REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2021 • Bleuacacia LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 17, 2021, is made and entered into by and among bleuacacia ltd, a Cayman Islands exempted company (the “Company”), and bleuacacia sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and any other parties listed on the signature pages hereto (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, the “Holders” and, each, a “Holder”).
24,000,000 Units bleauacacia ltd UNDERWRITING AGREEMENTUnderwriting Agreement • November 22nd, 2021 • Bleuacacia LTD • Blank checks • New York
bleuacacia ltd, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (the “Agreement”), to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 24,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,600,000 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, as Underwriters, and the term Underwriter shall mean either the singular o
bleuacacia ltd New York, New York 10110Bleuacacia LTD • June 21st, 2021 • Blank checks • New York
bleuacacia ltd, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer bleuacacia sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 8,625,000 of the Company’s Class B ordinary shares (the “Shares”), of US$0.0001 par value per share (the “Class B Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, 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, of 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 use
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • November 22nd, 2021 • Bleuacacia LTD • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of November 17, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between bleuacacia ltd, a Cayman Islands exempted company (the “Company”), and bleuacacia sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • November 22nd, 2021 • Bleuacacia LTD • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of November 17, 2021 between the Company, Indemnitee and other parties thereto, the Company and Indemnitee do hereby covenant and agree as follows:
bleuacacia ltd New York, New York 10110Letter Agreement • June 21st, 2021 • Bleuacacia LTD • 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 or proposed to be entered into by and between bleuacacia ltd, a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc., as the representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 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 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 Pub
RIGHTS AGREEMENTRights Agreement • November 10th, 2021 • Bleuacacia LTD • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of __________, 2021, by and between bleuacacia ltd, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 22nd, 2021 • Bleuacacia LTD • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 17, 2021, by and between bleuacacia ltd, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PUBLIC WARRANT AGREEMENTPublic Warrant Agreement • November 22nd, 2021 • Bleuacacia LTD • Blank checks • New York
THIS PUBLIC WARRANT AGREEMENT, dated as of November 17, 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between bleuacacia ltd, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
PRIVATE WARRANT AGREEMENTPrivate Warrant Agreement • November 22nd, 2021 • Bleuacacia LTD • Blank checks • New York
THIS PRIVATE WARRANT AGREEMENT, dated as of November 17, 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between bleuacacia ltd, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • December 22nd, 2023 • Bleuacacia LTD • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of December [●], 2023 by and among bleuacacia ltd (“BLEU”), bleuacacia sponsor LLC, a Cayman Islands exempted limited liability company (the “Sponsor”) and the undersigned investors (collectively, “Investor”).
bleuacacia ltdAdministrative Services Agreement • October 29th, 2021 • Bleuacacia LTD • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between bleuacacia ltd (the “Company”) and bleuacacia sponsor LLC (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 Global Market (the “Nasdaq”) (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. 333-257240) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider, an affiliate of our sponsor, bleuacacia sponsor LLC, shall make available to the Company, at 500 Fifth Avenue, New York, New York 10110 (or any successor location or other existing office locations of the Provider or any of its affiliates), certain office space, administrative and support servi
bleuacacia ltd New York, New York 10110Letter Agreement • November 22nd, 2021 • Bleuacacia LTD • 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 or proposed to be entered into by and between bleuacacia ltd, a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc., as the representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 27,600,000 of the Company’s units (including up to 3,600,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share (each, an “Ordinary Share”) of the Company, one right to receive one-sixteenth of one Ordinary Share, and one-half 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,
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • June 21st, 2021 • Bleuacacia LTD • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021, by and between bleuacacia ltd, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
RIGHTS AGREEMENTRights Agreement • November 22nd, 2021 • Bleuacacia LTD • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of November 17, 2021, by and between bleuacacia ltd, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • October 29th, 2021 • Bleuacacia LTD • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021, by and between bleuacacia ltd, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
bleuacacia ltd 500 Fifth AvenueAdministrative Services Agreement • November 22nd, 2021 • Bleuacacia LTD • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between bleuacacia ltd (the “Company”) and bleuacacia sponsor LLC (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 Global Market (the “Nasdaq”) (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. 333-257240) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider, an affiliate of our sponsor, bleuacacia sponsor LLC, shall make available to the Company, at 500 Fifth Avenue, New York, New York 10110 (or any successor location or other existing office locations of the Provider or any of its affiliates), certain office space, administrative and support servi
AMENDMENT TO THE LETTER AGREEMENTThe Letter Agreement • April 15th, 2024 • Bleuacacia LTD • Blank checks
This AMENDMENT TO THE LETTER AGREEMENT (this “Amendment”), dated as of April 15, 2024, is entered into by and between bleuacacia ltd, a Cayman Islands exempted company (the “Company”), bleuacacia sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of the other undersigned (the “Insiders,” and, together with the Company and the Sponsor, the “Parties”).
FORM OF PRIVATE WARRANT AGREEMENTLetter Agreement • October 29th, 2021 • Bleuacacia LTD • Blank checks • New York
THIS PRIVATE WARRANT AGREEMENT, dated as of [●], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between bleuacacia ltd, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
WARRANT AGREEMENT BLEUACACIA LTD and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2021Warrant Agreement • June 21st, 2021 • Bleuacacia LTD • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2021, is by and between bleuacacia ltd, 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”).
