Investcorp AI Acquisition Corp. Sample Contracts
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • May 12th, 2022 • Investcorp India Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 9, 2022, by and between INVESTCORP INDIA ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), and Manpreet Singh (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 12th, 2022 • Investcorp India Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 9, 2022, is made and entered into by and among Investcorp India Acquisition Corp, a Cayman Islands exempted company (the “Company”), ICE I Holdings Pte. Ltd., a Singapore corporation (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”).
INVESTCORP INDIA ACQUISITION CORP 22,500,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • May 12th, 2022 • Investcorp India Acquisition Corp • Blank checks • New York
Investcorp India Acquisition 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 22,500,000 units of the Company (the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,375,000 additional units to cover over-allotments (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 Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 23 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 14th, 2021 • Investcorp Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_________], 2021 by and between Investcorp Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • May 12th, 2022 • Investcorp India Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 9, 2022, by and between INVESTCORP INDIA ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), and Rishi Kapoor (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 24th, 2022 • Investcorp India Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Investcorp India Acquisition Corp, a Cayman Islands exempted company (the “Company”), and ICE I Holdings Pte. Ltd., a Singapore corporation (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • May 12th, 2022 • Investcorp India Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 9, 2022, is by and between Investcorp India Acquisition 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”).
Investcorp India Acquisition Corp Century Yard, Cricket Square, Elgin Avenue PO Box 1111, George Town Grand Cayman, Cayman Islands KY1-1102 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • May 12th, 2022 • Investcorp India Acquisition Corp • 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 by and among Investcorp India Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, as representative (the “Representative”) of the several underwriters (the “Underwriter”) relating to an underwritten initial public offering (the “Public Offering”), of up to 25,875,000 of the Company’s units (including up to 3,375,000 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-half 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 Prospectus (as defined below). The Units will be
FORM OF INDEMNITY AGREEMENTIndemnification & Liability • May 12th, 2022 • Investcorp India Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 9, 2022, by and between INVESTCORP INDIA ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), and Kunal Bahl (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • May 12th, 2022 • Investcorp India Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 9, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Investcorp India Acquisition Corp, a Cayman Islands exempted company (the “Company”), and ICE I Holdings Pte. Ltd., a Singapore corporation (the “Purchaser”).
Investcorp Acquisition Corp. Century Yard, Cricket Square, Elgin Avenue PO Box 1111, George Town Grand Cayman, KY1-1102, Cayman IslandsSecurities Subscription Agreement • June 14th, 2021 • Investcorp Acquisition Corp. • Blank checks • New York
Investcorp Acquisition Corp.., a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to accept the offer made by ICE I Holdings Pte. Ltd., a Singapore Corporation (“Subscriber” or “you”), to purchase 7,187,500 Class B ordinary shares (the “Shares”) of the Company, $0.0001 par value per share (“Ordinary Shares”), up to 937,500 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Ordinary Share and one, or a portion of one, warrant to purchase one Ordinary Share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 12th, 2022 • Investcorp India Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 9, 2022 by and between Investcorp India Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 13th, 2026 • Investcorp AI Acquisition Corp. • Blank checks
This Subscription Agreement (this “Agreement”) is entered into as of the latter date set forth on the signature page hereto, by and between Beckwell One Limited, an Irish company limited by shares (“New Pubco”), and The Hugely Successful Company, LLC, a Delaware limited liability company (“HSC”). Solely for purposes of Section 2, Blue Finance Technology Holding Limited, an Irish company limited by shares (“Blue Finance”), joins as Consenting Party for purposes of Section 2 hereof. Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to them in the Business Combination Agreement (as defined below).
PURCHASE AGREEMENTPurchase Agreement • August 29th, 2025 • Investcorp AI Acquisition Corp. • Blank checks • New York
This PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of August 28, 2025 (the “Effective Date”), by and among Samara Special Opportunities, a Cayman Island exempted company (the “Acquirer”), Investcorp AI Acquisition Corp., a Cayman islands exempted company (“SPAC”) and ICE I Holdings Pte. Ltd. (“Sponsor” or “Seller”) (each a “Party” and, collectively, the “Parties”).
SPONSOR LOCK-UP AGREEMENTSponsor Lock-Up Agreement • October 23rd, 2024 • Investcorp AI Acquisition Corp. • Blank checks
THIS SPONSOR LOCK-UP AGREEMENT, dated as of October 21, 2024 (this “Agreement”), is made and entered into by and among ICE I Holdings Pte. Ltd., a Singapore corporation (“Sponsor”), Investcorp AI Acquisition Corp., a Cayman Islands exempted company (“SPAC”), certain SPAC Shareholders whose names appear on the signature pages of this Agreement (such SPAC Shareholders and Sponsor, collectively, the “Sponsor Members”), Bigtincan Limited, a Cayman Islands exempted company (“Pubco”), and Bigtincan Holdings Limited, an Australian public company listed on the Australian Securities Exchange with Australian Company Number (ACN) 154 944 797 (the “Company” and together with SPAC, Pubco and the Sponsor Members, the “Parties” and each a “Party”).
