UNDERWRITING AGREEMENT between PAPAYA GROWTH OPPORTUNITY CORP. I and CANTOR FITZGERALD & CO. Dated: January 13, 2022 PAPAYA GROWTH OPPORTUNITY CORP. I UNDERWRITING AGREEMENTUnderwriting Agreement • January 19th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks • New York
The undersigned, Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative” and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as the representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A any references to the Underwriters shall refer exclusively to Cantor Fitzgerald)) as follows:
WARRANT AGREEMENT between PAPAYA GROWTH OPPORTUNITY CORP. I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January 13, 2022Warrant Agreement • January 19th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 13, 2022, is by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York Limited Purpose Trust Company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
ContractIndemnity Agreement • January 19th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 13, 2022 by and between PAPAYA GROWTH OPPORTUNITY CORP. I, a Delaware corporation (the “Company”), and the person executing this Agreement identified on the signature page hereto (“Indemnitee”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • January 10th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this "Agreement") is made as of the [__] day of [__], 2022, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the "Company"), having its principal place of business at 2201 Broadway, #750, Oakland, CA 94612, and Papaya Growth Opportunity I Sponsor, LLC, a Delaware limited liability company ("Subscriber").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 19th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January 13, 2022, is made and entered into by and among each of Papaya Growth Opportunity Corp. I, a Delaware corporation (the "Company"), Papaya Growth Opportunity I Sponsor, LLC, a Delaware limited liability company (the "Sponsor"), Cantor Fitzgerald & Co., a New York general partnership ("Cantor"), J.V.B. Financial Group, LLC on behalf of its Cohen & Company Capital Markets division ("CCM"), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, together with the Sponsor, Cantor and CCM, a "Holder" and collectively, the "Holders").
Papaya Growth Opportunity Corp. IPapaya Growth Opportunity Corp. I • November 24th, 2021 • New York
This agreement (the “Agreement”) is entered into on October 18, 2021 by and between Papaya Growth Opportunity I Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,452,500 shares (the “Shares”) of Class B Common Stock, $.0001 par value per share (the “Class B Common Stock”) up to 952,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units of the Company (the “Units”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • January 19th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this "Agreement") is made as of the 13th day of January, 2022, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the "Company"), having its principal place of business at 2201 Broadway, #750, Oakland, CA 94612, and Papaya Growth Opportunity I Sponsor, LLC, a Delaware limited liability company ("Subscriber").
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 10th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks • New York
This Investment Management Trust Agreement (this "Agreement") is made effective as of [__], 2022 by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee").
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • January 19th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 13th day of January, 2022, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”), having its principal place of business at 2201 Broadway, #750, Oakland, CA 94612, and Cantor Fitzgerald & Co. (“Cantor” or the “Subscriber”).
Papaya Growth Opportunity Corp. I Oakland, CA 94612Letter Agreement • January 19th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks
This letter ("Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into, or proposed to be entered into, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the "Company"), and Cantor Fitzgerald & Co. ("Cantor"), as the representative of the underwriters (the "Underwriters"), relating to an underwritten initial public offering (the "Offering"), of up to 28,750,000 of the Company's units (the "Units"), each comprised of one share of the Company's Class A common stock, par value $0.0001 per share (the "Common Stock"), and one half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a "Warrant"). The Units sold in the Offering will be registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a registration statement on Form S-1 and prospectus (the "Prospectus") filed by the Company with the Securities and Exchange Commission (
PAPAYA GROWTH OPPORTUNITY CORP. IPapaya Growth Opportunity Corp. I • January 5th, 2022 • Blank checks • Pennsylvania
This letter agreement by and between Papaya Growth Opportunity Corp. I (the "Company") and Papaya Growth Opportunity I Sponsor, LLC (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 Global Market (the "Listing Date"), pursuant to a Registration Statement on Form S-1 and prospectus filed with the 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"):
Papaya Growth Opportunity Corp. I Oakland, CA 94612Letter Agreement • December 27th, 2021 • Papaya Growth Opportunity Corp. I • Blank checks • New York
This letter ("Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into, or proposed to be entered into, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the "Company"), and Cantor Fitzgerald & Co. ("Cantor"), as the representative of the underwriters (the "Underwriters"), relating to an underwritten initial public offering (the "Offering"), of up to 28,750,000 of the Company's units (the "Units"), each comprised of one share of the Company's Class A common stock, par value $0.0001 per share (the "Common Stock"), and one half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a "Warrant"). The Units sold in the Offering will be registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a registration statement on Form S-1 and prospectus (the "Prospectus") filed by the Company with the Securities and Exchange Commission (
PAPAYA GROWTH OPPORTUNITY CORP. IPapaya Growth Opportunity Corp. I • January 19th, 2022 • Blank checks • Pennsylvania
This letter agreement by and between Papaya Growth Opportunity Corp. I (the "Company") and Papaya Growth Opportunity I Sponsor, LLC (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 Global Market (the "Listing Date"), pursuant to a Registration Statement on Form S-1 and prospectus filed with the 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"):
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 28th, 2023 • Papaya Growth Opportunity Corp. I • Blank checks • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of April 12, 2023, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 1st, 2023 • Papaya Growth Opportunity Corp. I • Blank checks • New York
THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of August 30, 2023, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
CONSULTING AGREEMENTConsulting Agreement • December 27th, 2021 • Papaya Growth Opportunity Corp. I • Blank checks • California
Effective October 1, 2021 (the “Effective Date”), Papaya Growth Opportunity Corp I, a Delaware corporation (“Company”), and FintechForce Inc. (“Consultant”) agree as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 19th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks • New York
This Investment Management Trust Agreement (this "Agreement") is made effective as of January 13, 2022 by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee").
AMENDMENT NO. 4 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 20th, 2024 • Papaya Growth Opportunity Corp. I • Blank checks • New York
THIS AMENDMENT NO. 4 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of February 16, 2024, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
