REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2023 • OpSec Holdings • Electronic components & accessories • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of December 14, 2021, is made and entered into by and among Investcorp Europe Acquisition Corp I, a Cayman Islands exempted company (the “Company”), Europe Acquisition Holdings Limited, a Cayman Islands exempted 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 22nd, 2023 • OpSec Holdings • Electronic components & accessories • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 14, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Investcorp Europe Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Europe Acquisition Holdings Limited, a Cayman Islands exempted company (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • November 22nd, 2023 • OpSec Holdings • Electronic components & accessories • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 14, 2021, by and between INVESTCORP EUROPE ACQUISITION CORP I, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
WARRANT AGREEMENT between INVESTCORP EUROPE ACQUISITION CORP I and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • November 22nd, 2023 • OpSec Holdings • Electronic components & accessories • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 14, 2021, is by and between Investcorp Europe Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • November 22nd, 2023 • OpSec Holdings • Electronic components & accessories
THIS SPONSOR SUPPORT AGREEMENT, dated as of April 25, 2023 (this “Agreement”), by and among Europe Acquisition Holdings Limited, a Cayman Islands exempted company (“Sponsor”), Investcorp Europe Acquisition Corp I, a Cayman Islands exempted company incorporated with limited liability (“SPAC”), certain of the SPAC Shareholders whose names appear on the signature pages of this Agreement (such SPAC Shareholders and Sponsor, collectively, the “Sponsor Members”) and OpSec Holdings, a Cayman Islands exempted company incorporated with limited liability (“Pubco”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 22nd, 2023 • OpSec Holdings • Electronic components & accessories
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 14, 2021 by and between Investcorp Europe Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
BACKSTOP AGREEMENTBackstop Agreement • November 22nd, 2023 • OpSec Holdings • Electronic components & accessories • New York
THIS BACKSTOP AGREEMENT, dated as of April 25, 2023 (this “Agreement”), by and among Europe Acquisition Holdings Limited, a Cayman Islands exempted company and having its registered office at Paget-Brown Financial Services Limited, Century Yard, Cricket Square, PO Box 1111, George Town, Grand Cayman, Cayman Islands KY1-1102 (“Sponsor”), Investcorp Europe Acquisition Corp I, a Cayman Islands exempted company incorporated with limited liability with registered number 373300 and whose registered office is at Paget-Brown Financial Services Limited, Century Yard, Cricket Square, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands (“SPAC”), Orca Holdings Limited, a Cayman Islands exempted company incorporated with limited liability and having its registered office at Paget-Brown Financial Services Limited, Century Yard, Cricket Square, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands (the “Company”), and OpSec Holdings, a Cayman Islands exempted company incorpo
Investcorp Europe Acquisition Corp I Century Yard, Cricket Square Elgin Avenue, PO Box 1111 George Town, Grand Cayman Cayman Islands KY1-1102 Re: Insider Letter Amendment Ladies and Gentlemen:Letter Agreement • November 22nd, 2023 • OpSec Holdings • Electronic components & accessories • New York
This amendment (this “Amendment”) is being delivered to you in accordance with Section 12 of that certain Letter Agreement, dated as of December 14, 2021 (the “Letter Agreement”), by and among Investcorp Europe Acquisition Corp I, a Cayman Islands exempted company incorporated with limited liability (the “Company”), Europe Acquisition Holdings Limited, a Cayman Islands exempted company incorporated with limited liability (the “Sponsor”), and the individuals signatory thereto, each of whom is a member of the Company’s officers and directors (each, an “Insider” and collectively, the “Insiders”).
FIRST AMENDMENT TO THE BUSINESS COMBINATION AGREEMENTThe Business Combination Agreement • December 18th, 2023 • OpSec Holdings • Electronic components & accessories
This First Amendment to the Business Combination Agreement (this “Amendment”) is entered into as of December 14, 2023, by and among OpSec Holdings, a Cayman Islands exempted company incorporated with limited liability and having its registered office at Paget-Brown Financial Services Limited, Century Yard, Cricket Square, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands (“Pubco”), Orca Holdings Limited, a Cayman Islands exempted company incorporated with limited liability and having its registered office at Paget-Brown Financial Services Limited, Century Yard, Cricket Square, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands (the “Company”), Investcorp Technology Secondary Fund 2018, L.P., a Cayman Islands exempted limited partnership (“ITSF”), Mill Reef Capital Fund SCS, a limited partnership (société en commandite simple) organized under the laws of Luxembourg (“Mill Reef”, and together with ITSF, the “Company Shareholders”), and Investcorp Europe Acq
LEASE AGREEMENT Dated December 19, 2001 Between HIGH PROPERTIES and OPSEC ADVANTAGE, INC. Relating to Suite 101 Lancaster, Pennsylvania 17601Agreement • November 22nd, 2023 • OpSec Holdings • Electronic components & accessories • Pennsylvania
This Lease Agreement (this “Lease”) is made and executed this 19th day of December, 2001, by and between HIGH PROPER I1ES, a Pennsylvania limited partnership (herein called “Landlord”) and OPSEC ADVANTAGE, INC., a Colorado corporation, (herein called “Tenant”).
