Anthemis Digital Acquisitions I Corp Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • July 1st, 2021 • Anthemis Digital Acquisitions I Corp • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between Anthemis Digital Acquisitions I Corp, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 2nd, 2021 • Anthemis Digital Acquisitions I Corp • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 27, 2021, is made and entered into by and among Anthemis Digital Acquisitions I Corp, a Cayman Islands exempted limited partnership (the “Company”), Anthemis Digital Acquisitions I Sponsor LP, 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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • November 2nd, 2021 • Anthemis Digital Acquisitions I Corp • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 27, 2021 by and between Anthemis Digital Acquisitions I Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York Corporation (the “Trustee”).

20,000,000 Units ANTHEMIS DIGITAL ACQUISITIONS I CORP ($10.00 per Unit) UNDERWRITING AGREEMENT
Underwriting Agreement • November 2nd, 2021 • Anthemis Digital Acquisitions I Corp • Blank checks • New York

Anthemis Digital Acquisitions I Corp, a Cayman Islands exempted company (the “Company”), proposes to sell 20,000,000 units (the “Firm Units”), each unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), of the Company and one-half of one redeemable warrant (the “Public Warrants”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase from the Company up to 3,000,000 units on the terms set forth in Section 2 of this Agreement (the “Additional Units”). The Firm Units and the Additional Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Company by the Underwriters. To the extent that there are no additional Underwriters listed on Schedule I, the term Underwriters as used

Anthemis Digital Acquisitions I Corp Ugland House Grand Cayman KY1-1104
Anthemis Digital Acquisitions I Corp • April 6th, 2021 • Blank checks • New York

This agreement (the “Agreement”) is entered into on March 15, 2021 by and between Anthemis Digital Acquisitions I Sponsor LP, a Cayman Islands exempted limited partnership (acting through its general partner, Anthemis Digital Acquisitions I Sponsor LLC, a Cayman Islands limited liability company) (the “Subscriber” or “you”), and Anthemis Digital Acquisitions I Corp, 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’s and the Subscriber’s agreements regarding such Shares are as follows:

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • October 1st, 2021 • Anthemis Digital Acquisitions I Corp • 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 [ 🌑 ], 2021, is entered into by and between Anthemis Digital Acquisitions I Corp, a Cayman Islands exempted company (the “Company”), and Anthemis Digital Acquisitions I Sponsor LP, a Cayman Islands exempted limited partnership (the “Purchaser”).

WARRANT AGREEMENT between ANTHEMIS DIGITAL ACQUISITIONS I CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 27, 2021
Warrant Agreement • November 2nd, 2021 • Anthemis Digital Acquisitions I Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated October 27, 2021, is by and between Anthemis Digital Acquisitions I Corp, 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”).

October 27, 2021 Anthemis Digital Acquisitions I Corp 122 Hudson Street, 3rd Floor New York, New York 10013 Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • November 2nd, 2021 • Anthemis Digital Acquisitions I Corp • Blank checks • New York

Shares included in the Units issued in the Public Offering; (v) “Public Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic cons

WARRANT AGREEMENT between ANTHEMIS DIGITAL ACQUISITIONS I CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [ 🌑 ], 2021
Warrant Agreement • July 1st, 2021 • Anthemis Digital Acquisitions I Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated [ 🌑 ], 2021, is by and between Anthemis Digital Acquisitions I 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”).

INDEMNITY AGREEMENT
Indemnity Agreement • April 6th, 2022 • Anthemis Digital Acquisitions I Corp • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 27, 2021, by and between Anthemis Digital Acquisitions I Corp, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • October 1st, 2021 • Anthemis Digital Acquisitions I Corp • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between Anthemis Digital Acquisitions I Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York Corporation (the “Trustee”).

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Warrant Agreement • November 2nd, 2021 • Anthemis Digital Acquisitions I Corp • 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 October 27, 2021, is entered into by and between Anthemis Digital Acquisitions I Corp, a Cayman Islandsexempted company (the “Company”), and Anthemis Digital Acquisitions I Sponsor LP, a Cayman Islands exempted limited partnership (the “Purchaser”).

ANTHEMIS DIGITAL ACQUISITIONS I CORP New York, New York, 10013
Letter Agreement • July 1st, 2021 • Anthemis Digital Acquisitions I Corp • Blank checks • New York

This letter agreement (this “Agreement”) by and between Anthemis Digital Acquisitions I Corp (the “Company”) and Anthemis Digital Acquisitions I Sponsor LP (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 NASDAQ Capital Market (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”):

Anthemis Digital Acquisitions I Corp Ugland House Grand Cayman KY1-1104
Securities Subscription Agreement • April 6th, 2021 • Anthemis Digital Acquisitions I Corp • Blank checks

THIS AMENDMENT NO. 1 TO SECURITIES SUBSCRIPTION AGREEMENT (this “Amendment”) to that certain Securities Subscription Agreement, dated as of March 15, 2021 (the “Securities Subscription Agreement”), by and between Anthemis Digital Acquisitions I Sponsor LP, a Cayman Islands exempted partnership (acting through its general partner, Anthemis Digital Acquisitions I Sponsor LLC, a Cayman Islands limited liability company) (the “Subscriber” or “you”), and Anthemis Digital Acquisitions I Corp, a Cayman Islands exempted company (the “Company”), is made as of March 31, 2021 by and among the Subscriber and the Company. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Securities Subscription Agreement, as amended by this Amendment.

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