each Insider hereby agrees and acknowledges that: (i) each of the Underwriters and the Company would be irreparably injured in the event of a breach by the Sponsor of its obligations (as applicable) under paragraphs 1, 2, 4, 5, 6, 8(a) and 8(b) or by each Insider of its obligations under paragraphs 1, 2, 4, 8(a) and 8(b), (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.
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Transfer Restrictions.
(a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) six months after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds US$12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”).
(b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Units (including the underlying Private Placement Shares and Private Placement Rights) held by it, he or she until thirty (30) days after the completion of a Business Combination.
(c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Units (including the underlying Private Placement Shares and Private Placement Rights) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or units were originally purchased; (vi) pro rata distributions from the Sponsor to its respective members, partners or shareholders pursuant to the Sponsor’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii) and (x), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).
Each Insider’s biographical information furnished to the Company and the Representatives that is included in the Prospectus is true and accurate in all respects and does not omit any material information with respect to such Insider’s background and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act. Each Insider’s questionnaire furnished to the Company and the Representatives including any such information that is included in the Prospectus is true and accurate in all respects. Each Insider represents and warrants that: (i) such Insider is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; (ii) such Insider has never been convicted of, or pleaded guilty to, any crime (A) involving fraud, (B) relating to any financial transaction or handling of funds of another person or (C) pertaining to any dealings in any securities and such Insider is not currently a defendant in any such criminal proceeding; and (iii) none of the Sponsor or any such Insider has ever been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.
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The Sponsor and each Insider has full right and power, without violating any agreement to which it, he or she is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer of the Company or as a director on the board of directors of the Company and each Insider hereby consents to being named in the Prospectus as an officer and/or director of the Company, as applicable.
As used herein, (i) “BusinessCombination” shall mean a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses or entities; (ii) “Founder Shares” shall mean the Class B Ordinary Shares held by the Sponsor prior to the consummation of the Public Offering; (iii) “Private PlacementUnits” shall mean the 480,000 units (including if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of US$2,400,000 (including if the over-allotment option is exercised in full), or US$5.00 per unit, in a private placement that shall occur simultaneously with the consummation of the Public Offering. Each Private Placement Unit consists of one Class A Ordinary Share (the “Private Placement Share”) and one Share Right (the “PrivatePlacement Rights”) to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Company’s Business Combination; (iv) “Public Shareholders” shall mean the holders of Offering Shares other than the Sponsor and the Insiders; (v) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Units shall be deposited and (vi) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with any respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).
This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto. Each of the parties hereto hereby acknowledges and agrees that each Representatives are third-party beneficiaries of this Letter Agreement.
No party hereto may assign either this Letter Agreement or any of its rights, interests or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph 13 shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor, each Insider and each of their respective successors, heirs and assigns and permitted transferees.
This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of the State of New York located in the City and County of New York, Borough of Manhattan, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.
Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up or (ii) the liquidation of the Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by December 31, 2025; provided, further, that paragraph 5 of this Letter Agreement shall survive such liquidation.
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| Sincerely, | |
|---|---|
| IG SPAC SPONSOR LLC | |
| By: | /s/ Andrew McLean |
| Name: | Andrew McLean |
| Title: | Manager |
[SIGNATURE PAGE TO LETTERAGREEMENT]
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| INSIDERS: | |
|---|---|
| /s/ Andrew McLean | |
| Name: | Andrew McLean |
| /s/ Jim Campbell | |
| Name: | Jim Campbell |
| /s/ Michael Krawchuk | |
| Name: | Michael Krawchuk |
| /s/ David Dusseault | |
| Name: | David Dusseault |
| /s/ Eric Luo | |
| Name: | Eric Luo |
| /s/ Jing Nealis | |
| Name: | Jing Nealis |
| /s/ Francisco Sánchez | |
| Name: | Francisco Sánchez |
[SIGNATURE PAGE TO LETTER AGREEMENT]
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Acknowledged and Agreed:
INVEST GREEN ACQUISITION CORPORATION
| By: | /s/ Andrew McLean |
|---|---|
| Name: | Andrew McLean |
| Title: | Chief Executive Officer |
[SIGNATURE PAGE TO LETTER AGREEMENT]
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Exhibit 10.3
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 24, 2025, is made and entered into by and between Invest Green Acquisition Corporation, a Cayman Islands exempted company (the “Company”), IG SPAC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”) and the undersigned parties listed under Holders on the signature page hereto (the Sponsor and the Representative together with 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”).
RECITALS
WHEREAS, the Company has 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 750,000 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;
WHEREAS, the Founder Shares are convertible into Class A ordinary shares of the Company, par value $0.0001 per share (the “Ordinary Shares”), on the terms and conditions provided in the Company’s amended and restated memorandum and articles of association;
WHEREAS, on the date hereof, the Company and each of the Sponsor and the Representative entered into a Private Placement Units Purchase Agreement (each, a “PrivatePlacement Units Purchase Agreement”), pursuant to which the Sponsor and the Representative agreed to purchase an aggregate of 780,000 private placement units (or up to 870,000 private placement units if the over-allotment option in connection with the Company’s initial public offering is exercised in full), each unit consisting of one Ordinary Share and one share right (the “PrivateShare Right”) to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination (the “Private Placement Units”) in a private placement transaction occurring simultaneously with the closing of the Company’s initial public offering;
WHEREAS, in order to finance the Company’s transaction costs in connection with its search for and consummation of an initial Business Combination (as defined below), the Sponsor, its affiliates or any of the Company’s officers and directors may loan to the Company funds as the Company may require, of which up to $3,500,000 of such loans may be convertible into private placement-equivalent units (“Working Capital Units”) at a price of $5.00 per unit at the option of the lender; and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE 1
DEFINITIONS
1.1 Definitions. The terms defined in this ARTICLE 1 shall, for all purposes of this Agreement, have the respective meanings set forth below:
“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the principal executive officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.
“Agreement” shall have the meaning given in the Preamble.
“Board” shall mean the Board of Directors of the Company.
