REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 8th, 2024 • Eureka Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [__], 2024, is made and entered into by and among Eureka Acquisition Corp, a Cayman Islands exempted company (the “Company”), Hercules Capital Management Corp, a British Virgin Islands company (the “Sponsor”), Maxim Group LLC (the “Representative”), and each additional undersigned party listed on the signature page hereto, if any (each such party, together with the Sponsor, the Representative, 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”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • March 8th, 2024 • Eureka Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [●], 2024, by and between Eureka Acquisition Corp, a Cayman Islands exempted company (the “Company”), having its principal place of business at 899 Ruining Road, Yangguang Binjiang Center, South Building, Unit 808, Shanghai 200030, PRC, and Hercules Capital Management Corp, a British Virgin Islands company (the “Purchaser”).
EUREKA ACQUISITION CORP FOUNDER SHARE SUBSCRIPTION AGREEMENTSubscription Agreement • March 8th, 2024 • Eureka Acquisition Corp • Blank checks • New York
This agreement (this “Agreement”) is entered into on September 29, 2023 by and between Hercules Capital Management Corp, a British Virgin Islands business company (the “Subscriber” or “you”), and Eureka Acquisition Corp, a Cayman Islands exempted company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 1,437,400 class B ordinary shares with a par value of US$0.0001 each in the Company (the “Shares”), up to 187,500 of which are subject to surrender and cancellation 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:
Eureka Acquisition Corp. 899 Ruining Road, Yangguang Binjiang Center South Building, Unit 808 Shanghai 200030, PRC Maxim Group LLC 300 Park Avenue New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen:Eureka Acquisition Corp • March 8th, 2024 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Eureka Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Maxim Group LLC, as Underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share, (the “Ordinary Shares”) and one right to receive one-fifth (1/5) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 17 hereof.
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • April 26th, 2024 • Eureka Acquisition Corp • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [●], 2024 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
EUREKA ACQUISITION CORPEureka Acquisition Corp • April 26th, 2024 • Blank checks
This letter agreement by and between Eureka Acquisition Corp (the “Company”) and Hercules Capital Management Corp (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 Capital 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”):
EUREKA ACQUISITION CORP 899 Ruining Road, Yangguang Binjiang Center South Building, Unit 808 Shanghai 200030, PRCEureka Acquisition Corp • March 8th, 2024 • Blank checks
This letter agreement by and between Eureka Acquisition Corp (the “Company”) and Hercules Capital Management Corp (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 Capital 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”):
EUREKA ACQUISITION CORP UNDERWRITING AGREEMENTUnderwriting Agreement • April 26th, 2024 • Eureka Acquisition Corp • Blank checks • New York
Eureka Acquisition Corp, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Maxim Group LLC (the “Representative” or “Maxim”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • March 8th, 2024 • Eureka Acquisition Corp • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [●], 2024 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
Eureka Acquisition Corp. Chino Hills, California United States 91709 Maxim Group LLC 300 Park Avenue New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen:Eureka Acquisition Corp • April 26th, 2024 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Eureka Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Maxim Group LLC, as Underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share, (the “Ordinary Shares”) and one right to receive one-fifth (1/5) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 17 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 26th, 2024 • Eureka Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [__], 2024, is made and entered into by and among Eureka Acquisition Corp, a Cayman Islands exempted company (the “Company”), Hercules Capital Management Corp, a British Virgin Islands company (the “Sponsor”), Maxim Group LLC (the “Representative”), and each additional undersigned party listed on the signature page hereto, if any (each such party, together with the Sponsor, the Representative, 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”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • April 26th, 2024 • Eureka Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [●], 2024, by and between Eureka Acquisition Corp, a Cayman Islands exempted company (the “Company”) and Hercules Capital Management Corp, a British Virgin Islands company (the “Purchaser”).
RIGHTS AGREEMENTRights Agreement • April 26th, 2024 • Eureka Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●], 2024 between Eureka Acquisition Corp, a Cayman Islands company with its principal executive offices at [●] (the “Company”) and Continental Stock Transfer & Trust Company, a New York company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the “Rights Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 26th, 2024 • Eureka Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2024 by and between Eureka Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York company (the “Trustee”).
