REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 20th, 2021 • Angel Pond Holdings Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 18, 2021, is made and entered into by and among Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”), Angel Pond Partners LLC, a Cayman Island limited liability company (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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
ANGEL POND HOLDINGS CORPORATIONAngel Pond Holdings Corp • February 4th, 2021 • Blank checks • New York
This agreement (this “Agreement”) is entered into on January 20, 2021, by and between Angel Pond Partners LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 8,625,000 Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares” together with all other classes of Company common shares, the “Ordinary Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company’s and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • March 8th, 2021 • Angel Pond Holdings Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made [__], 2021, by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”), and [__] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • May 20th, 2021 • Angel Pond Holdings Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 18, 2021 by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 20th, 2021 • Angel Pond Holdings Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 18, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”), and Angel Pond Partners LLC, a Cayman Island limited liability company (the “Purchaser”).
WARRANT AGREEMENT between ANGEL POND HOLDINGS CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • May 20th, 2021 • Angel Pond Holdings Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 18, 2021, is by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • May 17th, 2022 • Angel Pond Holdings Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made May 17, 2022, by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”), and Samuel L. Milbank (“Indemnitee”).
Angel Pond Holdings Corporation 25,000,000 Units Underwriting AgreementUnderwriting Agreement • May 20th, 2021 • Angel Pond Holdings Corp • Blank checks • New York
Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 25,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,750,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
Angel Pond Holdings Corporation 25th Floor New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 8th, 2021 • Angel Pond Holdings 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 Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”), Goldman Sachs (Asia) L.L.C. and J.P. Morgan Securities LLC, 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 30,000,000 of the Company’s units (including up to 4,500,000 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 (“Ordinary Shares”), and one-third of one redeemable warrant. Each whole Warrant (each, a “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 i
LOCK-UP AGREEMENTLock-Up Agreement • February 1st, 2022 • Angel Pond Holdings Corp • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [•], 2022, by and among Angel Pond Holdings Corporation, a Cayman Islands exempted company (“APHC”), Mangomill Public Limited Company, a public limited company incorporated in Ireland with registered number 606330 (“Irish Holdco”), Angel Pond Partners LLC, a Cayman Islands limited liability company (the “Sponsor”), each of the parties listed on Schedule A hereto (together with any shareholders, officers or directors of MariaDB Corporation AB or transferees who become parties hereto as “Major Holders” after the date of this Agreement, the “Major Holders”) and each of the parties listed on Schedule B hereto (together with any shareholders, officers or directors of APHC or transferees who become parties hereto as “Other Holders” after the date of this Agreement, the “Other Holders”) (together the “Parties” and each a “Party”). The Sponsor, the Major Holders and the Other Holders are referred to herein, individually,
Angel Pond Holdings Corporation New York, NY 10028 January 26, 2021Angel Pond Holdings Corp • May 20th, 2021 • Blank checks • New York
This letter agreement by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”) and Angel Pond Partners LLC (the “Services Provider”), dated as of the date hereof (the “Agreement”), will confirm our agreement that, commencing on the date that securities of the Company are first listed on the New York Stock Exchange (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”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2022 • Angel Pond Holdings Corp • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2022, is made and entered into by and among Mangomill Public Limited Company, a public limited company incorporated in Ireland with registered number 606330 (the “Company”), Angel Pond Partners LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under New Holders on the signature page hereto (each such party, together with any person or entity deemed a “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “New Holder” and collectively the “New Holders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • December 12th, 2022 • Angel Pond Holdings Corp • Blank checks
This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT, dated as of December 9, 2022 (this “Amendment”), is entered into by and among (i) Angel Pond Holdings Corporation, a Cayman Islands exempted company (“APHC”), (ii) MariaDB Corporation Ab, a Finnish private limited liability company with business identity code 2344661-1 (the “Company”), (iii) Mangomill plc, a public limited company incorporated in Ireland with registered number 606330 and a wholly owned subsidiary of APHC (“Irish Holdco”), and (iv) Meridian MergerSub Inc., a Cayman Islands exempted company and a wholly owned subsidiary of Irish Holdco (“Merger Sub”). APHC, the Company, Irish Holdco and Merger Sub shall be referred to herein from time to time, individually as a “Party”, and, collectively, as the “Parties”.
WAIVER TO THE LETTER AGREEMENTLetter Agreement • June 27th, 2022 • Angel Pond Holdings Corp • Blank checks
This Waiver to the Letter Agreement, dated as of June 21, 2022 (this “Waiver”) waives certain terms and conditions of the Letter Agreement made and entered into as of May 18, 2021 (the “Letter Agreement”), by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”), Angel Pond Partners LLC, a Cayman Islands limited liability company (the “Sponsor”), and each of the other individuals party thereto.
May 18, 2022 Angel Pond Holdings CorporationAngel Pond Holdings Corp • May 24th, 2022 • Blank checks
PIPE SUBSCRIPTION AGREEMENTPipe Subscription Agreement • February 1st, 2022 • Angel Pond Holdings Corp • Blank checks • New York
This PIPE SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on January 31, 2022, by and between Angel Pond Holdings Corporation (the “Company”), a Cayman Islands exempted company, Mangomill Public Limited Company (“Irish Holdco”), a public limited company incorporated in Ireland, and the undersigned subscriber (“Subscriber”).
BUSINESS COMBINATION AGREEMENT by and among ANGEL POND HOLDINGS CORPORATION, MANGOMILL PLC, MERIDIAN MERGERSUB INC., and MARIADB CORPORATION AB DATED AS OF JANUARY 31, 2022Business Combination Agreement • February 1st, 2022 • Angel Pond Holdings Corp • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of January 31, 2022 by and among (i) Angel Pond Holdings Corporation, a Cayman Islands exempted company (“APHC”), (ii) MariaDB Corporation Ab, a Finnish private limited liability company with business identity code 2344661-1 (the “Company”), (iii) Mangomill plc, a public limited company incorporated in Ireland with registered number 606330 (“Irish Holdco”), and (iv) Meridian MergerSub Inc., a Cayman Islands exempted company and a wholly owned subsidiary of Irish Holdco (“Merger Sub”). APHC, Irish Holdco, Merger Sub and the Company shall be referred to herein from time to time, individually as a “Party” and, collectively, as the “Parties”.
Angel Pond Holdings Corporation 25th Floor New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • May 20th, 2021 • Angel Pond Holdings 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 Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”), Goldman Sachs (Asia) L.L.C. and J.P. Morgan Securities LLC, 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 25,000,000 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 of the Company’s Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”), and one-third of one redeemable warrant. Each whole Warrant (each, a “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 i
FORM OF SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • February 1st, 2022 • Angel Pond Holdings Corp • Blank checks
Now, therefore, in consideration of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
