Provident Acquisition Corp. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 12th, 2021 • Provident Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 7, 2021, is made and entered into by and among Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Provident Acquisition Holdings Ltd., a Cayman Islands limited liability company (the “Sponsor”, together with any other parties listed on the signature pages hereto 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”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • December 22nd, 2020 • Provident Acquisition Corp. • Blank checks • New York

Pursuant to Section 1(k) of the Investment Management Trust Agreement between Provident Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[·] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

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Provident Acquisition Corp. 20,000,000 Units UNDERWRITING AGREEMENT
Underwriting Agreement • January 12th, 2021 • Provident Acquisition Corp. • Blank checks • New York

Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as Representative (the “Representative”), an aggregate of 20,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized

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INDEMNITY AGREEMENT
Indemnity Agreement • January 12th, 2021 • Provident Acquisition Corp. • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 7, 2021, by and between Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Winato Kartono (“Indemnitee”).

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FORM OF INDEMNITY AGREEMENT
Form of Indemnity Agreement • December 22nd, 2020 • Provident Acquisition Corp. • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).

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Provident Acquisition Corp. 20,000,000 Units UNDERWRITING AGREEMENT
Provident Acquisition Corp. • December 31st, 2020 • Blank checks • New York

Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as Representative (the “Representative”), an aggregate of 20,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 22nd, 2020 • Provident Acquisition Corp. • Blank checks • Delaware

This Securities Purchase Agreement (this “Agreement”), effective as of 28 October, 2020, is made and entered into by and between Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Provident Acquisition Holdings Ltd., a Cayman Islands limited liability company (the “Buyer”).

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WARRANT AGREEMENT between PROVIDENT ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Warrant Agreement • January 12th, 2021 • Provident Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 7, 2021, is by and between Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).

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FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • December 22nd, 2020 • Provident Acquisition Corp. • Blank checks • Hong Kong

This Forward Purchase Agreement (this “Agreement”) is entered into as of December 15, 2020, between Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”) and the party listed as the purchaser on the signature page hereof (the “Purchaser”).

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Provident Acquisition Corp. Unit 11C/D, Kimley Commercial Building Hong Kong Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • December 22nd, 2020 • Provident Acquisition Corp. • Blank checks • New York

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. (the “Representative”), as the representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 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 Class A ordinary share of the Company, 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. The Units shall be sold in the Public Offering pursuant to a registration sta

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Provident Acquisition Corp. Unit 11C/D, Kimley Commercial Building Hong Kong Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • January 12th, 2021 • Provident Acquisition Corp. • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. (the “Representative”), as the representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 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 Class A ordinary share of the Company, 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. The Units shall be sold in the Public Offering pursuant to a registration sta

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 28th, 2022 • Provident Acquisition Corp. • Services-prepackaged software • New York

THIS REGISTRATION RIGHTS AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of October 28, 2022, is made and entered into by and among:

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FIRST AMENDMENT TO SPONSOR LETTER AGREEMENT
Sponsor Letter Agreement • September 16th, 2022 • Provident Acquisition Corp. • Services-prepackaged software

This First Amendment to Sponsor Letter Agreement (this “Amendment”), dated as of September 16, 2022, is entered into by and among Perfect Corp., a Cayman Islands exempted company with limited liability (the “Company”), Provident Acquisition Corp., a Cayman Islands exempted company with limited liability (“PAQC”), and Provident Acquisition Holdings Ltd., a Cayman Islands exempted company with limited liability (“Sponsor”) and amends that certain Sponsor Letter Agreement, dated as of March 3, 2022 (the “Sponsor Letter Agreement”), by and among the Company, PAQC and Sponsor. Capitalized terms used but not defined in this Amendment have the meanings assigned to them in the Sponsor Letter Agreement.

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ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assignment, Assumption and Amendment Agreement • October 28th, 2022 • Provident Acquisition Corp. • Services-prepackaged software • New York

THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated as of October 28, 2022, is entered into by and among Perfect Corp., a Cayman Islands exempted company (“Perfect”), Provident Acquisition Corp., a Cayman Islands exempted company (“PAQC”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated as of January 7, 2021, by and between PAQC and the Warrant Agent, a copy of which is attached hereto as Annex A. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.

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LOCK-UP AGREEMENT
Lock-Up Agreement • March 3rd, 2022 • Provident Acquisition Corp. • Blank checks • New York

This LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2022, by and among Perfect Corp., a Cayman Islands exempted company with limited liability (the “Company”), Provident Acquisition Corp., a Cayman Islands exempted company with limited liability (“PAQC”), and the persons listed on Schedule A hereto (each, a “Company Shareholder” and collectively, the “Company Shareholders”).

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FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • December 22nd, 2020 • Provident Acquisition Corp. • Blank checks • New York

This Forward Purchase Agreement (this “Agreement”) is entered into as of December 14, 2020, between Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), Provident Acquisition Holdings Ltd., a Cayman Islands exempted company (the “Sponsor”) and the party listed as the purchaser on the signature page hereof (the “Purchaser”).

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SPONSOR WARRANTS PURCHASE AGREEMENT
Sponsor Warrants Purchase Agreement • January 12th, 2021 • Provident Acquisition Corp. • Blank checks • New York

THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of January 7, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Provident Acquisition Holdings Ltd., a Cayman Islands limited liability company (the “Purchaser”).

