20,000,000 Units1 SK Growth Opportunities Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • June 29th, 2022 • SK Growth Opportunities Corp • Blank checks • New York
This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
SK Growth Opportunities Corporation PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman IslandsSK Growth Opportunities Corp • February 25th, 2022 • Blank checks • New York
This agreement (this “Agreement”) is entered into on December 9, 2021 by and between Auxo Capital Managers LLC, a Delaware limited liability company (the “Subscriber” or “you”), and SK Growth Opportunities Corporation, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,125,000 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 and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 29th, 2022 • SK Growth Opportunities Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 23, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between SK Growth Opportunities Corporation, a Cayman Islands exempted company (the “Company”), and Auxo Capital Managers LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • June 29th, 2022 • SK Growth Opportunities Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 23, 2022, is by and between SK Growth Opportunities Corporation, 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,” and also referred to herein as the “Transfer Agent”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • June 29th, 2022 • SK Growth Opportunities Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of June 23, 2022, is made and entered into by and among SK Growth Opportunities Corporation, a Cayman Islands exempted company (the “Company”), Auxo Capital Managers LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (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”).
FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2022, by and between SK GROWTH OPPORTUNITIES CORPORATION, a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”). RECITALSForm of Indemnity Agreement • May 23rd, 2022 • SK Growth Opportunities Corp • Blank checks • Delaware
WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 29th, 2022 • SK Growth Opportunities Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 23 , 2022 by and between SK Growth Opportunities Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 28th, 2024 • SK Growth Opportunities Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of [ ], 2024, is made and entered into by and among:
BUSINESS COMBINATION AGREEMENT by and among Webull Corporation Feather Sound I Inc. Feather Sound II Inc. and SK Growth Opportunities Corporation dated as of February 27, 2024Business Combination Agreement • February 28th, 2024 • SK Growth Opportunities Corp • Blank checks • New York
THIS BUSINESS COMBINATION AGREEMENT, dated as of February 27, 2024 (this “Agreement”), is made and entered into by and among (i) Webull Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), (ii) Feather Sound I Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned Subsidiary of the Company (“Merger Sub I”), (iii) Feather Sound II Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned Subsidiary of the Company (“Merger Sub II”, collectively with Merger Sub I, the “Merger Subs” and each a “Merger Sub”), and (iv) SK Growth Opportunities Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”).
SK Growth Opportunities Corporation New York, NY 10003 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • June 29th, 2022 • SK Growth Opportunities Corp • 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 between SK Growth Opportunities Corporation, a Cayman Islands exempted company (the “Company”), and Deutsche Bank Securities Inc., as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a regis
SK GROWTH OPPORTUNITIES CORPORATION New York, NY 10003Letter Agreement • June 29th, 2022 • SK Growth Opportunities Corp • Blank checks • New York
This letter agreement (this “Agreement”) by and between SK Growth Opportunities Corporation (the “Company”) and SK Global Development Advisors LLC (the “Advisory Company”), 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 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 and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
WARRANT AGREEMENTWarrant Agreement • February 28th, 2024 • SK Growth Opportunities Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], is by and between Webull Corporation, 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,” and also referred to herein as the “Transfer Agent”).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • December 29th, 2023 • SK Growth Opportunities Corp • Blank checks • New York
This Non-Redemption Agreement (this “Agreement”) is entered as of December [●], 2023 by and among SK Growth Opportunities Corporation (“SK Growth”), Auxo Capital Managers LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investors (collectively, the “Investor”).
SHAREHOLDER LOCK-UP AGREEMENTShareholder Lock-Up Agreement • February 28th, 2024 • SK Growth Opportunities Corp • Blank checks • New York
This SHAREHOLDER LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [•], 2024, by and among Webull Corporation, an exempted company incorporated with limited liability under the Laws of Cayman Islands (the “Company”), SK Growth Opportunities Corporation, an exempted company incorporated with limited liability under the Laws of Cayman Islands (“SPAC”), and the shareholder of the Company set forth on Schedule A hereto (the “Shareholder”).
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 29th, 2023 • SK Growth Opportunities Corp • Blank checks • New York
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of December 27, 2023, is made by and between SK Growth Opportunities Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assignment, Assumption and Amendment Agreement • February 28th, 2024 • SK Growth Opportunities Corp • Blank checks • New York
THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated as of [•] (the “Effective Date”), is by and between Webull Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), SK Growth Opportunities Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”) and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 28th, 2024 • SK Growth Opportunities Corp • Blank checks • New York
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February 27, 2024, by and among Webull Corporation, an exempted company incorporated with limited liability under the Laws of Cayman Islands (the “Company”), SK Growth Opportunities Corporation, an exempted company incorporated with limited liability under the Laws of Cayman Islands (“SPAC”), Auxo Capital Managers LLC, a Delaware limited liability company (“Sponsor”), and certain shareholders of SPAC set forth on Schedule A hereto (together with the Sponsor, collectively, the “SPAC Insiders” and each, a “SPAC Insider”).
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • December 18th, 2023 • SK Growth Opportunities Corp • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of December [•], 2023 by and among SK Growth Opportunities Corporation (“SK Growth”), Auxo Capital Managers LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investors (collectively, the “Investor”).
