L Catterton Asia Acquisition Corp Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • March 16th, 2021 • L Catterton Asia Acquisition Corp • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 10, 2021, by and between L Catterton Asia Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Frank N. Newman (“Indemnitee”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • March 16th, 2021 • L Catterton Asia Acquisition Corp • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 10, 2021 by and between L Catterton Asia Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

25,000,000 Units L Catterton Asia Acquisition Corp. UNDERWRITING AGREEMENT
Underwriting Agreement • March 16th, 2021 • L Catterton Asia Acquisition Corp • Blank checks • New York
PO Box 1348 Grand Cayman, Cayman Islands KY 1-1108
L Catterton Asia Acquisition Corp • February 22nd, 2021 • Blank checks • New York

This agreement (this “Agreement”) is entered into on January 11, 2021 by and between LCA Acquisition Sponsor, LP, a Cayman Islands exempted limited partnership (the “Subscriber” or “you”), and L Catterton Asia Acquisition 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 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to surrender and cancellation by you 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:

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • March 16th, 2021 • L Catterton Asia Acquisition Corp • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of March 10, 2021, is entered into by and between L Catterton Asia Acquisition Corp, a Cayman Islands exempted company (the “Company”), and LCA Acquisition Sponsor, LP, a Cayman Islands exempted limited partnership (the “Purchaser”).

REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
Registration and Shareholder Rights Agreement • March 16th, 2021 • L Catterton Asia Acquisition Corp • Blank checks • New York

THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of March 10, 2021, is made and entered into by and among L Catterton Asia Acquisition Corp, a Cayman Islands exempted company (the “Company”), LCA Acquisition Sponsor, LP, a Cayman Islands exempted limited partnership (the “Sponsor”), and the undersigned parties listed under Holder on the signature page 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”).

WARRANT AGREEMENT and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 10, 2021
Warrant Agreement • March 16th, 2021 • L Catterton Asia Acquisition Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated March 10, 2021, is by and between L Catterton Asia Acquisition Corp, 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”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 22nd, 2024 • L Catterton Asia Acquisition Corp • Blank checks • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 22, 2024, is made and entered into by and among (i) Lotus Technology Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), (ii) L Catterton Asia Acquisition Corp, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), (iii) LCA Acquisition Sponsor, LP, a Cayman Islands exempted limited partnership (the “Sponsor”), and (iv) the other undersigned parties listed on the signature page 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”). Capitalized terms used herein but not defined herein shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).

AGREEMENT AND PLAN OF MERGER by and among Lotus Technology Inc., Lotus Temp Limited, Lotus EV Limited, and L Catterton Asia Acquisition Corp dated as of January 31, 2023
Agreement and Plan of Merger • January 31st, 2023 • L Catterton Asia Acquisition Corp • Blank checks • New York

This Agreement and Plan of Merger, dated as of January 31, 2023 (this “Agreement”), is made and entered into by and among (i) Lotus Technology Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), (ii) Lotus Temp Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned Subsidiary of the Company (“Merger Sub 1”), (iii) Lotus EV Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned Subsidiary of the Company (“Merger Sub 2”, and together with Merger Sub 1, the “Merger Subs”), and (iv) L Catterton Asia Acquisition Corp, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”). Each of the Company, Merger Sub 1, Merger Sub 2 and SPAC are individually referred to herein as a “Party” and, collectively, as the “Parties.”

LOCK-UP AGREEMENT
Letter Agreement • May 17th, 2023 • L Catterton Asia Acquisition Corp • Blank checks
Letter Agreement
Letter Agreement • March 3rd, 2021 • L Catterton Asia Acquisition Corp • Blank checks • New York
Letter Agreement
Letter Agreement • March 16th, 2021 • L Catterton Asia Acquisition Corp • Blank checks • New York
SPONSOR SUPPORT AGREEMENT
Sponsor Support Agreement • January 31st, 2023 • L Catterton Asia Acquisition Corp • Blank checks • New York

This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of January 31, 2023, by and among Lotus Technology Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), L Catterton Asia Acquisition Corp, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), and the shareholders of SPAC set forth on Schedule A hereto (each, a “Founder Shareholder” and collectively, the “Founder Shareholders”).

Shareholder SUPPORT AGREEMENT
Shareholder Support Agreement • January 31st, 2023 • L Catterton Asia Acquisition Corp • Blank checks • New York

This SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of January 31, 2023, by and among Lotus Technology Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), L Catterton Asia Acquisition Corp, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), and the shareholders of the Company set forth on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”).

Contract
L Catterton Asia Acquisition Corp • March 16th, 2021 • Blank checks • New York

This letter agreement by and between L Catterton Asia Acquisition Corp (the “Company”) and LCA Acquisition Sponsor, LP (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 The Nasdaq Capital 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”):

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assignment, Assumption and Amendment Agreement • February 22nd, 2024 • L Catterton Asia Acquisition Corp • Blank checks

This ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), is made and entered into as of February 22, 2024, by and among L Catterton Asia Acquisition Corp, a Cayman Islands exempted company (“SPAC”), Lotus Technology Inc., a Cayman Islands exempted company (the “Company”), Continental Stock Transfer & Trust Company, a New York corporation (the “Predecessor Warrant Agent”), and Equiniti Trust Company, LLC, a New York limited liability trust company (the “Successor Warrant Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Warrant Agreement (as defined below) (and if such term is not defined in the Warrant Agreement, then the Merger Agreement (as defined below)).

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assignment, Assumption and Amendment Agreement • January 31st, 2023 • L Catterton Asia Acquisition Corp • Blank checks

This ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), is made and entered into as of _________, 2023, by and among L Catterton Asia Acquisition Corp, a Cayman Islands exempted company (“SPAC”), Lotus Technology Inc., 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”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Warrant Agreement (as defined below) (and if such term is not defined in the Warrant Agreement, then the Merger Agreement (as defined below)).

AMENDMENT TO SPONSOR SUPPORT AGREEMENT
Sponsor Support Agreement • November 13th, 2023 • L Catterton Asia Acquisition Corp • Blank checks

THIS AMENDMENT TO SPONSOR SUPPORT AGREEMENT (this “Amendment”) is made and entered into as of November 13, 2023 by and among Lotus Technology Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), L Catterton Asia Acquisition Corp, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), and the shareholders of SPAC set forth on Schedule A hereto (each, a “Founder Shareholder” and collectively, the “Founder Shareholders”).

Letter Agreement
Letter Agreement • January 31st, 2023 • L Catterton Asia Acquisition Corp • Blank checks
Contract
L Catterton Asia Acquisition Corp • March 3rd, 2021 • Blank checks • New York
FIRST AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among Lotus Technology Inc., Lotus Temp Limited, Lotus EV Limited, and L Catterton Asia Acquisition Corp dated as of October 11, 2023
Agreement and Plan of Merger • October 11th, 2023 • L Catterton Asia Acquisition Corp • Blank checks • New York

This First Amended and Restated Agreement and Plan of Merger, dated as of October 11, 2023 (this “Agreement”), is made and entered into by and among (i) Lotus Technology Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), (ii) Lotus Temp Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned Subsidiary of the Company (“Merger Sub 1”), (iii) Lotus EV Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned Subsidiary of the Company (“Merger Sub 2”, and together with Merger Sub 1, the “Merger Subs”), and (iv) L Catterton Asia Acquisition Corp, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”). Each of the Company, Merger Sub 1, Merger Sub 2 and SPAC are individually referred to herein as a “Party” and, collectively, as the “Parties.”

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