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FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • September 16th, 2022 • Provident Acquisition Corp. • Services-prepackaged software

This First Amendment to Agreement and Plan of Merger (this “Amendment”), dated as of September 16, 2022, is entered into by and among Provident Acquisition Corp., a Cayman Islands exempted company with limited liability (“PAQC”), Perfect Corp., a Cayman Islands exempted company with limited liability (the “Company”), Beauty Corp., a Cayman Islands exempted company with limited liability and a wholly-owned direct Subsidiary of the Company (“Merger Sub 1”), and Fashion Corp., a Cayman Islands exempted company with limited liability and a wholly-owned direct Subsidiary of the Company (“Merger Sub 2” and, together with Merger Sub 1, the “Acquisition Entities”), and amends that certain Agreement and Plan of Merger, dated as of March 3, 2022 (the “Business Combination Agreement”), by and among the Parties. PAQC, the Company, Merger Sub 1 and Merger Sub 2 are referred to herein as the “Parties”. Capitalized terms used but not defined in this Amendment have the meanings assigned to them in the

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AGREEMENT AND PLAN OF MERGER by and among PROVIDENT ACQUISITION CORP., PERFECT CORP., BEAUTY CORP., and FASHION CORP. dated as of March 3, 2022
Agreement and Plan of Merger • March 3rd, 2022 • Provident Acquisition Corp. • Blank checks • New York

This AGREEMENT AND PLAN OF MERGER (as it may be amended, restated or otherwise modified from time to time, this “Agreement”), dated as of March 3, 2022 is entered into by and among Provident Acquisition Corp., a Cayman Islands exempted company with limited liability (“PAQC”), Perfect Corp., a Cayman Islands exempted company with limited liability (the “Company”), Beauty Corp., a Cayman Islands exempted company with limited liability and a wholly-owned direct Subsidiary of the Company (“Merger Sub 1”), and Fashion Corp., a Cayman Islands exempted company with limited liability and a wholly-owned direct Subsidiary of the Company (“Merger Sub 2” and, together with Merger Sub 1, the “Acquisition Entities”). PAQC, the Company, Merger Sub 1 and Merger Sub 2 are referred to herein as the “Parties.”

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VOTING AGREEMENT
Voting Agreement • March 3rd, 2022 • Provident Acquisition Corp. • Blank checks • New York

This VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 3, 2022, by and among Perfect Corp., a Cayman Islands exempted company with limited liability (the “Company”), Provident Acquisition Corp., a Cayman Islands exempted company with limited liability (“PAQC”), and the persons listed on Schedule A hereto (each, a “Company Shareholder” and collectively, the “Company Shareholders”).

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SPONSOR LETTER AGREEMENT
Sponsor Letter Agreement • March 3rd, 2022 • Provident Acquisition Corp. • Blank checks • New York

This SPONSOR LETTER AGREEMENT (this “Agreement”) is made and entered into as of March 3, 2022, by and among Perfect Corp., a Cayman Islands exempted company with limited liability (the “Company”), Provident Acquisition Corp., a Cayman Islands exempted company with limited liability (“PAQC”), and Provident Acquisition Holdings Ltd., a Cayman Islands exempted company with limited liability (“Sponsor”).

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Provident Acquisition Corp. Unit 11C/D, Kimley Commercial Building,
Provident Acquisition Corp. • December 22nd, 2020 • Blank checks • New York

This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Provident Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination; or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Provident Acquisition Holdings Ltd. (the “Sponsor”) and/or its affiliates shall make available to the Company certain office space, utilities, secretarial and administrative support services as may be required by the Company from time to time, at Unit 11C/D, Kimley Commercial Building, 142 – 146 Queen’s Road Central, Hong Kong in exchange for an aggregate monthly fee of up to $10,000. The Sponsor hereby agrees that it does not have any right, title, inte

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FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • March 3rd, 2022 • Provident Acquisition Corp. • Blank checks • New York

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”), dated as of _______________, 2022 is entered into by and among Provident Acquisition Corp., a Cayman Islands exempted company (the “Issuer”), Perfect Corp., a Cayman Islands exempted company (the “Company”) and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).

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Provident Acquisition Corp. Unit 11C/D, Kimley Commercial Building
Provident Acquisition Corp. • January 12th, 2021 • Blank checks • New York

This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Provident Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination; or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Provident Acquisition Holdings Ltd. (the “Sponsor”) and/or its affiliates shall make available to the Company certain office space, utilities, secretarial and administrative support services as may be required by the Company from time to time, at Unit 11C/D, Kimley Commercial Building, 142 – 146 Queen’s Road Central, Hong Kong in exchange for an aggregate monthly fee of up to $10,000. The Sponsor hereby agrees that it does not have any right, title, inte

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FORM OF SPONSOR WARRANTS PURCHASE AGREEMENT
Purchase Agreement • December 22nd, 2020 • Provident Acquisition Corp. • Blank checks • New York

THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of ______________, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Provident Acquisition Holdings Ltd., a Cayman Islands limited liability company (the “Purchaser”).

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LOCK-UP AGREEMENT
Lock-Up Agreement • October 28th, 2022 • Provident Acquisition Corp. • Services-prepackaged software • New York

This LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of October 28, 2022, by and among Perfect Corp., a Cayman Islands exempted company with limited liability (the “Company”), Provident Acquisition Corp., a Cayman Islands exempted company with limited liability (“PAQC”), and the persons listed on Schedule A hereto (each, a “Company Shareholder” and collectively, the “Company Shareholders”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • January 12th, 2021 • Provident Acquisition Corp. • Blank checks • New York

Pursuant to Section 1(k) of the Investment Management Trust Agreement between Provident Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[·] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

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