INDEMNITY AGREEMENTIndemnity Agreement • October 22nd, 2021 • Generation Asia I Acquisition LTD • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Generation Asia I Acquisition Limited, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
Generation Asia I Acquisition Limited c/o Maples Corporate Services Limited PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman IslandsGeneration Asia I Acquisition LTD • August 23rd, 2021 • Blank checks • New York
This agreement (this “Agreement”) is entered into on the date hereof by and between Generation Asia LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Generation Asia I Acquisition Limited, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to 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 surrender and cancellation 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:
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • January 24th, 2022 • Generation Asia I Acquisition LTD • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January 19, 2022, is made and entered into by and among Generation Asia I Acquisition Limited, a Cayman Islands exempted company (the “Company”), Generation Asia LLC, a Cayman Islands 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENT between GENERATION ASIA I ACQUISITION LIMITED and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January 19, 2022Warrant Agreement • January 24th, 2022 • Generation Asia I Acquisition LTD • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated January 19, 2022, is by and between Generation Asia I Acquisition Limited, 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 24th, 2022 • Generation Asia I Acquisition LTD • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of January 19, 2022, is entered into by and between Generation Asia I Acquisition Limited, a Cayman Islands exempted company (the “Company”), and Generation Asia LLC, a Cayman Islands limited liability company (the “Purchaser”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • October 22nd, 2021 • Generation Asia I Acquisition LTD • Blank checks • Hong Kong
This Forward Purchase Agreement (this “Agreement”) is entered into as of August 18, 2021, between Generation Asia I Acquisition Limited, a Cayman Islands exempted company (the “Company”), Generation Asia LLC, a Cayman Islands limited liability company (the “Sponsor”) and the parties listed as the purchaser on the signature page(s) hereof (the “Purchaser”).
Generation Asia I Acquisition Limited Suite 3102, Two Exchange Square Central, Hong KongGeneration Asia I Acquisition LTD • January 24th, 2022 • 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 between Generation Asia I Acquisition Limited, a Cayman Islands exempted company (the “Company”) and Nomura Securities International, Inc. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), 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, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and
GENERATION ASIA I ACQUISITION LIMITED 20,000,000 Units UNDERWRITING AGREEMENTAdministrative Services Agreement • October 22nd, 2021 • Generation Asia I Acquisition LTD • Blank checks • New York
Generation Asia I Acquisition Limited, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the underwriter listed in Schedule 1 hereto (collectively, the “Underwriter”), for whom you are acting as representative (the “Representative”), an aggregate of 20,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriter, up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.” To the extent that there are no additional Underwriter listed on Schedule 1 hereto other than you, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriter” shall mean either the singular or plural as the context requires.
INVESTMENT AGREEMENTInvestment Agreement • October 22nd, 2021 • Generation Asia I Acquisition LTD • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and among (i) Generation Asia I Acquisition Limited, a Cayman Islands exempted company (the “SPAC”), (ii) Generation Asia LLC, a Cayman Islands limited liability company (the “Sponsor”), and (iii) the investors listed on the signature pages hereto (each an “Investor”, and collectively, the “Investors”).
Generation Asia I Acquisition Limited Suite 3102, Two Exchange SquareGeneration Asia I Acquisition LTD • October 22nd, 2021 • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 24th, 2022 • Generation Asia I Acquisition LTD • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 19, 2022 by and between Generation Asia I Acquisition Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
January 19, 2022 Generation Asia I Acquisition Limited Suite 3102, Two Exchange SquareGeneration Asia I Acquisition LTD • January 24th, 2022 • Blank checks • New York
AMENDMENT No. 3 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 18th, 2024 • Generation Asia I Acquisition LTD • Blank checks • New York
This AMENDMENT No. 3 TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of April 16, 2024, is made by and between Generation Asia I Acquisition Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”), and amends that certain Investment Management Trust Agreement, effective as of January 19, 2022 (as amended, amended or restated or otherwise modified from time to time, including by that certain Amendment to Investment Management Trust Agreement dated as of July 14, 2023 and that certain Amendment No. 2 to Investment Management Trust Agreement dated as of January 18, 2024, collectively, the “Trust Agreement”), by and between the Company and the Trustee. Capitalized terms used but not defined in this Amendment Agreement have the meanings assigned to such terms in the Trust Agreement.
AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 26th, 2024 • Generation Asia I Acquisition LTD • Blank checks
THIS AMENDMENT NO. _2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of January 18th, 2024, by and between Generation Asia I Acquisition Limited_, a Cayman Islands exempted _ corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
Director Services AgreementDirector Services Agreement • February 7th, 2022 • Generation Asia I Acquisition LTD • Blank checks • Hong Kong
This letter sets and confirms a new agreement between the you (the “Director”), Generation Asia I Acquisition Limited (the “Company”) and Generation Asia LLC (the “Sponsor”) of the following matters:
GENERATION ASIA I ACQUISITION LIMITED 20,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • January 24th, 2022 • Generation Asia I Acquisition LTD • Blank checks • New York
Generation Asia I Acquisition Limited, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the underwriter listed in Schedule 1 hereto (the “Underwriter”), for whom you are acting as representative (the “Representative”), an aggregate of 20,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriter, up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.” To the extent that there are no additional Underwriter listed on Schedule 1 hereto other than you, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriter” shall mean either the singular or plural as the context requires.
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 18th, 2023 • Generation Asia I Acquisition LTD • Blank checks • New York
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of July 14, 2023, is made by and between Generation Asia I Acquisition Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”), and amends that certain Investment Management Trust Agreement, effective as of January 19, 2022 (the “Trust Agreement”), by and between the Company and the Trustee. Capitalized terms used but not defined in this Amendment Agreement have the meanings assigned to such terms in the Trust Agreement.