“Business Combination” shall mean any merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses or entities.
“Commission” shall mean the United States Securities and Exchange Commission.
“Company” shall have the meaning given in the Preamble.
“Demand Registration” shall have the meaning given in subsection 2.1.2.
“Demanding Holder” shall have the meaning given in subsection 2.1.2.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.
“Form S-1” shall have the meaning given in subsection 2.1.2.
“Form S-3” shall have the meaning given in subsection 2.3.
“Founder Shares” shall have the meaning given in the Recitals hereto and shall be deemed to include the Ordinary Shares issuable upon conversion thereof.
“Founder SharesLock-up Period” shall mean, with respect to the Founder Shares and any Ordinary Shares issuable upon conversion thereof, the period ending on the earlier of (i) one year after the completion of the Company’s initial Business Combination or earlier if, subsequent to the completion of the Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination and (ii) subsequent to the initial Business Combination, the date on which the Company completes a subsequent liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property.
“Holders” shall have the meaning given in the Preamble.
“Insider Letter” shall mean that certain letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and each of the Company’s officers and directors.
“Maximum Numberof Securities” shall have the meaning given in subsection 2.1.5.
“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the light of the circumstances under which they were made) not misleading.
“Ordinary Shares” shall have the meaning given in the Recitals hereto.
“Permitted Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period, Private Placement Lock-up Period or any other lock-up period, as the case may be, under the Insider Letter, the Private Placement Units Purchase Agreement, this Agreement and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.
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“Piggyback Registration” shall have the meaning given in subsection 2.2.1.
“Private PlacementLock-up Period” shall mean, with respect to Private Placement Units (and the underlying securities), that are held by the initial purchasers of such Private Placement Units or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business Combination.
“Private PlacementUnits” shall have the meaning given in the Recitals hereto.
“Private PlacementUnits Purchase Agreement” shall have the meaning given in the Recitals hereto.
“Pro Rata” shall have the meaning given in subsection 2.1.5.
“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.
“Registrable Security” shall mean (a) the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares), (b) the Private Placement Units (including any Ordinary Shares underlying the Private Placement Units and any Ordinary Shares issued or issuable upon the conversion of the Private Share Rights), (c) any outstanding Ordinary Shares or any other equity security (including the Ordinary Shares issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement or acquired by a Holder prior to the consummation of the Business Combination, (d) any equity securities (including the Ordinary Shares issued or issuable upon the exercise of any such equity security) of the Company issuable upon conversion of any working capital loans in an amount up to $3,500,000 made to the Company by a Holder (including the Working Capital Units (including any Ordinary Shares underlying the Working Capital Units and any Ordinary Shares issued or issuable upon the conversion of the underlying Share Rights included in the Working Capital Units)), (e) any equity securities (including the Ordinary Shares issued or issuable upon the exercise of any such equity security) of the Company held by a Holder on or after the date of the Business Combination to the extent that such securities are “restricted securities” (as defined in Rule 144) or are otherwise held by an “affiliate” (as defined in Rule 144) of the Company and (f) any other equity security of the Company issued or issuable with respect to any such Ordinary Share by way of a share capitalization or share sub-division or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations including as to manner or timing of sale or current public information requirements); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.
“Registration” shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.
“RegistrationExpenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:
(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc. and any securities exchange on which the Ordinary Shares are then listed);
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(B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);
(C) printing, messenger, telephone and delivery expenses;
(D) reasonable fees and disbursements of counsel for the Company;
(E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and
(F) reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration to be registered for offer and sale in the applicable Registration.
“RegistrationStatement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.
“Representative” shall have the meaning given in the Recitals hereto.
“Requesting Holder” shall have the meaning given in subsection 2.1.2.
“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.
“Shelf” shall have the meaning given in subsection 2.3.1.
“Sponsor” shall have the meaning given in the Recitals hereto.
“Subsequent ShelfRegistration” shall have the meaning given in subsection 2.3.2.
“Takedown RequestingHolder” shall have the meaning given in subsection 2.3.3.
“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.
“UnderwrittenRegistration” or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.
“UnderwrittenShelf Takedown” shall have the meaning given in subsection 2.3.3.
“Working CapitalUnits” shall have the meaning given in the Recitals hereto.
ARTICLE 2
REGISTRATIONS
2.1 Shelf Registration and Demand Registration.
2.1.1 Shelf Registration. The Company agrees that, within thirty (30) days after the consummation of the Business Combination, the Company will file with the Commission (at the Company’s sole cost and expense) a Registration Statement registering the resale or other disposition of the Registrable Securities (a “Shelf Registration”). The Company shall use its commercially reasonable efforts to cause such Registration Statement to become effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Subject to the limitations contained in this Agreement, the Company shall effect any Shelf Registration on such appropriate registration form of the Commission (i) as shall be selected by the Company and (ii) as shall permit the resale or other disposition of the Registrable Securities by the Holders. If at any time a Registration Statement filed with the Commission pursuant to subsection 2.1.1 is effective and a Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company will use its commercially reasonable efforts to amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place in accordance with the terms of this Agreement.
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2.1.2 Request for Registration. Subject to the provisions of subsection 2.1.5 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, the Holders of at least a majority of the then-outstanding number of Registrable Securities (the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.2 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.
2.1.3 Effective Registration. Notwithstanding the provisions of subsection 2.1.2 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, of such election; and provided, further, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.
2.1.4 Underwritten Offering. Subject to the provisions of subsection 2.1.5 and Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.4 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.
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2.1.5 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
2.1.6 Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.2 shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.6.
2.2 Piggyback Registration.
2.2.1 Piggyback Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.3.3.
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2.2.2 Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown), in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Ordinary Shares that the Company desires to sell, taken together with (i) the Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof (pro rata based on the respective number of Registrable Securities that such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata based on the number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Registration, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
2.2.3 Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.
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2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.
