Israel Acquisitions Corp.Israel Acquisitions Corp • March 17th, 2022 • New York
This agreement (this “Agreement”) is entered into on January 26, 2022 by and between Israel Acquisitions Sponsor LLC, a Delaware limited liability company (the “Subscriber”), and Israel Acquisitions Corp., 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 the Subscriber if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company 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:
WARRANT AGREEMENT ISRAEL ACQUISITIONS CORP and AMERICAN STOCK TRANSFER & TRUST COMPANY January 12, 2023Warrant Agreement • January 19th, 2023 • Israel Acquisitions Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated January 12, 2023, is by and between Israel Acquisitions Corp, a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, a New York limited liability company, with offices at 6201 15th Avenue, Brooklyn, New York 11219, as warrant agent (in such capacity, the “Warrant Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 31st, 2022 • Israel Acquisitions Corp • Blank checks • New York
This Agreement, made and entered into effective as of the ___ day of _____, 2022 (“Agreement”), by and between Israel Acquisitions Corp, a Cayman Islands exempted company (“Company”), and ____________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 19th, 2023 • Israel Acquisitions Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 12, 2023 by and between Israel Acquisitions Corp, a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
Underwriting Agreement between Israel Acquisitions Corp and BTIG, LLC Dated January 12, 2023 (the “Agreement”) ISRAEL ACQUISITIONS CORP UNDERWRITING AGREEMENTUnderwriting Agreement • January 19th, 2023 • Israel Acquisitions Corp • Blank checks • New York
The undersigned, Israel Acquisitions Corp, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” or 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 BTIG is listed on such Schedule A, any references to the Underwriters shall refer exclusively to BTIG) as follows:
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • January 19th, 2023 • Israel Acquisitions Corp • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the January 12, 2023, by and between Israel Acquisitions Corp, a Cayman Islands exempted company (the “Company”), and Israel Acquisitions Sponsor LLC, a Delaware limited liability company (the “Subscriber”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 19th, 2023 • Israel Acquisitions Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 12, 2023, is made and entered into by and among Israel Acquisitions Corp, a Cayman Islands exempted company (the “Company”), Israel Acquisitions Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under “Holder” on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2022 • Israel Acquisitions Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_], 2022, is made and entered into by and among Israel Acquisitions Corp, a Cayman Islands exempted company (the “Company”), Israel Acquisitions Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under “Holder” on the signature pages hereto (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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 22nd, 2022 • Israel Acquisitions Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_], 2022 by and between Israel Acquisitions Corp, a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • January 19th, 2023 • Israel Acquisitions Corp • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the January 12, 2023, by and between Israel Acquisitions Corp, a Cayman Islands exempted company (the “Company”) and JonesTrading Institutional Services LLC (the “Subscriber”).
INSIDER LETTER AGREEMENTInsider Letter Agreement • January 19th, 2023 • Israel Acquisitions Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Israel Acquisitions Corp, a Cayman Islands exempted company (the “Company”), and BTIG, LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 14,375,000 of the Company’s units (including 1,875,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”) and one redeemable warrant (the “Warrants”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “P
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • January 2nd, 2024 • Israel Acquisitions Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of [●] 2024, is made and entered into by and among [NewPubco], a company organized under the laws of the State of Israel (the “Company”), and the undersigned parties listed on the signature page hereto (each such party, 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”).
BUSINESS COMBINATION AGREEMENT BY AND BETWEEN ISRAEL ACQUISITIONS CORP, AND POMVOM LTD. DATED AS OF JANUARY 2, 2024Business Combination Agreement • January 2nd, 2024 • Israel Acquisitions Corp • Blank checks • New York
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of January 2, 2024, is entered into by and between Israel Acquisitions Corp, a Cayman Islands exempted company (“SPAC”) and Pomvom Ltd., a company organized under the laws of the State of Israel (the “Company”) whose shares are listed for trading on the TASE. SPAC and the Company shall each be referred to herein from time to time as a “Party” and collectively as the “Parties.” Each capitalized term used but not otherwise defined herein has the meaning set forth in Section 1.1.
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • November 22nd, 2022 • Israel Acquisitions Corp • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [_], 2022, by and between Israel Acquisitions Corp, a Cayman Islands exempted company (the “Company”) and [___] (the “Subscriber”).
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • January 2nd, 2024 • Israel Acquisitions Corp • Blank checks
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”), dated as of January [__], 2024, is entered into by and among Pomvom Ltd., a company organized under the laws of the State of Israel (the “Company”), Israel Acquisitions Corp, a Cayman Islands exempted company (“SPAC”), and the Company Shareholder whose name appears on the signature page of this Agreement (the “Supporting Company Shareholder”). The Company, SPAC and the Supporting Company Shareholder are referred to from time to time in this Agreement individually as a “Party” and collectively as the “Parties”.
ISRAEL ACQUISITIONS CORP 12600 Hill Country Blvd Building R, Suite 275 Bee Cave, TX 78738Israel Acquisitions Corp • August 31st, 2022 • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 11th, 2024 • Israel Acquisitions Corp • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of January 8, 2024, to the Original Trust Agreement (as defined below) is made by and between Israel Acquisitions Corp (the “Company”) and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company), as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
AMENDED AND RESTATED SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • May 15th, 2024 • Israel Acquisitions Corp • Blank checks
This AMENDED AND RESTATED SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of April 19, 2024, by and among Israel Acquisitions Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Pomvom Ltd., a company organized under the laws of the State of Israel (the “Company”), and Israel Acquisitions Corp, a Cayman Islands exempted company (“SPAC”). The Sponsor, the Company and SPAC are referred to from time to time in this Agreement individually as a “Party” and collectively as the “Parties”.
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • November 22nd, 2022 • Israel Acquisitions Corp • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [_], 2022, by and between Israel Acquisitions Corp, a Cayman Islands exempted company (the “Company”), and Israel Acquisitions Sponsor LLC, a Delaware limited liability company (the “Subscriber”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • January 2nd, 2024 • Israel Acquisitions Corp • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of January [__], 2024, by and among Israel Acquisitions Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Pomvom Ltd., a company organized under the laws of the State of Israel (the “Company”), and Israel Acquisitions Corp, a Cayman Islands exempted company (“SPAC”). The Sponsor, the Company and SPAC are referred to from time to time in this Agreement individually as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • April 24th, 2024 • Israel Acquisitions Corp • Blank checks
This AMENDMENT NO. 1 to the BUSINESS COMBINATION AGREEMENT, dated as of April 22, 2024 (this “Amendment”), is made by and between Israel Acquisitions Corp, a Cayman Islands exempted company (“SPAC”) and Pomvom Ltd., a company organized under the laws of the State of Israel (the “Company”). SPAC and the Company shall each be referred to herein from time to time individually as a “Party” and collectively as the “Parties”.
Joint Filing AgreementJoint Filing Agreement • January 30th, 2023 • Israel Acquisitions Corp • Blank checks
This JOINT FILING AGREEMENT, dated as of January 30, 2023, is between Israel Acquisitions Sponsor LLC, Alexander Greystoke and Charles Ecalle (each a “Joint Filer” and, together, the “Joint Filers”).
ISRAEL ACQUISITIONS CORP 12600 Hill Country Blvd Building R, Suite 275 Bee Cave, TX 78738Israel Acquisitions Corp • January 19th, 2023 • Israel Acquisitions Corp • Blank checks
This letter agreement by and between Israel Acquisitions Corp (the “Company”) and Israel Acquisitions Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
