REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 24th, 2021 • Alpha Capital Acquisition Co • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 18, 2021, is made and entered into by and among Alpha Capital Acquisition Company, a Cayman Islands exempted company (the “Company”), Alpha Capital Sponsor LLC, a Cayman Islands 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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNITY AGREEMENTIndemnity Agreement • February 24th, 2021 • Alpha Capital Acquisition Co • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 18, 2021, by and between ALPHA CAPITAL ACQUISITION COMPANY, a Cayman Islands exempted company (the “Company”), and Alfredo Capote (“Indemnitee”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • January 29th, 2021 • Alpha Capital Acquisition Co • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2021, by and between ALPHA CAPITAL ACQUISITION COMPANY, a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
Alpha Capital Acquisition Company 20,000,000 Units UNDERWRITING AGREEMENTAlpha Capital Acquisition Co • February 24th, 2021 • Blank checks • New York
Alpha Capital Acquisition Company, 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. and BofA Securities, Inc. are acting as Representatives (the “Representatives”), 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, if any (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 Representatives as used herein shall mean you, each as an Underwriter, and the term Underwriter shall mean either the singular or
Alpha Capital Acquisition Company Floor 16 New York, NY 10020Letter Agreement • February 24th, 2021 • Alpha Capital Acquisition Co • 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 Alpha Capital Acquisition Company., a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc. and BofA Securities, Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, 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 des
WARRANT AGREEMENTWarrant Agreement • February 24th, 2021 • Alpha Capital Acquisition Co • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 18, 2021, is by and between Alpha Capital Acquisition Company, 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,” and also referred to herein as the “Transfer Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 29th, 2021 • Alpha Capital Acquisition Co • Blank checks
This Securities Purchase Agreement (this “Agreement”), effective as of December 11, 2020, is made and entered into by and between Alpha Capital Acquisition Company, a Cayman Islands exempted company (the “Company”), and Rafael Steinhauser (the “Buyer”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 24th, 2021 • Alpha Capital Acquisition Co • Blank checks • New York
(as it may from time to time be amended, this “Agreement”), is entered into by and between Alpha Capital Acquisition Company, a Cayman Islands exempted company (the “Company”), and Alpha Capital Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 29th, 2021 • Alpha Capital Acquisition Co • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Alpha Capital Acquisition Company, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 24th, 2021 • Alpha Capital Acquisition Co • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 18, 2021 by and between Alpha Capital Acquisition Company, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
BUSINESS COMBINATION AGREEMENT by and among ALPHA CAPITAL HOLDCO COMPANY, ALPHA MERGER SUB I COMPANY, ALPHA MERGER SUB II COMPANY, ALPHA MERGER SUB III COMPANY, SEMANTIX TECNOLOGIA EM SISTEMA DE INFORMAÇÃO S.A. and ALPHA CAPITAL ACQUISITION COMPANY...Business Combination Agreement • November 17th, 2021 • Alpha Capital Acquisition Co • Blank checks • Delaware
THIS BUSINESS COMBINATION AGREEMENT is made and entered into as of November 15, 2021 (this “Agreement”), by and among Alpha Capital Holdco Company, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), Alpha Merger Sub I Company, an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly owned subsidiary of New PubCo (“First Merger Sub”), Alpha Merger Sub II Company, an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly owned subsidiary of New PubCo (“Second Merger Sub”), Alpha Merger Sub III Company, an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly owned subsidiary of New PubCo (“Third Merger Sub” and, together with First Merger Sub and Second Merger Sub, the “Merger Subs”), Semantix Tecnologia em Sistema de Informação S.A., a sociedade anônima organized under the laws of Brazil (the “Company”), and Alpha Capital
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTRegistration Rights Agreement • April 13th, 2022 • Alpha Capital Acquisition Co • Blank checks • Delaware
This First Amendment (this “Amendment”) to that certain Business Combination Agreement, dated as of November 16, 2021, by and among Alpha Capital Holdco Company, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), Alpha Merger Sub I Company, an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly owned subsidiary of New PubCo (“First Merger Sub”), Alpha Merger Sub II Company, an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly owned subsidiary of New PubCo (“Second Merger Sub”), Alpha Merger Sub III Company, an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly owned subsidiary of New PubCo (“Third Merger Sub” and, together with First Merger Sub and Second Merger Sub, the “Merger Subs”), Semantix Tecnologia em Sistema de Informação S.A., a sociedade anônima organized under the laws of Brazil (the “Company”) and A
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 17th, 2021 • Alpha Capital Acquisition Co • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Alpha Capital Holdco Company, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo” or the “Company”), DDT Investments Ltd., a BVI business company incorporated in the British Virgin Islands, Cumorah Group Ltd., a BVI business company incorporated in the British Virgin Islands, ETZ Chaim Investments Ltd., a BVI business company incorporated in the British Virgin Islands (together with DDT Investments Ltd. and Cumorah Group Ltd., the “Founders”), Crescera Growth Capital Master Fundo de Investimento em Participações Multiestratégia, an investment fund organized under the laws of the Federative Republic of Brazil (“Crescera”), Fundo de Investimento em Partipações Inovabra I – Investimento no Exterior, an investment fund organized under the laws of the Federative Republic of Brazil (“Inovabra” and, together with Cresce
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 29th, 2021 • Alpha Capital Acquisition Co • Blank checks • New York
THIS ASSIGNMENT AGREEMENT (“Agreement”) is made and entered into as of January 23, 2021, by and among (i) Rafael Steinhauser (the “Assignor”); (ii) Alpha Capital Sponsor LLC, a Cayman Islands limited liability company (the “Assignee”); and (iii) Alpha Capital Acquisition Company, a Cayman Islands exempted company and blank check company (the “Maker”).
