INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 5th, 2021 • Europa Growth Acquisition Co • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Europa Growth Acquisition Company, 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 • November 5th, 2021 • Europa Growth Acquisition Co • 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 among Europa Growth Acquisition Company, a Cayman Islands exempted company (the “Company”) and EGA Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 5th, 2021 • Europa Growth Acquisition Co • Blank checks • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [●], 2021 between Europa Growth Acquisition Company, a Cayman Islands exempted company (the “Company”), and [name of director] (“Indemnitee”).
WARRANT AGREEMENT EUROPA GROWTH ACQUISITION COMPANY and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021Warrant Agreement • November 5th, 2021 • Europa Growth Acquisition Co • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Europa Growth Acquisition Company, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York Limited Purpose Trust Company, as warrant agent (in such capacity, the “Warrant Agent”).
Europa Growth Acquisition Company Baarerstrasse 78 CH-6300, Zug SwitzerlandSecurities Subscription Agreement • November 5th, 2021 • Europa Growth Acquisition Co • Blank checks • New York
This agreement (this “Agreement”) is entered into on February 24, 2021 by and between EGA Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Europa Growth Acquisition Company, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and 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 forfeiture 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:
SUBSCRIPTION AGREEMENTSubscription Agreement • November 5th, 2021 • Europa Growth Acquisition Co • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of [●], 2021, by and among Europa Growth Acquisition Company, a Cayman Islands exempted company (the “Company”), EGA Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and [●] (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 5th, 2021 • Europa Growth Acquisition Co • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Europa Growth Acquisition Company, a Cayman Islands exempted company (the “Company”), EGA Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”, and the other holders party hereto and together with our Sponsor and any other 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”).
Europa Growth Acquisition Company Baarerstrasse 78 CH-6300, Zug SwitzerlandLetter Agreement • November 5th, 2021 • Europa Growth Acquisition Co • Blank checks • New York
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 Europa Growth Acquisition Company, a Cayman Islands exempted company, (the “Company”) and Barclays Capital Inc., (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 23,500,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”). The Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 1 hereof.
23,500,000 Units EUROPA GROWTH ACQUISITION COMPANY Units, each consisting of one Class A ordinary share, U.S. $0.0001 par value, and one-half of one warrant UNDERWRITING AGREEMENTUnderwriting Agreement • November 5th, 2021 • Europa Growth Acquisition Co • Blank checks • New York
Reference is made to the materials used in the testing-the-waters presentations made to potential investors by the Company, to the extent such materials are deemed to be “written communications” within the meaning of Rule 405 under the Securities Act.
Europa Growth Acquisition Company Baarerstrasse 78 CH-6300, Zug SwitzerlandEuropa Growth Acquisition Co • November 5th, 2021 • Blank checks
