INDEMNITY AGREEMENTIndemnity Agreement • June 14th, 2021 • Iron Spark I Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 8, 2021, by and between IRON SPARK I INC., a Delaware corporation (the “Company”), and Joshua L. Spear (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 14th, 2021 • Iron Spark I Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 8, 2021, is made and entered into by and among Iron Spark I Inc., a Delaware corporation (the “Company”), Iron Spark I LLC, a Delaware limited liability company (the “Sponsor”) and each of the other undersigned (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
IRON SPARK I INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 14th, 2021 • Iron Spark I Inc. • Blank checks • New York
The undersigned, Iron Spark I Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with Morgan Stanley & Co. LLC (the “Representative”) and with the 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 Schedule A, any references to Underwriters shall refer exclusively to the Representative), as follows:
WARRANT AGREEMENTWarrant Agreement • March 30th, 2021 • Iron Spark I Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Iron Spark I Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 30th, 2021 • Iron Spark I Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Iron Spark I Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
June 8, 2021Letter Agreement • June 14th, 2021 • Iron Spark I Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Iron Spark I Inc., a Delaware corporation (the “Company”), and Morgan Stanley & Co. LLC, (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s Class A common stock, par value $0.0001 per share (including up to 2,250,000 shares of Class A common stock that may be purchased to cover over-allotments, if any) (the “Common Stock”) The Common Stock will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Common Stock listed on The Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 12 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2021 • Iron Spark I Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Iron Spark I Inc., a Delaware corporation (the “Company”), Iron Spark I LLC, a Delaware limited liability company (the “Sponsor”) and each of the other undersigned (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 20th, 2021 • Iron Spark I Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Iron Spark I Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 14th, 2021 • Iron Spark I Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 8, 2021, by and between Iron Spark I Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 30th, 2021 • Iron Spark I Inc. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Iron Spark I Inc., a Delaware corporation (the “Company”), and Oppenheimer & Co. Inc. (the “Purchaser”).
Form of REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • April 4th, 2022 • Iron Spark I Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 3, 2022, by and among (i) Hypebeast Limited, a Cayman Islands exempted company (together with its successors, “Pubco”), and (ii) the undersigned parties listed as “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
PRIVATE PLACEMENT SHARE PURCHASE AGREEMENTPrivate Placement Share Purchase Agreement • June 14th, 2021 • Iron Spark I Inc. • Blank checks • Delaware
THIS PRIVATE PLACEMENT SHARE PURCHASE AGREEMENT, dated as of June 8, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Iron Spark I Inc., a Delaware corporation (the “Company”), and Iron Spark I LLC (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 4th, 2022 • Iron Spark I Inc. • Blank checks
This Subscription Agreement (this “Subscription Agreement”) is entered into this 3rd day of April, 2022, by and between Hypebeast Limited, an exempted company incorporated under the laws of the Cayman Islands with the registered address at Second Floor, Century Yard, Cricket Square, P.O. Box 902, Grand Cayman, KY1-1103, Cayman Islands (the “Issuer”), and the undersigned subscriber (“Subscriber”).
AGREEMENT AND PLAN OF MERGER dated April 3, 2022 by and among Hypebeast Limited, Hypebeast WAGMI Inc., and Iron Spark I Inc.Agreement and Plan of Merger • April 4th, 2022 • Iron Spark I Inc. • Blank checks • New York
IRON SPARK I INC. UNDERWRITING AGREEMENTIron Spark I Inc. • March 30th, 2021 • Blank checks • New York
The undersigned, Iron Spark I Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with Oppenheimer & Co. Inc. (the “Representative”) and with the 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 Schedule A, any references to Underwriters shall refer exclusively to the Representative), as follows:
SPONSOR LOCK-UP AGREEMENTSponsor Lock-Up Agreement • April 4th, 2022 • Iron Spark I Inc. • Blank checks • New York
THIS SPONSOR LOCK-UP AGREEMENT (this “Agreement”) is dated as of April 3, 2022, by and between the person set forth on Schedule A hereto (each a “Holder”, and collectively, the “Holders”) and Hypebeast Limited, a Cayman Islands exempted company (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
COMPANY SHAREHOLDER LOCK-UP AGREEMENTCompany Shareholder Lock-Up Agreement • April 4th, 2022 • Iron Spark I Inc. • Blank checks • New York
THIS COMPANY SHAREHOLDER LOCK-UP AGREEMENT (this “Agreement”) is dated as of April 3, 2022, by and between Hypebeast Limited, a Cayman Islands exempted company (the “Company”) and CORE Capital Group Limited, a private company incorporated in the British Virgin Islands (“CORE Capital”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
IRON SPARK I INC.Letter Agreement • June 14th, 2021 • Iron Spark I Inc. • Blank checks • New York
This letter agreement by and between Iron Spark I Inc., a Delaware corporation (the “ Company”) and Iron Spark LLC, a Delaware limited liability company (“Iron Spark LLC”) will confirmour agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (Registration No. 333-253775) and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • April 4th, 2022 • Iron Spark I Inc. • Blank checks • New York
THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 3, 2022, by and among Hypebeast Limited, a Cayman Islands exempted company (the “Company”), Iron Spark I Inc., a Delaware corporation (the “SPAC”), Iron Spark I LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties who hold Subject Shares (as defined below) (such parties, the “Insiders” and together with the Sponsor, collectively, the “Founder Holders”).
COMPANY SHAREHOLDER SUPPORT AGREEMENTCompany Shareholder Support Agreement • April 4th, 2022 • Iron Spark I Inc. • Blank checks • New York
THIS COMPANY SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 3, 2022, by and among Hypebeast Limited, a Cayman Islands exempted company (the “Company”), Iron Spark I Inc., a Delaware corporation (the “SPAC”) and CORE Capital Group Limited, a private company incorporated in the British Virgin Islands (“CORE Capital”).
IRON SPARK I INC.Letter Agreement • March 30th, 2021 • Iron Spark I Inc. • Blank checks • New York
This letter agreement by and between Iron Spark I Inc., a Delaware corporation (the “Company”) and Iron Spark LLC, a Delaware limited liability company (“Iron Spark LLC”) will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (Registration No. 333-253775) and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 30th, 2021 • Iron Spark I Inc. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Iron Spark I Inc., a Delaware corporation (the “Company”), and Iron Spark I LLC (the “Sponsor”).
AMENDMENT NO. 1 TO MERGER AGREEMENTMerger Agreement • August 12th, 2022 • Iron Spark I Inc. • Blank checks
THIS AMENDMENT NO. 1 TO MERGER AGREEMENT (this “Amendment”) is entered into on August 12, 2022 by and among Hypebeast Limited, a Cayman Islands exempted company (the “Company”), Hypebeast WAGMI Inc., a Delaware corporation and wholly-owned subsidiary of the Company (the “Merger Sub”), and Iron Spark I Inc., a Delaware corporation (the “SPAC”). Each of the forgoing parties is referred to herein individually as a “Party” and collectively as the “Parties.”