ALPHA CAPITAL ACQUISITION COMPANY New York, NY 10020Letter Agreement • January 29th, 2021 • Alpha Capital Acquisition Co • Blank checks • New York
This letter agreement (this “Agreement”) by and between Alpha Capital Acquisition Company (the “Company”) and Alpha Capital 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 Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and 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 or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Alpha Capital Acquisition Company Floor 16 New York, NY 10020 Alpha Capital Holdco Company 16th Floor New York, NY 10020 Semantix Tecnologia em Sistema de Informação S.A. Av. Eusébio Matoso, 1.375, 10º andar São Paulo, São Paulo, Brazil, CEP 05423-180Sponsor Letter Agreement • November 17th, 2021 • Alpha Capital Acquisition Co • Blank checks
Reference is made herein (this “Sponsor Letter Agreement”) to that certain Business Combination Agreement, dated as of the date hereof, by and among SPAC Capital Acquisition Company, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”), Alpha Capital Holdco Company, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), Alpha Merger Sub I Company, an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly owned subsidiary of New PubCo (“First Merger Sub”), Alpha Merger Sub II Company, an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly owned subsidiary of New PubCo (“Second Merger Sub”), Alpha Merger Sub III Company, an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly owned subsidiary of New PubCo (“Third Merger Sub” and, together with First Merger Sub and Second Merger Sub, the “Mer
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • January 29th, 2021 • Alpha Capital Acquisition Co • Blank checks • New York
This Securities Assignment Agreement (this “Agreement”), dated as of January 23, 2021, is made and entered into by and between Rafael Steinhauser (the “Initial Purchaser”) and David Lorié (the “Purchaser”).
SHAREHOLDER NON-REDEMPTION AGREEMENTShareholder Non-Redemption Agreement • November 17th, 2021 • Alpha Capital Acquisition Co • Blank checks
THIS SHAREHOLDER NON-REDEMPTION AGREEMENT (this “Agreement”) is made and entered into as of November 16, 2021 by and among Alpha Capital Acquisition Company, an exempted company incorporated with limited liability in the Cayman Islands (“Alpha”), and Innova Capital SPAC, LP, an exempted limited partnership registered in and formed under the laws of the Cayman Islands and a holder of certain Alpha Shares (as defined below) (the “Alpha Shareholder”). Each of Alpha and the Alpha Shareholder will individually be referred to herein as a “Party” and, collectively, as the “Parties”. For purposes of this agreement, a “Alpha Share” means a Class A ordinary share of Alpha, par value $0.0001 per share. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 1st, 2022 • Alpha Capital Acquisition Co • Blank checks • Delaware
This Second Amended and Restated Shareholders Agreement (this “Agreement”) is made and entered into as of August 1, 2022, by and among Alpha Capital Holdco Company, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), DDT Investments Ltd., a BVI business company incorporated in the British Virgin Islands, Cumorah Group Ltd., a BVI business company incorporated in the British Virgin Islands, ETZ Chaim Investments Ltd., a BVI business company incorporated in the British Virgin Islands (together with DDT Investments Ltd. and Cumorah Group Ltd., the “Founders”), Crescera Growth Capital Master Semantix Fundo de Investimento em Participações Multiestratégia, an investment fund organized under the laws of the Federative Republic of Brazil (“Crescera”), Fundo de Investimento em Partipações Inovabra I – Investimento no Exterior, an investment fund organized under the laws of the Federative Republic of Brazil (“Inovabra” and, together with Crescera, the
FORM OF SHAREHOLDERS AGREEMENTJoinder Agreement • November 17th, 2021 • Alpha Capital Acquisition Co • Blank checks • Delaware
