WARRANT AGREEMENT between BCGF ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • June 29th, 2023 • BCGF Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”), is made as of [__], 2023, between BCGF Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
BCGF ACQUISITION CORP.BCGF Acquisition Corp. • August 8th, 2022 • Delaware
This agreement (the “Agreement”) is entered into on May 16, 2022 by and between BCGH LLC, a Delaware limited liability company (the “Subscriber” or “you”), and BCGF Acquisition Corp., 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 2,501,250 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 326,250 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:
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 29th, 2023 • BCGF Acquisition Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ], 2023, between BCGF Acquisition Corp., a Delaware corporation (the “Company”), and ____________________________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 29th, 2023 • BCGF Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2023 by and between BCGF Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”).
RIGHTS AGREEMENTRights Agreement • June 29th, 2023 • BCGF Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [____________________], 2023 between BCGF Acquisition Corp., a Delaware corporation, with offices at 3 Soi Pridi Bhanomyong 28, Sukhumvit 71 Road, Klongton Nua, Wattana, Bangkok 10110, Thailand (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the “Right Agent”).
BCGF Acquisition Corp. Sukhumvit 71 Road, Klongton Nua Wattana, Bangkok 10110, ThailandLetter Agreement • June 29th, 2023 • BCGF Acquisition Corp. • Blank checks
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 BCGF Acquisition Corp., a Delaware corporation (the “Company”) and EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 5,750,000 of the Company’s units (including up to 750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), one redeemable warrant (each, a “Warrant”) and one right (a “Right”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. Each Right entitles the holder thereof to receive one-tenth (1/1
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2023 • BCGF Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of __________, 2023, is made and entered into by and among BCGF Acquisition Corp., a Delaware corporation (the “Company”), BCGH LLC, a Delaware limited liability company (the “Sponsor”), EF Hutton, division of Benchmark Investments, LLC (the “Representative”), and the undersigned parties listed 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”).
BCGF Acquisition Corp.BCGF Acquisition Corp. • June 29th, 2023 • Blank checks
This letter agreement by and between BCGF Acquisition Corp. (the “Company”) and BCGH 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 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 and shall not exceed 18 months of the Listing Date) (such earlier date hereinafter referred to as the “Termination Date”):
