10,000,000 Units GESHER I ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 14th, 2021 • Gesher I Acquisition Corp. • Blank checks • New York
Gesher I Acquisition Corp., a Cayman Islands exempt company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 14th, 2021 • Gesher I Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 12, 2021, by and among Gesher I Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • October 14th, 2021 • Gesher I Acquisition Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of October 12, 2021 between Gesher I Acquisition Corp., a Cayman Islands exempted company, with offices at Hagag Towers, North Tower, Floor 24, Haarba 28, Tel Aviv, Israel (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 14th, 2021 • Gesher I Acquisition Corp. • Blank checks • New York
This Agreement, made and entered into effective as of October 12, 2021 (“Agreement”), by and between Gesher I Acquisition Corp., a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 14th, 2021 • Gesher I Acquisition Corp. • Blank checks • New York
Gesher I Acquisition Corp. Hagag Towers North Tower, Floor 24 Haarba 28 Tel Aviv, IsraelLetter Agreement • September 2nd, 2021 • Gesher I Acquisition Corp. • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Gesher I Acquisition Corp., a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant (“Warrant”), each whole Warrant exercisable for one Ordinary Share. Certain capitalized terms used herein are defined in paragraph 12 hereof.
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • September 2nd, 2021 • Gesher I Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of ________, 2021 between Gesher I Acquisition Corp., a Cayman Islands exempted company (the “Company”), and _______________, a ___________ (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 6th, 2022 • Gesher I Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], is made and entered into by and among Freightos Limited, a Cayman Islands exempted company limited by shares (the “Company”), and the undersigned parties listed on the signature page hereto (each a “Holder” and collectively the “Holders”).
AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • January 25th, 2023 • Gesher I Acquisition Corp. • Blank checks
THIS AMENDMENT TO WARRANT AGREEMENT (this “Amendment”) is made and entered into as of January 25, 2023, by and among (i) Gesher I Acquisition Corp., a Cayman Islands exempted company (“SPAC”), (ii) Freightos Limited, a Cayman Islands exempted company limited by shares (the “Company”), and (iii) Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Warrant Agreement (as defined below) (and if such term is not defined in the Warrant Agreement, then the Business Combination Agreement (as defined below)).
LOCK-UP AGREEMENTLock-Up Agreement • June 6th, 2022 • Gesher I Acquisition Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of May 31, 2022 by and among (i) Gesher I Acquisition Corp., a Cayman Islands exempted company limited by shares (“SPAC”), (ii) Freightos Limited, a Cayman Islands exempted company limited by shares (the “Company”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 6th, 2022 • Gesher I Acquisition Corp. • Blank checks
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of [•], 2022 and shall be effective as of the Closing (as such term is defined in the Business Combination Agreement (as defined below)), by and among (i) Freightos Limited, a Cayman Islands exempted company limited by shares (the “Company”), (ii) Gesher I Acquisition Corp., a Cayman Islands exempted company (“SPAC”) and (iii) the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement (as defined below) (and if such term is not defined in the Registration Rights Agreement, then in the Business Combination Agreement).
GESHER I ACQUISITION CORP. Hagag Towers North Tower, Floor 24 Haarba 28 Tel Aviv, IsraelGesher I Acquisition Corp. • October 14th, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of securities of Gesher I Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), High House (the “Affiliate”) shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at Hagag Towers, North Tower, Floor 24, Haarba 28, Tel Aviv, Israel (or any successor location). In exchange therefore, the Company shall pay the Affiliate the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. The Aff
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 25th, 2023 • Gesher I Acquisition Corp. • Blank checks • Delaware
This ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of January 25, 2023 (this “Agreement”) is made and entered into by and between Gesher I Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Assignor”), and Freightos Limited, a Cayman Islands exempted company limited by shares (the “Assignee”).
