REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 30th, 2021 • Alpha Partners Technology Merger Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 27, 2021, is made and entered into by and among Alpha Partners Technology Merger Corp., a Cayman Islands exempted company (the “Company”), Alpha Partners Technology Merger Sponsor LLC, a Delaware 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”).
ALPHA PARTNERS TECHNOLOGY MERGER CORP. 25,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • July 30th, 2021 • Alpha Partners Technology Merger Corp. • Blank checks • New York
Alpha Partners Technology Merger Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 25,000,000 units (the “Units”) of the Company (the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 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 in Schedule I other than you, the term Representative as used herein shall mean you, as the Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this underwriting agreement (this “Agreement”) and not othe
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • March 15th, 2021 • Alpha Partners Technology Merger Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2021, by and between Alpha Partners Technology Merger Corp., a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
Alpha Partners Technology Merger Corp. PMB 84483 New York, NY 10003-1502Letter Agreement • July 30th, 2021 • Alpha Partners Technology Merger Corp. • 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 Partners Technology Merger Corp., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets, Inc. as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 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 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third 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 described in the Prosp
WARRANT AGREEMENTWarrant Agreement • July 30th, 2021 • Alpha Partners Technology Merger Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 27, 2021, is by and between Alpha Partners Technology Merger 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,” and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 15th, 2021 • Alpha Partners Technology Merger Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Alpha Partners Technology Merger Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • July 30th, 2021 • Alpha Partners Technology Merger Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of July 27, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Alpha Partners Technology Merger Corp., a Cayman Islands exempted company (the “Company”), and each of the undersigned parties listed on the signature page hereto under “Purchasers” (the “Purchasers”) and in Schedule A hereto.
Alpha Partners Technology Merger Corp. One Penn Plaza 36th Floor New York, NY 10119Letter Agreement • March 15th, 2021 • Alpha Partners Technology Merger Corp. • 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 Partners Technology Merger Corp., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets, Inc. as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 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 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third 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 described in the Prosp
Alpha Partners Technology Merger Corp. PMB 84483 New York, NY 10003-1502Letter Agreement • July 30th, 2021 • Alpha Partners Technology Merger Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Alpha Partners Technology Merger Corp. (the “Company”) and Alpha Partners Technology Merger 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 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”):
Alpha Partners Technology Merger Corp. One Penn Plaza 36th Floor New York, NY 10119Letter Agreement • March 15th, 2021 • Alpha Partners Technology Merger Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Alpha Partners Technology Merger Corp. (the “Company”) and Alpha Partners Technology Merger 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 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”):
SUBSCRIPTION AGREEMENTSubscription Agreement • March 22nd, 2021 • Alpha Partners Technology Merger Corp. • Blank checks • New York
THIS AGREEMENT (this “Agreement”), is dated as of [•], 2021, by and between Alpha Partners Technology Merger Corp., a Cayman Islands exempted corporation (the “Company”), and [•], a [•] (“Subscriber”).
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTLetter Agreement • January 16th, 2024 • Alpha Partners Technology Merger Corp. • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of January , 2024 by and among Alpha Partners Technology Merger Corp. (“APTM”), Mercury Capital, LLC, a Delaware limited liability company (“Mercury Capital”) and the undersigned investor (“Investor”).
PURCHASE AGREEMENTPurchase Agreement • January 5th, 2024 • Alpha Partners Technology Merger Corp. • Blank checks • Delaware
This PURCHASE AGREEMENT (this “Agreement”) is made and entered into effectively as of December 27, 2023 (the “Effective Date”), by Mercury Capital, LLC (“Acquirer”), Alpha Partners Technology Merger Corp., a Cayman Exempt Corporation (“SPAC”), and Alpha Partners Technology Merger Sponsor LLC, a Delaware limited liability company (“Sponsor”) (each a “Party” and, collectively, the “Parties”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 5th, 2024 • Alpha Partners Technology Merger Corp. • Blank checks • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effective as of January 3, 2024 (the “Effective Date”), by, between and among Palmeira Investment Limited (the “Investor”), Alpha Partners Technology Merger Corp., a Cayman Islands exempt company (“SPAC”), and Mercury Capital, LLC, a Delaware limited liability company (“Sponsor”). Investor, SPAC and Sponsor are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 30th, 2021 • Alpha Partners Technology Merger Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 27, 2021 by and between Alpha Partners Technology Merger Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 17th, 2021 • Alpha Partners Technology Merger Corp. • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of February 5, 2021, is made and entered into by and between Alpha Partners Technology Merger Corp., a Cayman Islands exempted company (the “Company”), and Michael D. Ryan (the “Buyer”).
