REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 18th, 2021 • Gefen Landa Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Gefen Landa Acquisition Corp., a Cayman Islands exempted company (the “Company”), DBW Holdings Sponsor LP, an Israeli limited partnership, Landa Vision Partners LP, an Israeli limited partnership, and Gefen Landa Holdings LP, a Cayman Islands exempted limited partnership (each a “Sponsor”, and collectively, the “Sponsors”), and any other parties listed on the signature pages hereto (together with the Sponsors and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
GEFEN LANDA ACQUISITION CORP. Hertzliya, IsraelGefen Landa Acquisition Corp. • March 8th, 2021 • Blank checks • Delaware
Gefen Landa Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Gefen Landa Holdings LP, a Cayman Islands exempted limited partnership (the “Subscriber” or “you”), has made to subscribe for 7,187,500 of the Company’s Class B ordinary shares (the “Shares”), US$0.0001 par value per share (the “Class B Shares”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires, as u
WARRANT AGREEMENT GEFEN LANDA ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated [•], 2021Warrant Agreement • March 18th, 2021 • Gefen Landa Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2021, is by and between Gefen Landa Acquisition Corp., a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (in such capacity, the “Warrant Agent”).
25,000,000 Units GEFEN LANDA ACQUISITION CORP. Units, each consisting of one Class A ordinary share, U.S. $0.0001 par value, and one-third of one warrant UNDERWRITING AGREEMENTUnderwriting Agreement • March 18th, 2021 • Gefen Landa Acquisition Corp. • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 18th, 2021 • Gefen Landa Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Gefen Landa Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (each a “Purchaser”, and collectively, the “Purchasers”).
Gefen Landa Acquisition Corp. Hertzliya, Israel 4676670Letter Agreement • March 18th, 2021 • Gefen Landa 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”) entered into by and between Gefen Landa Acquisition Corp., a Cayman Islands exempted company (the “Company”), and BofA Securities, Inc. and Guggenheim Securities, LLC, as the representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 28,750,000 of the Company’s units (including up to 3,750,000 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 (each, an “Ordinary Share”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offe
INDEMNITY AGREEMENTIndemnity Agreement • March 8th, 2021 • Gefen Landa Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Gefen Landa Acquisition Corp., a Cayman Islands exempted company (the “Company”) and [●] (“Indemnitee”).
CONSULTING AGREEMENTConsulting Agreement • March 25th, 2021 • Gefen Landa Acquisition Corp. • Blank checks • Tel-Aviv
THIS AGREEMENT (the “Agreement”) is made on this 24th of March, 2021 between Gefen Landa Acquisition Corp, a Cayman Islands company, whose address is at 85 Medinat Hayehudim, Hertzeliya, Israel (the “Company”) and Elan Sigal, whose address is at 31 Eshel Abraham St. Ramat Hasharon, Israel (the “Consultant”).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • March 18th, 2021 • Gefen Landa Acquisition Corp. • Blank checks • New York
Gefen Landa Acquisition Corp.Administrative Services Agreement • March 8th, 2021 • Gefen Landa Acquisition Corp. • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between Gefen Landa Acquisition Corp. (the “Company”) and Gefen Landa Holdings LP (the “Provider”), 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”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-[●]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider shall take steps directly or indirectly to make available to the Company, at 85 Medinat Hayehudim St., Building G, Floor 14, Hertzliya, Israel 4676670 (or any successor location or other existing office locations that the Provider shall so select), certain office space, administrative and support