Scheme implementation deed Investcorp AI Acquisition Corp. Bigtincan Holdings Limited Bigtincan Limited BTH Merger Sub LimitedScheme Implementation Deed • October 23rd, 2024 • Investcorp AI Acquisition Corp. • Blank checks • New South Wales
SUBSCRIPTION AGREEMENTSubscription Agreement • October 23rd, 2024 • Investcorp AI Acquisition Corp. • Blank checks
In connection with the proposed business combination (the “Transaction”) contemplated by that certain business combination agreement, dated as of the date hereof (as amended, modified or supplemented from time to time, the “Transaction Agreement”), by and among Investcorp AI Acquisition Corp., a Cayman Islands exempted company (“SPAC”), Bigtincan Limited, a Cayman Islands exempted company (“Pubco”), BTH Merger Sub Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of Pubco (“Merger Sub”), and Bigtincan Holdings Limited, an Australian public company listed on the Australian Securities Exchange with Australian Company Number (ACN) 154 944 797 (the “Company”), and that certain scheme implementation deed entered into in connection with the Transaction Agreement, dated as of the date hereof (as amended, modified or supplemented from time to time, the “SID”), by and among SPAC, Pubco, Merger Sub and the Company, pursuant to and in accordance with the terms and c
BUSINESS COMBINATION AGREEMENT by and among BIGTINCAN HOLDINGS LIMITED, BIGTINCAN LIMITED, BTH MERGER SUB LIMITED, and INVESTCORP AI ACQUISITION CORP. dated as of October 21, 2024Business Combination Agreement • October 23rd, 2024 • Investcorp AI Acquisition Corp. • Blank checks • New York
THIS BUSINESS COMBINATION AGREEMENT, dated as of October 21, 2024 (this “Agreement”), by and among Bigtincan Holdings Limited, an Australian public company listed on the Australian Securities Exchange (the “ASX”) with Australian Company Number (ACN) 154 944 797 (the “Company”), Bigtincan Limited, a Cayman Islands exempted company (“Pubco”), BTH Merger Sub Limited, a Cayman Islands exempted company and a direct, wholly owned Subsidiary of Pubco (“Merger Sub”), and Investcorp AI Acquisition Corp., a Cayman Islands exempted company (“SPAC”, and together with the Company, Pubco and Merger Sub, the “Parties” and each a “Party”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • October 23rd, 2024 • Investcorp AI Acquisition Corp. • Blank checks
THIS SPONSOR SUPPORT AGREEMENT, dated as of October 21, 2024 (this “Agreement”), is made and entered into by and among ICE I Holdings Pte. Ltd., a Singapore corporation (“Sponsor”), Investcorp AI Acquisition Corp., a Cayman Islands exempted company (“SPAC”), certain SPAC Shareholders whose names appear on the signature pages of this Agreement (such SPAC Shareholders and Sponsor, collectively, the “Sponsor Members”), Bigtincan Limited, a Cayman Islands exempted company (“Pubco”), and Bigtincan Holdings Limited, an Australian public company listed on the Australian Securities Exchange with Australian Company Number (ACN) 154 944 797 (the “Company” and together with SPAC, Pubco and the Sponsor Members, the “Parties” and each a “Party”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 13th, 2026 • Investcorp AI Acquisition Corp. • Blank checks
This Subscription Agreement (this “Agreement”) is entered into as of the latter date set forth on the signature page hereto, by and between Beckwell One Limited, an Irish company limited by shares (“New Pubco”), and MFC Tech Limited, a United Kingdom company (“MFCT”). Solely for purposes of Section 2, Blue Finance Technology Holding Limited, an Irish company limited by shares (“Blue Finance”) and Tariq Mumtaz join as consenting parties (each, a “Consenting Party” and together, the “Consenting Parties”). Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to them in the Business Combination Agreement (as defined below).
BUSINESS COMBINATION AGREEMENT by and among INVESTCORP AI ACQUISITION CORP., as SPAC, BLUE FINANCE TECHNOLOGY HOLDING LIMITED as the Company, OLIVER LARHOLT, in the capacity as the Seller Representative, BECKWELL ONE LIMITED, as Irish Holdco, and...Business Combination Agreement • April 13th, 2026 • Investcorp AI Acquisition Corp. • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of April 8, 2026, by and among (i) Investcorp AI Acquisition Corp., a Cayman Islands exempted company limited by shares (together with its successors, “SPAC”), (ii) Blue Finance Technology Holding Limited, an Irish company limited by shares (together with its successors, the “Company”), (iii) Oliver Larholt, in the capacity as the representative from and after the Contribution for the Company Shareholders as of immediately prior to the Contribution (and their successors and assigns) in accordance with the terms and conditions of this Agreement and the Share Contribution Agreement (the “Seller Representative”), (iv) Beckwell One Limited, an Irish company limited by shares in the process of re-registration as a public limited company (together with its successors, “Irish Holdco”), and (v) Eaton One Limited, a Cayman Islands exempted company limited by shares (together with its successors, “Merger Sub”). As
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • April 13th, 2026 • Investcorp AI Acquisition Corp. • Blank checks
THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 8, 2026, by and among Samara Special Opportunities, a Cayman Islands exempted company (“Purchaser Sponsor”), Investcorp AI Acquisition Corp., a Cayman Islands exempted company (together with its successors, “Purchaser”, and following the Closing, the “Surviving Company”) and Blue Finance Technology Holding Limited, an Irish company limited by shares (the “Seller”). Purchaser Sponsor, Purchaser, and Seller are sometimes referred to herein collectively as the “Parties” and individually as a “Party.” Capitalized terms used and not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).