2.3 Shelf Registration.
2.3.1 The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form S-3 or any similar short form registration statement that may be available at such time (“Form S-3”), or if the Company is ineligible to use Form S-3, on Form S-1; a registration statement filed pursuant to this subsection 2.3.1 (a “Shelf”) shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder. Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on a Shelf, the Company shall promptly give written notice of the proposed Registration to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on a Shelf, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to this subsection 2.3.1 if the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000. The Company shall maintain each Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep such Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities included on such Shelf. In the event the Company files a Shelf on Form S-1, the Company shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3.
2.3.2 If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities included thereon are still outstanding, the Company shall use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities including on such Shelf, and pursuant to any method or combination of methods legally available to, and requested by, any Holder. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and (ii) keep such Subsequent Shelf Registration continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities included thereon. Any such Subsequent Shelf Registration shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form. In the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon request of a Holder shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, a Shelf (including by means of a post-effective amendment) or a Subsequent Shelf Registration and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration shall be subject to the terms hereof; provided, however, the Company shall only be required to cause such Registrable Securities to be so covered once annually after inquiry of the Holders.
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2.3.3 At any time and from time to time after a Shelf has been declared effective by the Commission, the Sponsor may request to sell all or any portion of its Registrable Securities in an underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $10,000,000. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company at least 48 hours prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company shall include in any Underwritten Shelf Takedown the securities requested to be included by any holder (each a “Takedown Requesting Holder”) at least 24 hours prior to the public announcement of such Underwritten Shelf Takedown pursuant to written contractual piggyback registration rights of such holder (including to those set forth herein). The Sponsor shall have the right to select the underwriter(s) for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior approval which shall not be unreasonably withheld, conditioned or delayed. For purposes of clarity, any Registration effected pursuant to this subsection 2.3.3 shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.
2.3.4 If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Sponsor, and the Takedown Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor, and the Takedown Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell, exceeds the Maximum Number of Securities, then the Company shall include in such Underwritten Shelf Takedown, as follows: (i) first, the Registrable Securities of the Sponsor that can be sold without exceeding the Maximum Number of Securities, determined Pro Rata based on the respective number of Registrable Securities that each such Holder has so requested to be included in such Underwritten Shelf Takedown; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities of the Takedown Requesting Holders, if any, that can be sold without exceeding the Maximum Number of Securities, determined Pro Rata based on the respective number of Registrable Securities that each Takedown Requesting Holder has so requested to be included in such Underwritten Shelf Takedown.
2.3.5 The Sponsor shall have the right to withdraw from an Underwritten Shelf Takedown for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Underwritten Shelf Takedown prior to the public announcement of such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Shelf Takedown prior to a withdrawal under this subsection 2.3.5.
2.4 Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to subsection 2.1.2 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairperson of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period.
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2.5 Legends. In connection with any sale or other disposition of the Registrable Securities by a Holder pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) and upon compliance by the Holder with the requirements of this Section 2.5, if requested by the Holder, the Company shall cause the transfer agent for the Registrable Securities (the “Transfer Agent”) to remove any restrictive legends related to the book entry account holding such Registrable Securities and make a new, unlegended entry for such book entry shares sold or disposed of without restrictive legends within two (2) trading days of any such request therefor from the Holder; provided that the Company and the Transfer Agent have timely received from the Holder customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith. Subject to receipt from the Holder by the Company and the Transfer Agent of customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, the Holder may request that the Company remove any legend from the book entry position evidencing its Registrable Securities and the Company will, if required by the Transfer Agent, use its commercially reasonable efforts cause an opinion of the Company’s counsel be provided, in a form reasonably acceptable to the Transfer Agent, to the effect that the removal of such restrictive legends in such circumstances may be effected under the Securities Act, following the earliest of such time as such Registrable Securities (i) are subject to or have been or are about to be sold pursuant to an effective registration statement or (ii) have been or are about to be sold pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission). If restrictive legends are no longer required for such Registrable Securities pursuant to the foregoing, the Company shall, in accordance with the provisions of this section and within two (2) trading days of any request therefor from the Holder accompanied by such customary and reasonably acceptable representations and other documentation referred to above establishing that restrictive legends are no longer required, deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry shares. The Company shall be responsible for the fees of its Transfer Agent, its legal counsel and all DTC fees associated with such issuance.
ARTICLE 3
COMPANY PROCEDURES
3.1 General Procedures. If at any time on or after the date the Company consummates a Business Combination the Company is required to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:
3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;
3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
3.1.3 prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ and Underwriters’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders and Underwriters may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;
3.1.4 prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
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3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
3.1.6 provide a transfer agent or rights agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;
3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
3.1.8 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement furnish a copy thereof to each seller of such Registrable Securities and its counsel, including, without limitation, providing copies promptly upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus;
3.1.9 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;
3.1.10 permit a representative of the Holders (such representative to be selected by a majority of the participating Holders), the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information; and provided further, the Company may not include the name of any Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration Statement or Prospectus, any amendment or supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference into such Registration Statement or Prospectus, or any response to any comment letter, without the prior written consent of such Holder or Underwriter and providing each such Holder or Underwriter a reasonable amount of time to review and comment on such applicable document, which comments the Company shall include unless contrary to applicable law;
3.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration which the participating Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;
3.1.12 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;
3.1.13 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering;
3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);
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3.1.15 if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and
3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration, including, without limitation, making available senior executive officers of the Company to participate in any due diligence sessions that may be reasonably requested by the Underwriter in any Underwritten Offering.
3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
3.3 Requirements for Participation in UnderwrittenOfferings. No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.
3.4 Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.
3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
3.6 Limitations of Registration Rights. Notwithstanding anything herein to the contrary, (i) the Representative and/or their designees may not exercise their rights under Sections 2.1 and 2.2 hereunder after five (5) and seven (7) years from the commencement of sales relating to the Company’s initial public offering, respectively, and (ii) the Representative and/or their designees may not exercise their rights under Section 2.1 more than one time.
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ARTICLE 4
INDEMNIFICATION AND CONTRIBUTION
4.1 Indemnification.
4.1.1 The Company agrees to indemnify, to the extent permitted by law and the Company’s amended and restated memorandum and articles of association, each Holder of Registrable Securities, its officers and directors and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.
