Generation Essentials Group Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2025 • Generation Essentials Group • Periodicals: publishing or publishing & printing • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 27, 2024, is made and entered into by and among Black Spade Acquisition II Co, a Cayman Islands exempted company (the “Company”), and Black Spade Sponsor LLC II, a Cayman Islands limited liability company (the “Sponsor”, together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, each a “Holder” and collectively the “Holders”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 11th, 2025 • Generation Essentials Group • Periodicals: publishing or publishing & printing
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of by and between The Generation Essentials Group, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and , an individual (Passport/ID Card No. _________________) (the “Indemnitee”).
WARRANT AGREEMENT BLACK SPADE ACQUISITION II CO and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • April 11th, 2025 • Generation Essentials Group • Periodicals: publishing or publishing & printing • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated August 27, 2024, is by and between Black Spade Acquisition II Co, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 11th, 2025 • Generation Essentials Group • Periodicals: publishing or publishing & printing
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Black Spade Acquisition II Co (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of August 27, 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[●] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2025 • Generation Essentials Group • Periodicals: publishing or publishing & printing • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 27, 2025, is made and entered into by and among World Media and Entertainment Universal Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”) and each of the Persons listed on Schedule 1 hereto (each a “Holder”).
SHAREHOLDERS SUPPORT AND LOCK-UP AGREEMENT AND DEEDShareholders Support and Lock-Up Agreement • April 11th, 2025 • Generation Essentials Group • Periodicals: publishing or publishing & printing
This SHAREHOLDERS SUPPORT AND LOCK-UP AGREEMENT AND DEED (this “Agreement”) is made as a deed as of January 27, 2025, by and among World Media and Entertainment Universal Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands, (the “Company”), Black Spade Acquisition II Co, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“BSII”), and each of the undersigned Persons listed on Schedule A to this Agreement (each, a “Company Shareholder”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • May 20th, 2025 • Generation Essentials Group • Periodicals: publishing or publishing & printing • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated as of [●], is entered into by and among The Generation Essentials Group (formerly known as World Media and Entertainment Universal Inc.), an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Black Spade Acquisition II Co, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“BSII”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated as of August 27, 2024, by and between BSII and the Warrant Agent, a copy of which is attached hereto as Annex A. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
SPONSOR SUPPORT AGREEMENT AND DEEDSponsor Support Agreement • April 11th, 2025 • Generation Essentials Group • Periodicals: publishing or publishing & printing
This SPONSOR SUPPORT AGREEMENT AND DEED (this “Agreement”) is made as a deed as of January 27, 2025, by and among World Media and Entertainment Universal Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands, (the “Company”), Black Spade Acquisition II Co, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“BSII”), Black Spade Sponsor LLC II, a limited liability company registered under the laws of the Cayman Islands (the “Sponsor”), and each of the undersigned Persons listed on Schedule A to this Agreement (each, together with the Sponsor, the “Sponsor Parties”).
Black Spade Acquisition II CoOffice Space and Administrative Support Agreement • April 11th, 2025 • Generation Essentials Group • Periodicals: publishing or publishing & printing
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Black Spade Acquisition II Co (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination; or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Black Spade Sponsor LLC II (the “Sponsor”) and/or its affiliates shall make available to the Company certain office space, utilities, secretarial and administrative support services as may be required by the Company from time to time, at Suite 2902, 29/F The Centrium, 60 Wyndham Street, Central, Hong Kong in exchange for an aggregate monthly fee of up to $20,000. The Sponsor hereby agrees that it does not have any right, title, interest or claim of any
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 24th, 2025 • Generation Essentials Group • Periodicals: publishing or publishing & printing • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 3, 2025, is made and entered into by and among The Generation Essentials Group (formerly known as World Media and Entertainment Universal Inc.), an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”) and each of the Persons listed on Schedule 1 hereto (each a “Holder”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • June 24th, 2025 • Generation Essentials Group • Periodicals: publishing or publishing & printing • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated as of June 3, 2025, is entered into by and among The Generation Essentials Group (formerly known as World Media and Entertainment Universal Inc.), an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Black Spade Acquisition II Co, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“BSII”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated as of August 27, 2024, by and between BSII and the Warrant Agent, a copy of which is attached hereto as Annex A. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
Black Spade Acquisition II Co Appleby Global Services (Cayman) Limited, 71 Fort Street, PO Box 500, Grand Cayman, Cayman Islands, KY1-1106 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • April 11th, 2025 • Generation Essentials Group • Periodicals: publishing or publishing & printing
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 among Black Spade Acquisition II Co, a Cayman Islands exempted company (the “Company”), and Clear Street LLC and J.V.B. Financial Group, LLC (the “Representatives”), as the representatives of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A ordinary shares”), and one-third of one redeemable warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursua
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • March 21st, 2025 • Generation Essentials Group • Periodicals: publishing or publishing & printing • Hong Kong
This Intellectual Property License Agreement (this “Agreement”) is entered into by and between AMTD Group Inc., a limited liability company incorporated and existing under the laws of British Virgin Islands (“AMTD”) and World Media and Entertainment Universal Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“WME”) as of 27 January 2025 (the “Effective Date”). AMTD and WME are each referred to herein as a “Party,” and collectively as the “Parties”.