Wintergreen Acquisition Corp. Sample Contracts
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • May 29th, 2025 • Wintergreen Acquisition Corp. • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is effective as of May 27, 2025, by and between WINTERGREEN ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), and the undersigned individual, a member of the Board of directors of the Company and/or an executive officer (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 29th, 2025 • Wintergreen Acquisition Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 28, 2025, is made and entered into by and among Wintergreen Acquisition Corp., a Cayman Islands exempted company (the “Company”), MACRO DREAM Holdings Limited, a British Virgin Island business company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, if applicable, 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”).
WINTERGREEN ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • May 29th, 2025 • Wintergreen Acquisition Corp. • Blank checks • New York
Wintergreen Acquisition Corp., a Cayman Islands exempted corporation (the “Company”), hereby confirms its agreement with D. Boral Capital LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
WINTERGREEN ACQUISITION CORP. RIGHTS AGREEMENTRights Agreement • May 29th, 2025 • Wintergreen Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of May 28, 2025 between Wintergreen Acquisition Corp., a Cayman Islands exempted company, with offices at Room 8326, Block B, Hongxiang Cultural and Creative Industrial Park, 90 Jiukeshu West Road, Tongzhou District, Beijing, PRC, and Transhare Corporation, a Delaware corporation, with offices at 17755 US Highway 19 N, Suite 140, Clearwater, FL 33764 (“Rights Agent”).
Wintergreen Acquisition Corp. Room 8326, Block B, Hongxiang Cultural and Creative Industrial Park, Tongzhou District, BeijingSecurities Subscription Agreement • April 28th, 2025 • Wintergreen Acquisition Corp. • Blank checks • New York
Wintergreen Acquisition Corp., a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to accept the offer made by MACRO DREAM Holdings Limited, a BVI company (“Subscriber” or “you”), to purchase 1,437,500 ordinary shares of the Company, par value USD0.0001 each (the “Shares”), up to 187,500 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 29th, 2025 • Wintergreen Acquisition Corp. • Blank checks
Placement Unit Purchase AgreementPlacement Unit Purchase Agreement • May 29th, 2025 • Wintergreen Acquisition Corp. • Blank checks
INSIDER LETTER AGREEMENTInsider Letter Agreement • May 29th, 2025 • Wintergreen Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between WINTERGREEN ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), and D. Boral Capital LLC as representative of the several underwriters (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 5,000,000 of the Company’s units (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.0001 per share (the Ordinary Shares”) and one right to receive one-eighth of one Ordinary Share (the “Public Rights”). Holders of each of the Public Rights are entitled to receive one-eighth (1/8) of one Ordinary Share of upon consummation of the Company’s initial business combination, subject to adjustment as described in the Prospectus (as defined below).
WINTERGREEN ACQUISITION CORP Room 8326, Block B, Hongxiang Cultural and Creative Industrial Park,Administrative Support Agreement • April 28th, 2025 • Wintergreen Acquisition Corp. • Blank checks
This letter agreement 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 WINTERGREEN Acquisition Corp (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
NON-COMPETE AND NON-SOLICITATION AGREEMENT Dated [ ] By and Among Wintergreen Acquisition Corp., KIKA Technology INC., And UHAP Technology LtdNon-Compete and Non-Solicitation Agreement • November 18th, 2025 • Wintergreen Acquisition Corp. • Blank checks
This Non-Compete and Non-Solicitation Agreement (this “Agreement”) is entered into as of the Closing Date by and among Wintergreen Acquisition Corp., a Cayman Islands exempted company (“Purchaser”), KIKA Technology INC., a Cayman Islands exempted company (“Company”), and UHAP Technology Ltd. (the “Shareholder”), a holder of Company Shares. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
WINTERGREEN ACQUISITION CORP Room 8326, Block B, Hongxiang Cultural and Creative Industrial Park,Administrative Support Agreement • May 29th, 2025 • Wintergreen Acquisition Corp. • Blank checks
This letter agreement 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 WINTERGREEN Acquisition Corp (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
COMPANY TRANSACTION SUPPORT AGREEMENT Dated as of November 17, 2025 By and Among Wintergreen Acquisition Corp., KIKA Technology INC., and the undersigned Company ShareholdersCompany Transaction Support Agreement • November 18th, 2025 • Wintergreen Acquisition Corp. • Blank checks
This Company Transaction Support Agreement (this “Agreement”) is entered into as of November 17, 2025, by and among Wintergreen Acquisition Corp., a Cayman Islands exempted company (“Purchaser”), KIKA Technology INC., a Cayman Islands exempted company (“Company”), and the undersigned holders of Company Shares (collectively, the “Company Shareholders” and each, a “Company Shareholder”), who collectively hold all of the voting securities of the Company. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
LOCK-UP AGREEMENTLock-Up Agreement • November 18th, 2025 • Wintergreen Acquisition Corp. • Blank checks • New York
This Lock-Up Agreement (this “Agreement”) is entered into as of [ ], 2025, by and among Wintergreen Acquisition Corp., a Cayman Islands exempted company (the “Purchaser”), KIKA Technology INC., a Cayman Islands exempted company (the “Company”), and each of the undersigned holders of Company Shares (collectively, the “Company Shareholders” and each, a “Company Shareholder”), who collectively hold all of the voting securities of the Company. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
MERGER AGREEMENT Dated as of November 17, 2025 by and among KIKA Technology INC., Wintergreen Acquisition Corp., and Wintergreen Acquisition Merger Subsidiary Corp. CONTENTSMerger Agreement • November 18th, 2025 • Wintergreen Acquisition Corp. • Blank checks • New York
WHEREAS, Wintergreen Acquisition Corp. (“Purchaser”) is a Cayman Islands exempted company, and a blank check company under the United States’ federal securities laws and was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;