SECOND AMENDMENT TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • March 12th, 2024 • OpSec Holdings • Electronic components & accessories
This Second Amendment to the Business Combination Agreement (this “Amendment” or the “Second Amendment”) is entered into as of March 10, 2024, by and among OpSec Holdings, a Cayman Islands exempted company incorporated with limited liability and having its registered office at Paget-Brown Financial Services Limited, Century Yard, Cricket Square, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands (“Pubco”), Orca Holdings Limited, a Cayman Islands exempted company incorporated with limited liability and having its registered office at Paget-Brown Financial Services Limited, Century Yard, Cricket Square, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands (the “Company”), Investcorp Technology Secondary Fund 2018, L.P., a Cayman Islands exempted limited partnership (“ITSF”), Mill Reef Capital Fund SCS, a limited partnership (société en commandite simple) organized under the laws of Luxembourg (“Mill Reef”, and together with ITSF, the “Company Shareholders”), a
DATED 10 September 2020 COUNTERPART LEASE RELATING TO UNIT 40, PHOENIX ROAD, CROWTHER INDUSTRIAL ESTATE, WASHINGTON, TYNE AND WEAR NE38 OADOpSec Holdings • November 22nd, 2023 • Electronic components & accessories
TLW TRADING PROPERTIES LIMITED a company incorporated and registered in England and Wales with company number 11511077 whose registered office is at 140 London Wall, London EC2Y 5DN.
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 18th, 2023 • OpSec Holdings • Electronic components & accessories
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of December 11, 2023, by and between Investcorp Europe Acquisition Corp I, a Cayman Islands exempted company (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).
CONSENTConsent • March 12th, 2024 • OpSec Holdings • Electronic components & accessories
This Consent (this “Consent”) is entered into as of March 10, 2024, by and among OpSec Holdings, a Cayman Islands exempted company incorporated with limited liability and having its registered office at Paget-Brown Financial Services Limited, Century Yard, Cricket Square, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands (“Pubco”), Orca Holdings Limited, a Cayman Islands exempted company incorporated with limited liability and having its registered office at Paget-Brown Financial Services Limited, Century Yard, Cricket Square, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands (“OpSec”), Investcorp Technology Secondary Fund 2018, L.P., a Cayman Islands exempted limited partnership (“ITSF”), Mill Reef Capital Fund SCS, a limited partnership (société en commandite simple) organized under the laws of Luxembourg (“Mill Reef”, and together with ITSF, the “OpSec Shareholders”), and Investcorp Europe Acquisition Corp I, a Cayman Islands exempted company incorpor
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2023 • OpSec Holdings • Electronic components & accessories • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [•] 2023, by and among (i) OpSec Holdings, a Cayman Islands exempted company incorporated with limited liability (“Pubco”), (ii) the parties listed on Schedule A 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”), and (iii) for the limited purpose set forth in Section 5.5 of this Agreement, Investcorp Europe Acquisition Corp I, a Cayman Islands exempted company incorporated with limited liability (“SPAC”). Certain capitalized terms used and not otherwise defined herein shall have the meanings set forth the Business Combination Agreement (as defined below).
Dated 5 April 2022 SENIOR FACILITIES AGREEMENT BETWEEN ORCA BIDCO LIMITED AS COMPANY ARRANGED BY HSBC UK BANK PLC and LLOYDS BANK PLC and PDL EUROPE HOLDINGS LP AS MANDATED LEAD ARRANGERS WITH LLOYDS BANK PLC ACTING AS AGENT AND LLOYDS BANK PLC ACTING...Senior Facilities Agreement • October 6th, 2023 • OpSec Holdings • Electronic components & accessories
Investcorp Europe Acquisition Corp I Century Yard, Cricket Square Elgin Avenue, PO Box 1111 George Town, Grand Cayman Cayman Islands KY1-1102 Re: Insider Letter Amendment Ladies and Gentlemen:Letter Agreement • October 6th, 2023 • OpSec Holdings • Electronic components & accessories • New York
This amendment (this “Amendment”) is being delivered to you in accordance with Section 12 of that certain Letter Agreement, dated as of December 14, 2021 (the “Letter Agreement”), by and among Investcorp Europe Acquisition Corp I, a Cayman Islands exempted company incorporated with limited liability (the “Company”), Europe Acquisition Holdings Limited, a Cayman Islands exempted company incorporated with limited liability (the “Sponsor”), and the individuals signatory thereto, each of whom is a member of the Company’s officers and directors (each, an “Insider” and collectively, the “Insiders”).
CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE REGISTRANT HEREBY AGREES TO FURNISH AN...OpSec Holdings • November 22nd, 2023 • Electronic components & accessories
CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE REGISTRANT HEREBY AGREES TO FURNISH AN...Share Purchase Agreement • November 22nd, 2023 • OpSec Holdings • Electronic components & accessories
(ETERNA, MEB, Iauna, HT, Z Co-Invest, JD, PT, PB, CoFant, Bremeland Holding, AJ, TM, BH, HA, HB, Baskina Invest, LRCH, MP, ET and CPAH collectively referred to as the “Majority Sellers” and individually as a “Majority Seller”)
