UNDERWRITING AGREEMENTUnderwriting Agreement • December 23rd, 2021 • Ledger Acquisition Co • Blank checks • New York
Ledger Acquisition Company, a Cayman Islands exempted company (the “Company”), proposes to sell 15,000,000 units (the “Firm Units”), each unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Class A 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 2,250,000 additional units (the “Additional Units”) on the terms set forth in Section 2 of this Agreement. 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. If no other Underwriters are listed on Schedule I hereto, each of the terms Representatives and Unde
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • December 23rd, 2021 • Ledger Acquisition Co • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Ledger Acquisition Company, a Cayman Islands exempted company (the “Company”), Ledger Acquisition Sponsor 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”).
Ledger Acquisition Company Seattle, WA 98115Letter Agreement • December 23rd, 2021 • Ledger Acquisition Co • 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 Ledger Acquisition Company, a Cayman Islands exempted company (the “Company”), and CLSA Limited and Barclays Capital Inc., as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 17,250,000 of the Company’s units (including 2,250,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising 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
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 23rd, 2021 • Ledger Acquisition Co • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Ledger Acquisition Company, a Cayman Islands exempted company (the “Company”), and Ledger Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 23rd, 2021 • Ledger Acquisition Co • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [l], 2021 by and between Ledger Acquisition Company, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • December 23rd, 2021 • Ledger Acquisition Co • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [l], 2021, by and between Ledger Acquisition Company, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • December 23rd, 2021 • Ledger Acquisition Co • Blank checks • New York
This agreement (“Agreement”) is made as of [●], 2021 between Ledger Acquisition Company, a Cayman Islands exempted company, with offices at 1037 NE 65th Street, #80042, Seattle, WA 98115 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (“Warrant Agent”, also referred to herein as “Transfer Agent”).
Ledger Acquisition CompanyTitle Spac • December 23rd, 2021 • Ledger Acquisition Co • Blank checks • New York
LEDGER ACQUISITION COMPANY 1037 NE 65th Street #80042 Seattle, WA 98115Ledger Acquisition Co • December 23rd, 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 the securities of Ledger Acquisition Company (the “Company”) 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”), Ledger Acquisition Sponsor LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 1037 NE 65th Street, #80042, Seattle, WA 98115 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000 per month on the Effective Date and continuing monthly thereaf