4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.
4.1.3 Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (plus local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.
4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.
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4.1.5 If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.
4.2 Waiver of Medallion Guaranty. The Company agrees to use commercially reasonable efforts to enter into an indemnification agreement in customary form, in favor of Continental Stock Transfer & Trust Company (or any successor transfer agent or warrant agent of the Company) in connection with the waiver of any requirement to provide a medallion guarantee in connection with any Transfer of any equity securities of the Company by the Sponsor or any of its Permitted Transferees.
ARTICLE 5
MISCELLANEOUS
5.1 Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: 445 Park Avenue, 9th Floor New York, NY 10022, and, if to any Holder, at such Holder’s address or contact information as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.
5.2 Assignment; No Third Party Beneficiaries.
5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.
5.2.2 Prior to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement.
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5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.
5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof.
5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.
5.3 Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.
5.4 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OR THE COURTS OF THE STATE OF NEW YORK IN EACH CASE LOCATED IN THE CITY OF NEW YORK, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.
5.5 Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder of the capital shares of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.
5.6 Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.
5.7 Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities without registration pursuant to Rule 144 (or any similar provision) under the Securities Act with no volume or other restrictions or limitations. The provisions of Section 3.5 and ARTICLE 4 shall survive any termination.
[Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.
| COMPANY: | |
|---|---|
| INVEST GREEN ACQUISITION CORPORATION, | |
| a Cayman Islands exempted company | |
| By: | /s/ Andrew McLean |
| Name: | Andrew McLean |
| Title: | Chief Executive Officer |
| HOLDERS: | |
| **IG SPAC SPONSOR LLC,**a Delaware limited liability company | |
| By: | /s/ Andrew McLean |
| Name: | Andrew McLean |
| Title: | Managing Member |
| COHEN & COMPANY CAPITAL MARKETS, | |
| --- | --- |
| a division of Cohen & Company Securities, LLC | |
| By: | /s/ Jerry Serowik |
| Name: | Jerry Serowik |
| Title: | Senior Managing Director |
[Signature Page to Registration Rights Agreement]
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Exhibit 10.4
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of November 24, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Invest Green Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and IG SPAC Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the “SEC”), File No. 333-288875, under the Securities Act of 1933, as amended (the “Securities Act”). The Purchaser has agreed to purchase an aggregate of 480,000 units (whether or not the underwriters’ over-allotment option is exercised) (the “PrivatePlacement Units”), each Private Placement Unit consisting of one Ordinary Share and one right (the “PrivateShare Right”) to receive one-tenth (1/10) of one Ordinary Share upon the consummation of an initial business combination.
NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:
AGREEMENT
Section 1. Authorization,Purchase and Sale; Terms of the Private Placement Units.
A. Authorization of the Private Placement Units. The Company has duly authorized the issuance and sale of the Private Placement Units to the Purchaser.
B. Purchase and Sale of the Private Placement Units.
(i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPOClosing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 480,000 Private Placement Units at a price of $5.00 per unit for an aggregate purchase price of $2,400,000 (the “PurchasePrice”), which shall be paid by wire transfer of immediately available funds to the Company at least one business day prior to the IPO Closing Date in accordance with the Company’s wiring instructions. On the IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Units purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.
C. Terms of the Private Placement Units.
(i) Each Private Placement Unit shall have the terms set forth herein. Each Private Share Right shall have the terms set forth in a Share Rights Agreement dated the date hereof (the “Share Rights Agreement”) by and between the Company and Continental Stock Transfer & Trust Company (the “Share Rights Agent”).
(ii) At the time of the closing of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement (the “RegistrationRights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units (and the underlying securities contained therein).
Section 2. Representationsand Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Units, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive the IPO Closing Date) that:
A. Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Share Rights Agreement.
B. Authorization; No Breach.
(i) The execution, delivery and performance of this Agreement and the Private Share Rights have been duly authorized by the Company as of the IPO Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in accordance with, and payment pursuant to, the terms of this Agreement, the Private Placement Units and the Private Share Rights will constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms as of the IPO Closing Date.
(ii) The execution and delivery by the Company of this Agreement, the issuance and sale of the Private Placement Units and underlying securities, and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the IPO Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles of Association of the Company in effect on the date hereof or as may be amended at or prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
C. Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Private Placement Units and underlying securities will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and upon registration in the books maintained by or on behalf of the Company for the registration and transfer of the Private Placement Units or the Company’s register of members (in the case of the Ordinary Shares issuable upon conversion of the Private Share Rights), the Purchaser will have good title to the Private Placement Units and underlying securities, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder, under the letter agreement entered into among the Company and its insiders, and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.
D. Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.
E. Regulation D Qualification. Neither the Company nor, to its knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.
Section 3. Representationsand Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Units to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive the IPO Closing Date) that:
A. Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
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B. Authorization; No Breach.
(i) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
(ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of the IPO Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.
C. Investment Representations.
(i) The Purchaser is acquiring the Private Placement Units (and underlying securities) and, upon conversion of the Private Share Rights, the Ordinary Shares underlying the Private Share Rights (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.
(ii) The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.
(iii) The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.
(iv) The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act.
(v) The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Securities.
(vi) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.
(vii) The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. While the Purchaser understands that Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company, the Purchaser understands that Rule 144 includes an exception to this prohibition if the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
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(viii) The Purchaser has such knowledge and experience in financial and business matters, knows of the high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investment in the Securities.
Section 4. Conditionsof the Purchaser’s Obligations. The obligation of the Purchaser to purchase and pay for the Private Placement Units is subject to the fulfillment, on or before the IPO Closing Date, of each of the following conditions:
A. Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as of the IPO Closing Date as though then made.
B. Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the IPO Closing Date.
C. No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement.
D. Share Rights Agreement. The Company shall have entered into the Share Rights Agreement with the Share Rights Agent and the Registration Rights Agreement, each on terms satisfactory to the Purchaser.
