AMENDED AND RESTATED WARRANT AGREEMENT CAPTIVISION INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated November 15, 2023Warrant Agreement • November 22nd, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated November 15, 2023, is by and among Captivision Inc., a Cayman Islands exempted company (the “Company”), Jaguar Global Growth Corporation I, a Cayman Islands exempted company (“JGGC”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 15, 2023, is made and entered into by and among Captivision Inc., a Cayman Islands exempted company limited by shares (the “Company”), Jaguar Global Growth Partners I, LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders”.
ContractCaptivision Inc. • December 22nd, 2023 • Miscellaneous electrical machinery, equipment & supplies
The Bank must explain the important contents of this agreement to the applicant and provide a copy of the Basic Terms and Conditions of Bank Credit Transactions and this agreement.
ContractDistribution and License Agreement • June 1st, 2023 • Phygital Immersive LTD • Miscellaneous electrical machinery, equipment & supplies
***** Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
ContractCaptivision Inc. • August 25th, 2023 • Miscellaneous electrical machinery, equipment & supplies
[***] INDICATES THAT CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE OF THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
SUBSCRIPTION AGREEMENTSubscription Agreement • February 20th, 2024 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
Loan AgreementLoan Agreement • August 25th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
Ho Joon Lee (hereinafter referred to as the “Creditor”) and GLAAM Co., Ltd. (hereinafter referred to as the “Debtor”), hereby enter into a loan agreement as follows.
Loan Repayment Amendment AgreementLoan Repayment Amendment Agreement • December 12th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
ContractCaptivision Inc. • August 25th, 2023 • Miscellaneous electrical machinery, equipment & supplies
[***] INDICATES THAT CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE OF THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
ORDINARY SHARE PURCHASE WARRANT CAPTIVISION INC.Captivision Inc. • November 22nd, 2023 • Miscellaneous electrical machinery, equipment & supplies • New York
THIS ORDINARY SHARE PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is thirty (30) days after the date of this Warrant (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is five (5) years after the date of this Warrant (the “Termination Date”) but not thereafter, to subscribe for and purchase from Captivision Inc., a Cayman Islands exempted company (the “Company”), up to [______] ordinary shares (as subject to adjustment hereunder, the “Warrant Shares”), par value $0.0001 per share, of the Company (the “Ordinary Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 1(a).
ContractCaptivision Inc. • August 25th, 2023 • Miscellaneous electrical machinery, equipment & supplies
[***] INDICATES THAT CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE OF THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
Form of Loan AgreementForm of Loan Agreement • August 25th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
Bio-X Co., Ltd. (hereinafter referred to as the “Creditor”) and GLAAM Co., Ltd. (hereinafter referred to as the “Debtor”), hereby enter into a loan agreement as follows.
Loan Repayment Amendment AgreementLoan Repayment Amendment Agreement • December 12th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
Loan AgreementLoan Agreement • August 25th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
G-FRAME Co., Ltd., (the “Lender”) and G—SMATT America Co., Ltd (the “Borrower”) hereby agreed based on principle of good faith as follows:
LOAN AGREEMENTLoan Agreement • August 25th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies • England and Wales
Loan AgreementLoan Agreement • August 25th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
Nam In Kim (hereinafter referred to as the “Creditor”) and GLAAM Co., Ltd. (hereinafter referred to as the “Debtor”), hereby enter into a loan agreement as follows.
Form of Loan AgreementCaptivision Inc. • August 25th, 2023 • Miscellaneous electrical machinery, equipment & supplies
G-SMATT Europe Media Limited (the “Lender”) and G-SMATT America CO., LTD. (the “Borrower”) hereby agreed based on principle of good faith as follows:
LETTER AGREEMENTLetter Agreement • November 22nd, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
This LETTER AGREEMENT (this “Agreement”), dated as of November 15, 2023, is made by and among Ho Joon Lee and Houngki Kim (the “Company Founders”), Captivision Inc. (FKA Phygital Immersive Limited), a Cayman Islands exempted company limited by shares (“New PubCo”), Jaguar Global Growth Corporation I, a Cayman Islands exempted company limited by shares (“SPAC”), and GLAAM Co., Ltd., a corporation (chusik hoesa) organized under the laws of Korea (the “Company”). The Company Founders, New PubCo, SPAC and the Company shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
Loan AgreementLoan Agreement • September 11th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
Yoo Ha Asset Co., Ltd. (hereinafter referred to as the “Creditor”) and GLAAM Co., Ltd. (hereinafter referred to as the “Debtor”), hereby enter into a loan agreement as follows.
