GIANT OAK ACQUISITION CORPORATION FORM OF INDEMNITY AGREEMENTIndemnity Agreement • February 22nd, 2022 • Giant Oak Acquisition Corp • Blank checks • Virgin Islands
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2022 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering as described in the Company’s Registration Statement on Form S-1 (SEC File No. 333-_____), the Company and Indemnitee do hereby covenant and agree as follows:
Giant Oak Acquisition Corporation Ritter House Wickhams Cay II Tortola, VG 1110 British Virgin Islands January 14, 2022Giant Oak Acquisition Corp • October 13th, 2023 • Blank checks • New York
Giant Oak Acquisition Corporation, a British Virgin Islands business company (the “Company”), is pleased to accept the offer Yolanda Management Corporation, a British Virgin Islands business company (the “Subscriber” or “you”), has made to subscribe for and purchase 2,875,000 ordinary shares (the “Shares”),no par value per share (the “Ordinary Shares”), up to 375,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
WARRANT AGREEMENTWarrant Agreement • February 22nd, 2022 • Giant Oak Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2022, is by and between Giant Oak Acquisition Corporation, a British Virgin Islands company (the “Company”), and Vstock Transfer, LLC, a New York limited liability company, as warrant agent (the “Warrant Agent” or also referred to herein as the “Transfer Agent”).
Giant Oak Acquisition Corporation New York, New York, 10036Letter Agreement • February 22nd, 2022 • Giant Oak 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”) to be entered into by and between Giant Oak Acquisition Corporation, a British Virgin Islands company (the “Company”), and Ladenburg Thalmann & Co. Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.001 per share (the “Ordinary Shares”), one warrant to purchase one-half of an Ordinary Share (“Warrant”) and a right (“Right”) to receive 1/10th of an Ordinary Share. Each Warrant entitles the holder thereof to purchase one-half of one Ordinary Share at a price of $11.50 per share, sub
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 22nd, 2022 • Giant Oak Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2022, by and between Giant Oak Acquisition Corporation, a British Islands corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”) and Vstock Transfer LLC as transfer agent for the Company’s securities (“Vstock”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • February 22nd, 2022 • Giant Oak Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of __________, 2022, by and among Giant Oak Acquisition Corporation., a British Virgin Islands company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
GIANT OAK ACQUISITION CORPORATION FORM OF PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • February 22nd, 2022 • Giant Oak Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this ___ day of ________, 2022, by and between Giant Oak Acquisition Corporation, a British Virgin Islands company (the “Company”), having its principal place of business at 1177 Avenue of the Americas, 5th Floor, New York, New York, 10036 and Yolanda Management Corporation, a British Virgin Islands company (the “Purchaser”).
GIANT OAK ACQUISITION CORPORATION FORM OF RIGHTS AGREEMENTForm of Rights Agreement • February 22nd, 2022 • Giant Oak Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [ ], 2022 between Giant Oak Acquisition Corporation, a British Virgin Islands company with offices at 1177 Avenue of the Americas, 5th Floor, New York, New York 10036 (the “Company”) and VStock Transfer, LLC, a New York limited liability company, with offices at 18 Lafayette Place, Woodmere, New York 11598 (“Rights Agent”).
FORM OF GIANT OAK ACQUISITION CORPORATION WARRANT AGREEMENTAcquisition Corporation Warrant Agreement • January 17th, 2023 • Giant Oak Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ___________, 2023, is entered into by and between Giant Oak Acquisition Corporation, a British Virgin Islands company (the “Company”), and Vstock Transfer, LLC, a New York limited liability company, as warrant agent (the “Warrant Agent” or also referred to herein as the “Transfer Agent”).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • February 22nd, 2022 • Giant Oak Acquisition Corp • Blank checks • New York
This letter agreement will confirm our mutual agreement that, commencing on the first date (the “Effective Date”) that any securities of Giant Oak Acquisition Corporation (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the Nasdaq Global Market, and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Yolanda Management Corporation (“Yolanda”) shall make available to the Company certain office space, utilities and secretarial and administrative services as may be required by the Company from time to time, situated at 1177 Avenue of the Americas, 5th Floor, New York, NY 10036 (or any successor location). In exchange therefor, the Company shall pay Yolanda the sum of $10,0
Giant Oak Acquisition CorporationLetter Agreement • October 13th, 2023 • Giant Oak Acquisition Corp • Blank checks
This letter agreement will confirm our agreement that, commencing on the first date (the “Effective Date”) that any securities of Giant Oak Acquisition Corporation (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the Nasdaq Capital Market, and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Blue Engine Management Corporation (“Blue Engine”) shall make available to the Company certain office space, utilities and secretarial and administrative services as may be required by the Company from time to time, situated at 17 State Street, 40th Floor, New York, NY 10004 (or any successor location). In exchange therefor, the Company shall pay Blue Engine the sum of $10,000 pe
ASSIGNMENT, AMENDMENT AND NOVATION AGREEMENTAssignment, Amendment and Novation Agreement • October 13th, 2023 • Giant Oak Acquisition Corp • Blank checks • New York
This Assignment, Amendment and Novation Agreement (this “Novation Agreement”) made as of the 10th day of September, 2023 (“Effective Date”)