BUSINESS COMBINATION AGREEMENT by and among Gesher I Acquisition Corp., Freightos Limited, Freightos Merger Sub I and Freightos Merger Sub II dated as of May 31, 2022Business Combination Agreement • June 6th, 2022 • Gesher I Acquisition Corp. • Blank checks • Delaware
This Business Combination Agreement, dated as of May 31, 2022 (this “Agreement”), is made and entered into by and among (i) Gesher I Acquisition Corp., a Cayman Islands exempted company limited by shares (“SPAC”), (ii) Freightos Limited, a Cayman Islands exempted company limited by shares (the “Company”), (iii) Freightos Merger Sub I, a Cayman Islands exempted company limited by shares and a direct wholly owned Subsidiary of the Company (“Merger Sub I”) and (iv) Freightos Merger Sub II, a Cayman Islands exempted company limited by shares and a direct wholly owned Subsidiary of the Company (“Merger Sub II”). Each of SPAC, the Company, Merger Sub I and Merger Sub II are individually referred to herein as a “Party” and collectively as the “Parties.” Certain capitalized terms used in this Agreement have the meanings set forth in Annex I.
BACKSTOP SUBSCRIPTION AGREEMENTBackstop Subscription Agreement • June 6th, 2022 • Gesher I Acquisition Corp. • Blank checks • Delaware
This Backstop Subscription Agreement (this “Agreement”) is being entered into as of April 14, 2022 by and between Gesher I Acquisition Corp., a Cayman Islands exempted company limited by shares (“SPAC”), and the undersigned subscriber (“Subscriber”). In connection with a potential business combination (a “Transaction”) with one or more businesses or entities to be identified from time to time by SPAC to Subscriber in writing (any such target company so identified, a “Target Company”) pursuant to a definitive agreement (the “Transaction Agreement”), SPAC is seeking commitments to purchase that number of ordinary shares of SPAC, par value $0.0001 per share, set forth on the signature page hereto (the “Backstop Shares”) for a purchase price of $10.00 per share (the “Per Share Purchase Price” and the aggregate purchase price for the Backstop Shares set forth on the signature page hereto, the “Purchase Price”) to backstop ordinary shares of SPAC validly redeemed by SPAC’s shareholders in co
GESHER I ACQUISITION CORP. Hagag Towers North Tower, Floor 24 Haarba 28 Tel Aviv, IsraelGesher I Acquisition Corp. • September 2nd, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of securities of Gesher I Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), High House (the “Affiliate”) shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at Hagag Towers, North Tower, Floor 24, Haarba 28, Tel Aviv, Israel (or any successor location). In exchange therefore, the Company shall pay the Affiliate the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. The Aff
SUPPORT AGREEMENTSupport Agreement • June 6th, 2022 • Gesher I Acquisition Corp. • Blank checks • Delaware
This SUPPORT AGREEMENT (this “Agreement”) is made as of May 31, 2022, by and among (i) Gesher I Acquisition Corp., a Cayman Islands exempted company limited by shares (“SPAC”), (ii) Freightos Limited, a Cayman Islands exempted company limited by shares (the “Company”), and (iii) the undersigned shareholder (“Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as hereinafter defined).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • June 6th, 2022 • Gesher I Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of March 23, 2022 between Gesher I Acquisition Corp., a Cayman Islands exempted company (the “Company”), and M&G (ACS) Japan Equity Fund (the “Purchaser”), as managed by M&G Investment Management Limited, a private company limited by shares organized and existing under the laws of England and Wales with the registered number 00936683 and whose registered office is 10 Fenchurch Avenue, London, England, EC3M 5AG, United Kingdom.
STOCK ESCROW AGREEMENTStock Escrow Agreement • September 2nd, 2021 • Gesher I Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [______], 2021 (“Agreement”), by and among Gesher I Acquisition Corp., a Cayman Islands exempted company (“Company”), the shareholder of the Company listed on Exhibit A hereto (the “Sponsor”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (“Escrow Agent”).
PIPE SUBSCRIPTION AGREEMENTPipe Subscription Agreement • June 6th, 2022 • Gesher I Acquisition Corp. • Blank checks • Delaware
This PIPE Subscription Agreement (this “Agreement”) is being entered into as of May 31, 2022, by and among Gesher I Acquisition Corp., a Cayman Islands exempted company limited by shares (“SPAC”), Freightos Limited, a Cayman Islands exempted company limited by shares (the “Issuer”), and the undersigned subscriber (“Subscriber”), in connection with that certain Business Combination Agreement, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among SPAC, the Issuer, Freightos Merger Sub I, a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of the Issuer (“Merger Sub I”), and Freightos Merger Sub II, a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of the Issuer (“Merger Sub II”). Pursuant to the Merger Agreement, Merger Sub I will merge with and into SPAC, with SPAC being the surviving entity as a wholly owned subsidiary of the