Section 5. Conditionsof the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before the IPO Closing Date, of each of the following conditions:
A. Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of the IPO Closing Date as though then made.
B. Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Purchaser on or before the IPO Closing Date.
C. Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement and the Share Rights Agreement and the issuance and sale of the Private Placement Units hereunder.
D. No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement.
E. Share Rights Agreement. The Company shall have entered into the Share Rights Agreement with the Share Rights Agent and the Registration Rights Agreement, each on terms satisfactory to the Company.
Section 6. Termination. This Agreement may be terminated at any time after December 31, 2025 upon the election by either the Company or the Purchaser upon written notice to the other party if the closing of the Public Offering does not occur prior to such date.
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Section 7. Survival ofRepresentations and Warranties. All of the representations and warranties contained herein shall survive the IPO Closing Date.
Section 8. Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration statement on Form S-1 the Company has filed with the U.S. Securities and Exchange Commission, under the Securities Act.
Section 9. Miscellaneous.
A. Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser to affiliates thereof (including, without limitation one or more of its members).
B. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.
C. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement.
D. Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.
E. Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws of the State of New York.
F. Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.
| COMPANY: | ||
|---|---|---|
| INVEST GREEN ACQUISITION CORPORATION | ||
| By: | /s/ Andrew McLean | |
| Name: | Andrew McLean | |
| Title: | Chief Executive Officer | |
| PURCHASER: | ||
| IG SPAC SPONSOR LLC,<br><br>a Delaware limited liability company | ||
| By: | /s/ Andrew McLean | |
| Name: | Andrew McLean | |
| Title: | Manager |
[Signature Page to Private Placement Units Purchase Agreement]
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Exhibit 10.5
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of November 24, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Invest Green Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Purchaser”).
WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the “SEC”), File No. 333-288875, under the Securities Act of 1933, as amended (the “Securities Act”). The Purchaser has agreed to purchase an aggregate of 300,000 units (or 390,000 private placement units if the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Units”), each Private Placement Unit consisting of one Ordinary Share and one right (the “Private Share Right”) to receive one-tenth (1/10) of one Ordinary Share upon the consummation of an initial business combination.
NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:
AGREEMENT
Section 1. Authorization,Purchase and Sale; Terms of the Private Placement Units.
A. Authorization of the Private Placement Units. The Company has duly authorized the issuance and sale of the Private Placement Units to the Purchaser.
B. Purchase and Sale of the Private Placement Units.
(i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPOClosing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 300,000 Private Placement Units at a price of $5.00 per unit for an aggregate purchase price of $1,500,000 (the “PurchasePrice”), which shall be paid by wire transfer of immediately available funds to the Company at least one business day prior to the IPO Closing Date in accordance with the Company’s wiring instructions. On the IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Units purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.
(ii) On the date of any closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 90,000 Private Placement Units (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Units in proportion to the portion of the over-allotment option that is exercised) at a price of $5.00 per unit for an aggregate purchase price of up to $450,000 (the “Over-allotment Purchase Price”) which shall be paid by wire transfer of immediately available funds to the Company at least one business day prior to the Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Units purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.
C. Terms of the Private Placement Units.
(i) Each Private Placement Unit shall have the terms set forth herein. Each Private Share Right shall have the terms set forth in a Share Rights Agreement dated the date hereof (the “Share Rights Agreement”) by and between the Company and Continental Stock Transfer & Trust Company (the “Share Rights Agent”).
(ii) At the time of the closing of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement (the “RegistrationRights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units (and the underlying securities contained therein).
Section 2. Representationsand Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Units, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive the Closing Date) that:
A. Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Share Rights Agreement.
B. Authorization; No Breach.
(i) The execution, delivery and performance of this Agreement and the Private Share Rights have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in accordance with, and payment pursuant to, the terms of this Agreement, the Private Placement Units and the Private Share Rights will constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms as of the Closing Date.
(ii) The execution and delivery by the Company of this Agreement, the issuance and sale of the Private Placement Units and underlying securities, and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles of Association of the Company in effect on the date hereof or as may be amended at or prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
C. Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Private Placement Units and underlying securities will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and upon registration in the books maintained by or on behalf of the Company for the registration and transfer of the Private Placement Units or the Company’s register of members (in the case of the Ordinary Shares issuable upon conversion of the Private Share Rights), the Purchaser will have good title to the Private Placement Units and underlying securities, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder, under the letter agreement entered into among the Company and its insiders, and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.
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D. Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.
E. Regulation D Qualification. Neither the Company nor, to its knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.
Section 3. Representationsand Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Units to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
A. Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
B. Authorization; No Breach.
(i) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
(ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.
C. Investment Representations.
(i) The Purchaser is acquiring the Private Placement Units (and underlying securities) and, upon conversion of the Private Share Rights, the Ordinary Shares underlying the Private Share Rights (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.
(ii) The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.
(iii) The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.
(iv) The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act.
(v) The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Securities.
(vi) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.
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(vii) The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. While the Purchaser understands that Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company, the Purchaser understands that Rule 144 includes an exception to this prohibition if the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
(viii) The Purchaser has such knowledge and experience in financial and business matters, knows of the high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investment in the Securities.
Section 4. Conditionsof the Purchaser’s Obligations. The obligation of the Purchaser to purchase and pay for the Private Placement Units is subject to the fulfillment, on or before each Closing Date, of each of the following conditions:
A. Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as of such Closing Date as though then made.
B. Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before such Closing Date.
C. No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement.
D. Share Rights Agreement. The Company shall have entered into the Share Rights Agreement with the Share Rights Agent and the Registration Rights Agreement, each on terms satisfactory to the Purchaser.
Section 5. Conditionsof the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:
A. Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of such Closing Date as though then made.
B. Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date.
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C. Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement and the Share Rights Agreement and the issuance and sale of the Private Placement Units hereunder.
D. No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement.
E. Share Rights Agreement. The Company shall have entered into the Share Rights Agreement with the Share Rights Agent and the Registration Rights Agreement, each on terms satisfactory to the Company.
