Jaguar Global Growth Corporation I 3225 Franklin Avenue, Suite 309 Miami, Florida, 33133Jaguar Global Growth Corp I • October 25th, 2021 • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on April 21, 2021 by and between Jaguar Global Growth Partners I, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Jaguar Global Growth Corporation I, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to surrender and cancellation by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • February 16th, 2022 • Jaguar Global Growth Corp I • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of February 10, 2022, is made and entered into by and among Jaguar Global Growth Corporation I, a Cayman Islands exempted company (the “Company”), Jaguar Global Growth Partners I, LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • February 16th, 2022 • Jaguar Global Growth Corp I • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 10, 2022, by and between JAGUAR GLOBAL GROWTH CORPORATION I, a Cayman Islands exempted company (the “Company”), and ____________ (“Indemnitee”).
WARRANT AGREEMENT JAGUAR GLOBAL GROWTH CORPORATION I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 10, 2022Warrant Agreement • February 16th, 2022 • Jaguar Global Growth Corp I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated February 10, 2022, is by and between Jaguar Global Growth Corporation I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
Jaguar Global Growth Corporation I 3225 Franklin Avenue Suite 309 Miami, Florida 33133Letter Agreement • November 24th, 2021 • Jaguar Global Growth Corp I • 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 Jaguar Global Growth Corporation I, a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc. (“Citigroup”) and Barclays Capital Inc. (“Barclays”, together with Citigroup, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 16th, 2022 • Jaguar Global Growth Corp I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 10, 2022 by and between Jaguar Global Growth Corporation I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 16th, 2022 • Jaguar Global Growth Corp I • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 10, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Jaguar Global Growth Corporation I, a Cayman Islands exempted company (the “Company”), and Jaguar Global Growth Partners I, LLC, a Delaware limited liability company (the “Sponsor”).
JAGUAR GLOBAL GROWTH CORPORATION I 20,000,000 Units1 Units, each consisting of one (1) Class A ordinary share, $0.0001 par value, one right to receive one- twelfth of one Class A ordinary share and one-half of one redeemable warrant Underwriting...Underwriting Agreement • February 16th, 2022 • Jaguar Global Growth Corp I • Blank checks • New York
Jaguar Global Growth Corporation I 3225 Franklin Avenue Suite 309 Miami, Florida 33133Letter Agreement • July 1st, 2021 • Jaguar Global Growth Corp I • 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 Jaguar Global Growth Corporation I, a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc. (“Citigroup”) and Barclays Capital Inc. (“Barclays”, together with Citigroup, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be
JAGUAR GLOBAL GROWTH CORPORATION I 3225 Franklin Avenue, Suite 309 Miami, Florida 33133Jaguar Global Growth Corp I • October 25th, 2021 • Blank checks
Jaguar Global Growth Corporation I 3225 Franklin Avenue Suite 309 Miami, Florida 33133Letter Agreement • February 16th, 2022 • Jaguar Global Growth Corp I • 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 Jaguar Global Growth Corporation I, a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc. (“Citigroup”) and Barclays Capital Inc. (“Barclays”, together with Citigroup, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), one right to receive one-twelfth of one Class A Ordinary Share (each, a “Right”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject
RIGHTS AGREEMENTRights Agreement • February 16th, 2022 • Jaguar Global Growth Corp I • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of February 10, 2022, by and between Jaguar Global Growth Corporation I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
FORM OF NON-REDEMPTION AGREEMENTForm of Non-Redemption Agreement • November 14th, 2023 • Jaguar Global Growth Corp I • Blank checks • New York
This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of [•] 2023, is made by and among Jaguar Global Growth Corporation I, a Cayman Islands exempted company limited by shares (the “Company”), and the Backstop Investor (as defined below).
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • March 3rd, 2023 • Jaguar Global Growth Corp I • Blank checks
This SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of March 2, 2023, is made by and among the persons or entities identified on Schedule I hereto (each, a “Shareholder” and collectively the “Shareholders”), Phygital Immersive Limited, a Cayman Islands exempted company limited by shares (“New PubCo”), Jaguar Global Growth Corporation I, a Cayman Islands exempted company limited by shares (“SPAC”), and GLAAM Co., Ltd., a corporation (chusik hoesa) organized under the laws of Korea (the “Company”). The Shareholders, New PubCo, SPAC and the Company shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
AMENDMENT NO. 4 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • September 12th, 2023 • Jaguar Global Growth Corp I • Blank checks • Delaware
This AMENDMENT is made and entered into as of September 7, 2023 (this “Amendment”), by and among Captivision Inc. (FKA Phygital Immersive Limited), a Cayman Islands exempted company limited by shares, Jaguar Global Growth Korea Co., Ltd., a stock corporation (“chusik hoesa”) organized under the laws of Korea, GLAAM Co., Ltd., a corporation (“chusik hoesa”) organized under the laws of Korea (the “Company”), and Jaguar Global Growth Corporation I, a Cayman Islands exempted company limited by shares (“SPAC”). Each of the foregoing will individually be referred to herein as a “Party” and, collectively as the “Parties”. Capitalized terms used, but not otherwise defined, herein shall have the respective meanings assigned to such terms in the Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • March 3rd, 2023 • Jaguar Global Growth Corp I • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of March 2, 2023, is made by and among Phygital Immersive Limited, a Cayman Islands exempted company limited by shares (“New PubCo”), Jaguar Global Growth Corporation I, a Cayman Islands exempted company limited by shares (“SPAC”), GLAAM Co., Ltd., a corporation organized under the laws of Korea (the “Company”), Jaguar Global Growth Partners I, LLC, a Delaware limited liability company (“Sponsor”), and the undersigned individuals (together with Sponsor, the “Sponsor Parties”). New PubCo, SPAC, the Company and the Sponsor Parties shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • July 11th, 2023 • Jaguar Global Growth Corp I • Blank checks • Delaware
This AMENDMENT is made and entered into as of July 7, 2023 (this “Amendment”), by and among Captivision Inc. (FKA Phygital Immersive Limited), a Cayman Islands exempted company limited by shares, Jaguar Global Growth Korea Co., Ltd., a stock corporation (“chusik hoesa”) organized under the laws of Korea, GLAAM Co., Ltd., a corporation (“chusik hoesa”) organized under the laws of Korea (the “Company”), and Jaguar Global Growth Corporation I, a Cayman Islands exempted company limited by shares (“SPAC”). Each of the foregoing will individually be referred to herein as a “Party” and, collectively as the “Parties”. Capitalized terms used, but not otherwise defined, herein shall have the respective meanings assigned to such terms in the Agreement (as defined below).
AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • July 20th, 2023 • Jaguar Global Growth Corp I • Blank checks • Delaware
This AMENDMENT is made and entered into as of July 18, 2023 (this “Amendment”), by and among Captivision Inc. (FKA Phygital Immersive Limited), a Cayman Islands exempted company limited by shares, Jaguar Global Growth Korea Co., Ltd., a stock corporation (“chusik hoesa”) organized under the laws of Korea, GLAAM Co., Ltd., a corporation (“chusik hoesa”) organized under the laws of Korea (the “Company”), and Jaguar Global Growth Corporation I, a Cayman Islands exempted company limited by shares (“SPAC”). Each of the foregoing will individually be referred to herein as a “Party” and, collectively as the “Parties”. Capitalized terms used, but not otherwise defined, herein shall have the respective meanings assigned to such terms in the Agreement (as defined below).
JAGUAR GLOBAL GROWTH CORPORATION I 3225 Franklin Avenue, Suite 309 Miami, Florida 33133 February 10, 2022Jaguar Global Growth Corp I • February 16th, 2022 • Blank checks
LETTER AGREEMENTLetter Agreement • March 3rd, 2023 • Jaguar Global Growth Corp I • Blank checks
This LETTER AGREEMENT (this “Agreement”), dated as of March 2, 2023, is made by and among Ho Joon Lee and Houngki Kim (the “Company Founders”), Phygital Immersive Limited, a Cayman Islands exempted company limited by shares (“New PubCo”), Jaguar Global Growth Korea Co., Ltd., a stock corporation (chusik hoesa) organized under the laws of Korea (“Exchange Sub”), Jaguar Global Growth Corporation I, a Cayman Islands exempted company limited by shares (“SPAC”), and GLAAM Co., Ltd., a corporation (chusik hoesa) organized under the laws of Korea (the “Company”). The Company Founders, New PubCo, Exchange Sub, SPAC and the Company shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 22nd, 2023 • Jaguar Global Growth Corp I • Blank checks • Delaware
This AMENDMENT is made and entered into as of June 16, 2023 (this “Amendment”), by and among Phygital Immersive Limited, a Cayman Islands exempted company limited by shares, Jaguar Global Growth Korea Co., Ltd., a stock corporation (“chusik hoesa”) organized under the laws of Korea, GLAAM Co., Ltd., a corporation (“chusik hoesa”) organized under the laws of Korea, and Jaguar Global Growth Corporation I, a Cayman Islands exempted company limited by shares. Each of the foregoing will individually be referred to herein as a “Party” and, collectively as the ”Parties”. Capitalized terms used, but not otherwise defined, herein shall have the respective meanings assigned to such terms in the Agreement (as defined below).
BUSINESS COMBINATION AGREEMENT by and among PHYGITAL IMMERSIVE LIMITED, JAGUAR GLOBAL GROWTH KOREA CO., LTD., GLAAM CO., LTD, and JAGUAR GLOBAL GROWTH CORPORATION I, dated as of March 2, 2023Registration Rights Agreement • March 3rd, 2023 • Jaguar Global Growth Corp I • Blank checks • Delaware
THIS BUSINESS COMBINATION AGREEMENT is made and entered into as of March 2, 2023 (this “Agreement”), by and among Phygital Immersive Limited, a Cayman Islands exempted company limited by shares (“New PubCo”), Jaguar Global Growth Korea Co., Ltd., a stock corporation (“chusik hoesa”) organized under the laws of Korea (“Exchange Sub”), GLAAM Co., Ltd., a corporation (“chusik hoesa”) organized under the laws of Korea (the “Company”, and together with New PubCo, the “Company Parties”), and Jaguar Global Growth Corporation I, a Cayman Islands exempted company limited by shares (“SPAC”, and together with Exchange Sub, the “SPAC Parties”). Each Company Party and SPAC Party will individually be referred to herein as a “Party” and, collectively, as the “Parties”.