Loan AgreementLoan Agreement • August 25th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
Seong Ik Han (hereinafter referred to as the “Creditor”) and GLAAM Co., Ltd. (hereinafter referred to as the “Debtor”), hereby enter into a loan agreement as follows.
Agreement to Change Loan RepaymentChange Loan Repayment • December 12th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
Agreement to Change Loan RepaymentChange Loan Repayment • December 12th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
Agreement to Change Loan RepaymentCaptivision Inc. • December 12th, 2023 • Miscellaneous electrical machinery, equipment & supplies
Form of Loan AgreementForm of Loan Agreement • August 25th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
GLAAM Co., Ltd. (hereinafter referred to as the “Creditor”) and Korea Networks Co., Ltd. (hereinafter referred to as the “Debtor”), hereby enter into a loan agreement as follows.
Loan AgreementLoan Agreement • August 25th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
G-FRAME Co., Ltd., (the “Lender”) and G-SMATT America Co., Ltd (the “Borrower”) hereby agreed based on principle of good faith as follows:
Loan AgreementLoan Agreement • August 25th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
Kyung Sook Kim (hereinafter referred to as the “Creditor”) and GLAAM Co., Ltd. (hereinafter referred to as the “Debtor”), hereby enter into a loan agreement as follows.
Amendment to Distribution AgreementDistribution Agreement • May 4th, 2023 • Phygital Immersive LTD • Miscellaneous electrical machinery, equipment & supplies
G-SMATT Global Co., Ltd. (hereinafter referred to as “Party A”) and G-SMATT Co., Ltd. (hereinafter referred to as “Party B”), based on mutual trust, hereby enter into this Amendment to Distribution Agreement (this “Amendment”) as set forth below in order to grow and maximize the efficiency of the LED transparent display panel business.
Loan AgreementLoan Agreement • August 25th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
Creditor, Yongwoo Kim (hereinafter referred to as the “Creditor”) and the Debtor, GLAAM Co., Ltd. (hereinafter referred to as the “Debtor”), hereby enter into a credit agreement as follows.
ContractCaptivision Inc. • August 25th, 2023 • Miscellaneous electrical machinery, equipment & supplies
***** Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
Agreement to Change Loan Repayment Creditor Lee Hojun “The Former” and debtor Glaam Co., Ltd. “The Latter” agree to change the loan repayment date as follows. - As follows -Change Loan Repayment • December 12th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
Loan Repayment Amendment AgreementLoan Repayment Amendment Agreement • December 12th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
FDIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTFdirector and Officer Indemnification Agreement • December 22nd, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 15, 1012 by and between Captivision Inc., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
Agreement to Change Loan Repayment Creditor Han Seongik “The Former” and debtor Glaam Co., Ltd. “The Latter” agree to change the loan repayment date as follows. - As follows -Change Loan Repayment • December 12th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
Distribution AgreementDistribution Agreement • May 4th, 2023 • Phygital Immersive LTD • Miscellaneous electrical machinery, equipment & supplies
G-SMATT Global Co., Ltd. (hereinafter referred to as “Party A”) and G-SMATT Co., Ltd. (hereinafter referred to as “Party B”), based on mutual trust, hereby enter into this Distribution Agreement (this “Agreement”) as set forth below in order to grow and maximize the efficiency of the LED transparent display panel business.
Loan Repayment Amendment AgreementLoan Repayment Amendment Agreement • December 12th, 2023 • Captivision Inc. • Miscellaneous electrical machinery, equipment & supplies