Section 6. Termination. This Agreement may be terminated at any time after December 31, 2025 upon the election by either the Company or the Purchaser upon written notice to the other party if the closing of the Public Offering does not occur prior to such date.
Section 7. Survival ofRepresentations and Warranties. All of the representations and warranties contained herein shall survive each Closing Date.
Section 8. Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration statement on Form S-1 the Company has filed with the U.S. Securities and Exchange Commission, under the Securities Act.
Section 9. Miscellaneous.
A. Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser to affiliates thereof (including, without limitation one or more of its members).
B. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.
C. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement.
D. Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.
E. Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws of the State of New York.
F. Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.
| COMPANY: | ||
|---|---|---|
| INVEST GREEN ACQUISITION CORPORATION | ||
| By: | /s/ Andrew McLean | |
| Name: | Andrew McLean | |
| Title: | Chief Executive Officer | |
| PURCHASER: | ||
| COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF COHEN & COMPANY SECURITIES, LLC | ||
| By: | /s/ Jerry Serowik | |
| Name: | Jerry Serowik | |
| Title: | Managing Director |
[Signature Page to Private Placement Units Purchase Agreement]
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Exhibit 10.6
INDEMNITYAGREEMENT
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 24, 2025.
Between:
| (1) | INVEST GREEN ACQUISITION CORPORATION, an exempted company incorporated under the laws of the Cayman Islands, 445 Park Avenue, 9th Floor, New York, NY 10022, United States of America (the “Company”); and |
|---|---|
| (2) | [●] (“Indemnitee”). |
| --- | --- |
Whereas:
| (A) | Highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies; |
|---|---|
| (B) | The board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and any of its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among publicly traded companies and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers and other persons in service to companies or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The amended and restated articles of association of the Company (the “Articles”) provide for the indemnification of the officers and directors of the Company. The Articles expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights; |
| --- | --- |
| (C) | The uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons; |
| --- | --- |
| (D) | The Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s shareholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future; |
| --- | --- |
| (E) | It is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law and the Articles so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities; |
| --- | --- |
| (F) | This Agreement is a supplement to and in furtherance of the Articles and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; |
| --- | --- |
| (G) | Indemnitee may not be willing to serve as an officer or director, advisor or in another capacity without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified; and |
| --- | --- |
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NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of the date hereof, among the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representative of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
TERMS AND CONDITIONS
| 1. | SERVICES TO THE COMPANY |
|---|
In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected, appointed or retained or until Indemnitee tenders Indemnitee’s resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.
| 2. | DEFINITIONS |
|---|
As used in this Agreement:
| 2.1 | References to “agent” shall mean any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, advisor, fiduciary or other official of another company, corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company. |
|---|---|
| 2.2 | The terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof. |
| --- | --- |
| 2.3 | A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events: |
| --- | --- |
| (a) | Acquisition of Shares by Third Party. Other than (i) IG SPAC Sponsor LLC, a Delaware limited liability company, or (ii) an affiliate of IG SPAC Sponsor LLC (each a “Sponsor Entity”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (c) of this definition; |
| --- | --- |
| (b) | Change in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who were directors on the date hereof or whose election or nomination for election was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board; |
| --- | --- |
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| (c) | Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than a Sponsor Entity, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; |
|---|---|
| (d) | Liquidation. The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or |
| --- | --- |
| (e) | Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement. |
| --- | --- |
| 2.4 | “Corporate Status” describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which such person is or was serving at the request of the Company. |
| --- | --- |
| 2.5 | “Delaware Court” shall mean the Court of Chancery of the State of Delaware. |
| --- | --- |
| 2.6 | “Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect of which indemnification is sought by Indemnitee. |
| --- | --- |
| 2.7 | “Enterprise” shall mean the Company and any other company, corporation, constituent corporation (including any constituent of a constituent) absorbed in a merger or consolidation to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent. |
| --- | --- |
| 2.8 | “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. |
| --- | --- |
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| 2.9 | “Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding, including reasonable compensation for time spent by Indemnitee for which Indemnitee is not otherwise compensated by the Company or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including, without limitation, the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee. |
|---|---|
| 2.10 | “Independent Counsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporate law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. |
| --- | --- |
| 2.11 | References to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement. |
| --- | --- |
| 2.12 | The term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries (as defined below) of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary of the Company or of any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of share of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary of the Company or of a company or corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of share of the Company. |
| --- | --- |
| 2.13 | The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, or investigative or related nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action (or failure to act) taken by Indemnitee or of any action (or failure to act) on Indemnitee’s part while acting as a director or officer of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement. |
| --- | --- |
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| 2.14 | The term “Subsidiary,” with respect to any Person, shall mean any company, corporation, limited liability company, partnership, joint venture, trust or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person. |
|---|---|
| 3. | INDEMNITY IN THIRD-PARTY PROCEEDINGS |
| --- | --- |
To the fullest extent permitted by applicable law and the Articles, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful.
| 4. | INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY |
|---|
To the fullest extent permitted by applicable law and the Articles, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.
| 5. | INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL |
|---|
Notwithstanding any other provisions of this Agreement except for Section 27, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was successful. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
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| 6. | INDEMNIFICATION FOR EXPENSES OF A WITNESS |
|---|
Notwithstanding any other provision of this Agreement except for Section 27, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding to which Indemnitee is not a party or threatened to be made a party, Indemnitee shall, to the fullest extent permitted by applicable law and the Articles, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.
