NMP Acquisition Corp. Sample Contracts
NMP ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • June 12th, 2025 • NMP Acquisition Corp. • Blank checks • New York
NMP 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 5th, 2025 • NMP Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2025 by and between NMP Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York company (the “Trustee”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • June 5th, 2025 • NMP Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of [●], 2025, by and between NMP Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Next Move Capital LLC, a Nevada limited liability company (the “Purchaser”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • June 12th, 2025 • NMP Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of [●], 2025 between NMP Acquisition Corp., a Cayman Islands exempted company (the “Company”), Next Move Capital LLC, (the “Sponsor”) and [•] (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • June 5th, 2025 • NMP Acquisition Corp. • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [●], 2025 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the representative of the underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
NMP ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 7th, 2025 • NMP Acquisition Corp. • Blank checks • New York
NMP 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 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 26th, 2025 • NMP Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is made and entered into by and between NMP Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned party listed under Holder on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holder”).
RIGHTS AGREEMENTRights Agreement • May 6th, 2025 • NMP Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●], 2025, between NMP Acquisition Corp., a Cayman Islands exempted company with its principal executive offices at 555 Bryant Street, No. 590, Palo Alto, CA 94301 (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 • July 7th, 2025 • NMP Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 30, 2025 by and between NMP Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York company (the “Trustee”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 12th, 2025 • NMP Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is made and entered into by and between NMP Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned party listed under Holder on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holder”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • July 7th, 2025 • NMP Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of June 30, 2025, by and between NMP Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Next Move Capital LLC, a Nevada limited liability company (the “Purchaser”).
NMP ACQUISITION CORP. FOUNDER SHARE SUBSCRIPTION AGREEMENTFounder Share Subscription Agreement • May 6th, 2025 • NMP Acquisition Corp. • Blank checks • New York
This Founder Share Subscription Agreement (this “Agreement”) is entered into on January 13, 2025 by and between Next Move Capital LLC, a Nevada limited liability company (the “Subscriber” or “you”), and NMP Acquisition Corp., a Cayman Islands exempted company (the “Company,” “we,” “our” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscriber for and purchase 3,833,333 Class B ordinary shares, with a par value of US$0.0001 per share (the “Class B Ordinary Shares” and together with all the Class A ordinary shares of the Company with a par value of US$0.0001 per share (the “Class A Ordinary Shares”), the “Shares”), of which up to 500,000 Class B Ordinary Shares are subject to complete or partial surrender and cancellation by you if the underwriters of our initial public offering (the “IPO”) of units of the Company do not fully exercise their over-allotment option (the “Over-Allotment Option”). Pursuant to the Company’s memorandum
NMP Acquisition Corp. Palo Alto, CA 94301 Maxim Group LLC New York, NY 10022Underwriting Agreement • June 5th, 2025 • NMP Acquisition Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between NMP Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), 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 16 hereof.
SUBSCRIPTION AGREEMENTSubscription Agreement • July 7th, 2025 • NMP Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of June 30, 2025 between NMP Acquisition Corp., a Cayman Islands exempted company (the “Company”), Next Move Capital LLC (the “Sponsor”) and [•] (the “Purchaser”).
NMP Acquisition Corp. Palo Alto, CA 94301 Maxim Group LLC New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • July 7th, 2025 • NMP Acquisition Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between NMP Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), 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 16 hereof.
NMP ACQUISITION CORP.Administrative Services Agreement • July 7th, 2025 • NMP Acquisition Corp. • Blank checks
This letter agreement by and between NMP Acquisition Corp. (the “Company”) and Next Move Capital LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the effectiveness of the Company’s initial public offering (the “Commencement Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (as amended from time to time, 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”):
RIGHTS AGREEMENTRights Agreement • July 7th, 2025 • NMP Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of June 30, 2025, between NMP Acquisition Corp., a Cayman Islands exempted company with its principal executive offices at 555 Bryant Street, No. 590, Palo Alto, CA 94301 (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”).
NMP ACQUISITION CORP.Administrative Services Agreement • May 6th, 2025 • NMP Acquisition Corp. • Blank checks
This letter agreement by and between NMP Acquisition Corp. (the “Company”) and Next Move Capital LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the effectiveness of the Company’s initial public offering (the “Commencement 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”):
FIRST AMENDMENT TO NMP ACQUISITION CORP. PROMISSORY NOTEPromissory Note • June 24th, 2025 • NMP Acquisition Corp. • Blank checks
This FIRST AMENDMENT (this “First Amendment”) is made and entered into with effect as of June 23, 2025 (“Effective Date”), by and between NMP Acquisition Corp., a Cayman Islands exempted company (“Maker”), and Next Move Capital LLC, a Nevada limited liability company (“Payee”), with respect to that certain promissory note, issued on December 31, 2024 (the “Note”), by Maker in favor of Payee. Maker and Payee are sometimes referred to herein singularly as a “party” and collectively as the “parties.” Capitalized terms not otherwise defined herein shall have the meanings set forth in the Note.