This Shareholders Agreement (this “Agreement”) is made and entered into as of November 16, 2021, by and among Alpha Capital Holdco Company, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), DDT Investments Ltd., a BVI business company incorporated in the British Virgin Islands, Cumorah Group Ltd., a BVI business company incorporated in the British Virgin Islands, ETZ Chaim Investments Ltd., a BVI business company incorporated in the British Virgin Islands (together with DDT Investments Ltd. and Cumorah Group Ltd., the “Founders”), Crescera Growth Capital Master Fundo de Investimento em Participações Multiestratégia, an investment fund organized under the laws of the Federative Republic of Brazil (“Crescera”), Fundo de Investimento em Partipações Inovabra I – Investimento no Exterior, an investment fund organized under the laws of the Federative Republic of Brazil (“Inovabra” and, together with Crescera, the “Growth Investors”), and Alpha Cap
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 17th, 2021 • Alpha Capital Acquisition Co • Blank checks
THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of November 16, 2021 (the “Effective Date”) by and among Alpha Capital Holdco Company, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), Semantix Tecnologia em Sistema de Informação S.A., a sociedade anônima organized under the laws of Brazil (the “Company”), Alpha Capital Acquisition Company, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”), and each of the undersigned parties listed on Schedule A hereto as the holder of Equity Interests (as defined below) (each such party, an “Equity Holder” and collectively, “Equity Holders”), and, each of the undersigned parties listed on Schedule A hereto as the holder of Options (as defined below) (each such party, an “Optionee” and collectively, “Optionees”). Each of New PubCo, the Company, SPAC and the Equity Holders will individually be referred to herein as a “Party” and, collectivel
LOCK-UP AGREEMENTLock-Up Agreement • November 17th, 2021 • Alpha Capital Acquisition Co • Blank checks
This Lock-Up Agreement (this “Agreement”) is made as of November 16, 2021, by and among Alpha Capital Holdco Company, an exempted company incorporated with limited liability in the Cayman Islands, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), Alpha Capital Acquisition Company, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”), and each of the undersigned parties listed on the signature pages hereto under “Equity Holders” (each such party, an “Equity Holder”).
EXCHANGE AGREEMENTExchange Agreement • November 17th, 2021 • Alpha Capital Acquisition Co • Blank checks
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of November 17, 2021 (the “Effective Date”) by and among Alpha Capital Holdco Company, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), Semantix Tecnologia em Sistema de Informação S.A., a sociedade anônima organized under the laws of Brazil (the “Company”), Alpha Capital Acquisition Company, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”) and each of the undersigned parties listed on Schedule A hereto as the holder of Equity Interests (as defined below) (each such party, an “Equity Holder” and collectively, “Equity Holders”), and, as intervening parties, each of the undersigned parties listed on Schedule A hereto as the holder of Options (as defined below) (each such party, an “Optionee” and collectively, “Optionees”). Each of New Pubco, the Company, SPAC and the Equity Holders will individually be referred to herein as a “Party” and
SUBSCRIPTION AGREEMENTSubscription Agreement • November 17th, 2021 • Alpha Capital Acquisition Co • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this [—] day of [—] 2021, by and among Alpha Capital Acquisition Company, a Cayman Islands exempted company (the “Issuer”), Alpha Capital Holdco Company, a Cayman Islands exempted company (“New Pubco”) 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).
ALPHA CAPITAL ACQUISITION COMPANY New York, NY 10020Letter Agreement • February 24th, 2021 • Alpha Capital Acquisition Co • Blank checks • New York
This letter agreement (this “Agreement”) by and between Alpha Capital Acquisition Company (the “Company”) and Alpha Capital 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 Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and 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 or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • January 29th, 2021 • Alpha Capital Acquisition Co • Blank checks • New York
This Securities Assignment Agreement (this “Agreement”), dated as of January 23, 2021, is made and entered into by and between Alpha Capital Sponsor LLC, a Cayman Islands limited liability exempted company (the “Sponsor”) and David Lorié (the “Purchaser”).