| 7. | ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS |
|---|---|
| 7.1 | Notwithstanding any limitation in Section 3, 4, or 5, except for Section 27, the Company shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under this Section 7.1 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duties to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of applicable law. |
| --- | --- |
| 7.2 | Notwithstanding any limitation in Section 3, 4, 5 or 7.1, except for Section 27, the Company shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. |
| --- | --- |
| 8. | CONTRIBUTION IN THE EVENT OF JOINT LIABILITY |
| --- | --- |
| 8.1 | To the fullest extent permissible under applicable law and the Articles, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee. |
| --- | --- |
| 8.2 | The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee. |
| --- | --- |
| 8.3 | The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee. |
| --- | --- |
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| 9. | EXCLUSIONS |
|---|
The Company shall not be obligated under this Agreement to make any indemnification, advance expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:
| (a) | for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision and which payment has not subsequently been returned, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise; |
|---|---|
| (b) | for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; or |
| --- | --- |
| (c) | prior to a Change in Control, other than as provided in Sections 14.5 and 14.6 hereof, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law. |
| --- | --- |
| 10. | ADVANCES OF EXPENSES; DEFENSE OF CLAIM |
| --- | --- |
| 10.1 | Notwithstanding any provision of this Agreement to the contrary except for Section 27, and to the fullest extent not prohibited by applicable law or the Articles, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles, applicable law or otherwise. This Section 10.1 shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 9. |
| --- | --- |
| 10.2 | The Company will be entitled to participate in the Proceeding at its own expense. |
| --- | --- |
| 10.3 | The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent. |
| --- | --- |
| 11. | PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION |
| --- | --- |
| 11.1 | Indemnitee agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification, hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise. |
| --- | --- |
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| 11.2 | Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according to Section 12.1 of this Agreement. |
|---|---|
| 12. | PROCEDURE UPON APPLICATION FOR INDEMNIFICATION |
| --- | --- |
| 12.1 | A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board (ii) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (iii) by vote of the shareholders by ordinary resolution. The Company will promptly advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom. |
| --- | --- |
| 12.2 | In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12.1 hereof, the Independent Counsel shall be selected as provided in this Section 12.2. The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11.2 hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12.1 hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14.1 of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). |
| --- | --- |
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| 12.3 | The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. |
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| 13. | PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS |
| --- | --- |
| 13.1 | In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11.2 of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. |
| --- | --- |
| 13.2 | If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall, to the fullest extent permitted by applicable law and the Articles, be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto. |
| --- | --- |
| 13.3 | The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful. |
| --- | --- |
| 13.4 | For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, managers, managing members, or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member or on information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member. The provisions of this Section 13.4 shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement. |
| --- | --- |
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| 13.5 | The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. |
|---|---|
| 14. | REMEDIES OF INDEMNITEE |
| --- | --- |
| 14.1 | In the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law and the Articles, is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12.1 of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 5, 6, 7 or the last sentence of Section 12.1 of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made within ten (10) days after receipt by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication by the Delaware Court to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association. Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. |
| --- | --- |
| 14.2 | In the event that a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated and to receive advances of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advances of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 12.1 of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). |
| --- | --- |
| 14.3 | If a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. |
| --- | --- |
| 14.4 | The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. |
| --- | --- |
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| 14.5 | The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law and the Articles against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted by applicable law and the Articles, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee (i) to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the Articles now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith). |
|---|---|
| 14.6 | Interest shall be paid by the Company to Indemnitee at a rate to be agreed between the Company and Indemnitee for amounts which the Company indemnifies, holds harmless or exonerates, or is obliged to indemnify, hold harmless or exonerate for the period commencing with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company. |
| --- | --- |
| 15. | SECURITY |
| --- | --- |
Notwithstanding anything herein to the contrary except for Section 27, to the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.
| 16. | NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION |
|---|---|
| 16.1 | The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Articles, any agreement, a vote of shareholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) arising out of, or related to, any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Articles or this Agreement, then this Agreement (without any further action by the parties hereto) shall automatically be deemed to be amended to require that the Company indemnify Indemnitee to the fullest extent permitted by law. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. |
| --- | --- |
| 16.2 | The Articles permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee against any liability asserted against Indemnitee or incurred by or on behalf of Indemnitee or in such capacity as a director, officer, employee or agent of the Company, or arising out of Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement, as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement. |
| --- | --- |
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| 16.3 | To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managers, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. |
|---|---|
| 16.4 | In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. |
| --- | --- |
| 16.5 | The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary except for Section 27, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage rights against any person or entity other than the Company. |
| --- | --- |
| 17. | DURATION OF AGREEMENT |
| --- | --- |
All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other company, corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of Indemnitee’s Corporate Status, whether or not Indemnitee is acting in any such capacity at the time any liability or expense is incurred for which indemnification or advancement can be provided under this Agreement.
| 18. | SEVERABILITY |
|---|
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
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| 19. | ENFORCEMENT AND BINDING EFFECT |
|---|---|
| 19.1 | The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company. |
| --- | --- |
| 19.2 | Without limiting any of the rights of Indemnitee under the Articles as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof. |
| --- | --- |
| 19.3 | The indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives. |
| --- | --- |
| 19.4 | The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. |
| --- | --- |
| 19.5 | The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. The Company and Indemnitee further agree that Indemnitee shall be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a Court of competent jurisdiction and the Company hereby waives any such requirement of such a bond or undertaking. |
| --- | --- |
| 20. | MODIFICATION AND WAIVER |
| --- | --- |
No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Company and Indemnitee. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.
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| 21. | NOTICES |
|---|
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and received for by the party to whom said notice or other communication shall have been directed, on such delivery, or (ii) if mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:
| (a) | If to Indemnitee, at the address indicated on the signature page of this Agreement or such other address as Indemnitee shall provide in writing to the Company. |
|---|---|
| (b) | If to the Company, to: |
| --- | --- |
Invest Green Acquisition Corporation
445 Park Avenue, 9th Floor
New York, NY 10022
Attn: Chief Executive Officer
With copies, which shall not constitute notice, to:
Greenberg Traurig LLP
1750 Tysons Boulevard, Suite 1000
McLean, Virginia 22102
Attn: Jason T. Simon, Esq and Tricia Branker, Esq.
or to any other address as may have been furnished to Indemnitee in writing by the Company.
| 22. | APPLICABLE LAW AND CONSENT TO JURISDICTION |
|---|
This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.
| 23. | IDENTICAL COUNTERPARTS |
|---|
This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
| 24. | MISCELLANEOUS |
|---|
Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
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| 25. | PERIOD OF LIMITATIONS |
|---|
No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two (2) years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.
| 26. | ADDITIONAL ACTS |
|---|
If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required, the Company undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will enable the Company to fulfil its obligations under this Agreement.
| 27. | WAIVER OF CLAIMS TO TRUST ACCOUNT |
|---|
Indemnitee hereby agrees that it does not have any right, title, interest or claim of any kind (each, a “Claim”) in or to any monies in the trust account established in connection with the Company’s initial public offering for the benefit of the Company and holders of shares issued in such offering, and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against such trust account for any reason whatsoever.
| 28. | INTERPRETATION |
|---|
In this Agreement:
| (a) | “written” and “in writing” include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record; |
|---|---|
| (b) | “shall” shall be construed as imperative and “may” shall be construed as permissive; |
| --- | --- |
| (c) | references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced; |
| --- | --- |
| (d) | any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; |
| --- | --- |
the term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respects qualifies or modifies the use of the terms “and” or “or” in others. The term “or” shall not be interpreted to be exclusive and the term “and” shall not be interpreted to require the conjunctive (in each case, unless the context otherwise requires);
[Signature Page Follows]
15
IN WITNESS WHEREOF, the parties hereto have caused this Indemnity Agreement to be signed as of the day and year first above written.
| By: | |
|---|---|
| Name: | [●] |
| Address: c/o Invest Green Acquisition Corporation | |
| 445 Park Avenue, 9th Floor | |
| New York, NY 10022 | |
| INVEST GREEN ACQUISITION CORPORATION | |
| By: | |
| Name: | Andrew McLean |
| Title: | Chief Executive Officer |
[Signature Page to Indemnity Agreement]
16
Exhibit99.1
Invest Green Acquisition Corporation Announces Pricing of $150 Million Initial Public Offering
New York, NY, Nov. 24, 2025 (GLOBE NEWSWIRE) -- Invest Green Acquisition Corporation (the “Company”) announced the pricing of its initial public offering of 15,000,000 units at a price of $10.00 per unit on November 24, 2025. The units are expected to be listed for trading on the Nasdaq Global Market under the ticker symbol “IGACU” beginning November 25, 2025. Each unit consists of one Class A ordinary share and one right to receive one tenth of a Class A ordinary share upon the consummation of an initial business combination. Once the securities comprising the units begin separate trading, the Company expects that its Class A ordinary shares and rights will be listed on the Nasdaq Global Market under the symbols “IGAC” and “IGACR,” respectively. The offering is expected to close on November 26, 2025, subject to customary closing conditions.
The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company may pursue an initial business combination opportunity in any industry or sector but expects to focus its efforts on businesses in the broad renewable energy, sustainable finance and nuclear energy sectors, targeting industries that are crucial components of the global clean energy transition and offer viable pathways towards a clean energy future while ensuring sustainable, reliable, and affordable energy supply, where the Company believes its management team’s operational and investment expertise will provide it with a competitive advantage.
Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, is acting as lead book-running manager. The Company has granted the underwriters a 45-day option to purchase up to 2,250,000 additional units at the initial public offering price to cover over-allotments, if any.
The public offering is being made only by means of a prospectus. When available, copies of the prospectus relating to the offering may be obtained from Cohen & Company Capital Markets, 3 Columbus Circle, 24^th^ Floor, New York, NY 10019, Attention: Prospectus Department, or by email at: capitalmarkets@cohencm.com.
A registration statement relating to the securities became effective on November 24, 2025. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds from the offering. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the Company will ultimately complete a business combination transaction. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s offering filed with the U.S. Securities and Exchange Commission (the “SEC”). Copies of these documents are available on the SEC’s website, at www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Media Contact
Andrew McLean
Invest Green Acquisition Corporation
Email: andrew@invest.green
Exhibit 99.2
Invest Green Acquisition Corporation Announces Closing of $172.5 Million Initial Public Offering
New York, NY, Nov. 26, 2025 (GLOBE NEWSWIRE) --Invest Green Acquisition Corporation (the “Company”) announced the closing of its initial public offering of 17,250,000 units at a price of $10.00 per unit on November 26, 2025, which included the full exercise by the underwriters of their overallotment option to purchase an additional 2,250,000 units. Total gross proceeds from the offering were $172,500,000 before deducting underwriting discounts and commissions and other offering expenses payable by the Company. The units began trading on The Nasdaq Global Market (“Nasdaq”) under the ticker symbol “IGACU” on November 25, 2025. Each unit consists of one Class A ordinary share and one right entitling the holder thereof to receive one-tenth of one Class A ordinary share upon the completion of an initial business combination. Once the securities comprising the units begin separate trading, the Class A ordinary shares and rights are expected to be listed on the Nasdaq under the symbols “IGAC” and “IGACR,” respectively.
The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company may pursue an initial business combination opportunity in any industry or sector but expects to focus its efforts on businesses in the broad renewable energy, sustainable finance and nuclear energy sectors, targeting industries that are crucial components of the global clean energy transition and offer viable pathways towards a clean energy future while ensuring sustainable, reliable, and affordable energy supply, where the Company believes its management team’s operational and investment expertise will provide it with a competitive advantage.
Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, acted as sole book-running manager.
The public offering was made only by means of a prospectus. Copies of the prospectus relating to the offering may be obtained from Cohen & Company Capital Markets, 3 Columbus Circle, 24th Floor, New York, NY 10019, Attention: Prospectus Department, or by email at: capitalmarkets@cohencm.com.
A registration statement relating to the securities became effective on November 24, 2025. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the anticipated use of the net proceeds from the offering. No assurance can be given that the net proceeds of the offering will be used as indicated, or that the Company will ultimately complete a business combination transaction. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the Company’s offering filed with the U.S. Securities and Exchange Commission (the “SEC”). Copies of these documents are available on the SEC’s website, at www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact
Andrew McLean
Invest Green Acquisition Corporation
Email: andrew@invest.green