LaFayette Acquisition Corp. Sample Contracts
10,000,000 Units LAFAYETTE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • September 19th, 2025 • LaFayette Acquisition Corp. • Blank checks • New York
LaFayette Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (“EarlyBird” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”; provided that, if only EarlyBird is listed on such Schedule A, any references to the Underwriters shall refer exclusively to EarlyBird), as follows:
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • September 19th, 2025 • LaFayette Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2025 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and LaFayette Acquisition Corp., a Cayman Islands exempted company (the “Company”), and LaFayette Sponsor, LLC, a Cayman Islands limited liability company (the “Purchaser”).
10,000,000 Units LAFAYETTE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 3rd, 2025 • LaFayette Acquisition Corp. • Blank checks • New York
LaFayette Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (“EarlyBird” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”; provided that, if only EarlyBird is listed on such Schedule A, any references to the Underwriters shall refer exclusively to EarlyBird), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 28th, 2025 • LaFayette Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 23, 2025, is made and entered into by and among LaFayette Acquisition Corp., a Cayman Islands exempted company (the “Company”), LaFayette Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), EarlyBirdCapital, Inc. (“EBC”), EBC Holdings, Inc. (“EBC Holdings” and, together with EBC, the “EBC Parties”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and the EBC Parties 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”).
UNDERWRITING AGREEMENTUnderwriting Agreement • October 28th, 2025 • LaFayette Acquisition Corp. • Blank checks • New York
LaFayette Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (“EarlyBird” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”; provided that, if only EarlyBird is listed on such Schedule A, any references to the Underwriters shall refer exclusively to EarlyBird), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 19th, 2025 • LaFayette Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is made and entered into by and among LaFayette Acquisition Corp., a Cayman Islands exempted company (the “Company”), LaFayette Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), EarlyBirdCapital, Inc. (“EBC”), EBC Holdings, Inc. (“EBC Holdings” and, together with EBC, the “EBC Parties”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and the EBC Parties 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 UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • October 28th, 2025 • LaFayette Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of October 23, 2025 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and LaFayette Acquisition Corp., a Cayman Islands exempted company (the “Company”), and LaFayette Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
LaFayette Acquisition Corp. Paris, France 75008Administrative Services Agreement • October 28th, 2025 • LaFayette Acquisition Corp. • Blank checks
This letter agreement (this “Agreement”) by and between LaFayette Acquisition Corp. (the “Company”) and LaFayette Sponsor LLC (“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 Stock Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. 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”):
October 23, 2025 LaFayette Acquisition Corp. Paris, France 75008 EarlyBirdCapital, Inc. New York, NY 10017Underwriting Agreement • October 28th, 2025 • LaFayette 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 LaFayette Acquisition Corp., a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Shares”), and one right (each, a “Right”). Each Right entitles the holder to receive one-tenth of one Share upon the completion of an initial Business Combination. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 19th, 2025 • LaFayette Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of __________, 2025 by and between LaFayette Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SHARE ESCROW AGREEMENTShare Escrow Agreement • October 28th, 2025 • LaFayette Acquisition Corp. • Blank checks • New York
This Share Escrow Agreement, dated as of October 23, 2025 (“Agreement”), by and among LaFayette Acquisition Corp., a Cayman Islands exempted company (the “Company”), LaFayette Sponsor, LLC (the “Sponsor”) and the initial shareholders listed on Exhibit A attached hereto (together with the Sponsor, each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
Foxtrot Acquisition Corp New York, NY 10017Securities Subscription Agreement • September 19th, 2025 • LaFayette Acquisition Corp. • Blank checks • New York
Foxtrot Acquisition Corp, a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to accept the offer made by EBC Holdings Inc., a Delaware corporation (“Subscriber” or “you”), to purchase 2,875,000 ordinary shares of the Company, par value $0.0001 per share (the “Shares”), up to 375,000 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:
July 9, 2025Consultant Agreement • September 19th, 2025 • LaFayette Acquisition Corp. • Blank checks
This consultant agreement (“Consultant Agreement”) is made between LaFayette Acquisition Corp. (“SPAC”) and Jennifer Calabrese (“Consultant”, “we,” or “our”). Together, this Consultant Agreement and the exhibits, shall constitute the “Agreement.” Consultant and SPAC are hereinafter collectively referred to as the “Parties” and each individually as a “Party.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 19th, 2025 • LaFayette Acquisition Corp. • Blank checks • New York
This agreement, made and entered into effective as of [●], 2025 (“Agreement”), by and between LaFayette Acquisition Corp., a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
RIGHTS AGREEMENTRights Agreement • September 19th, 2025 • LaFayette Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●], 2025 between LaFayette Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”).
RIGHTS AGREEMENTRights Agreement • October 3rd, 2025 • LaFayette Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●], 2025 between LaFayette Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 28th, 2025 • LaFayette Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 23, 2025 by and between LaFayette Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
RIGHTS AGREEMENTRights Agreement • October 28th, 2025 • LaFayette Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of October 23, 2025 between LaFayette Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”).
LaFayette Acquisition Corp. Paris, France 75008 EarlyBirdCapital, Inc. New York, NY 10017Underwriting Agreement • October 3rd, 2025 • LaFayette 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 LaFayette Acquisition Corp., a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Shares”), and one right (each, a “Right”). Each Right entitles the holder to receive one-tenth of one Share upon the completion of an initial Business Combination. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “
LaFayette Acquisition Corp. Paris, France 75008Administrative Services Agreement • September 19th, 2025 • LaFayette Acquisition Corp. • Blank checks
This letter agreement (this “Agreement”) by and between LaFayette Acquisition Corp. (the “Company”) and LaFayette Sponsor, LLC (“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 Stock Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. 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”):
SHARE ESCROW AGREEMENTShare Escrow Agreement • September 19th, 2025 • LaFayette Acquisition Corp. • Blank checks • New York
This Share Escrow Agreement, dated as of [●], 2025 (“Agreement”), by and among LaFayette Acquisition Corp., a Cayman Islands exempted company (the “Company”), LaFayette Sponsor, LLC (the “Sponsor”) and the initial shareholders listed on Exhibit A attached hereto (together with the Sponsor, each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
LaFayette Acquisition Corp. Paris, France 75008 EarlyBirdCapital, Inc. New York, NY 10017Underwriting Agreement • September 19th, 2025 • LaFayette 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 LaFayette Acquisition Corp., a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Shares”), and one right (each, a “Right”). Each Right entitles the holder to receive one-tenth of one Share upon the completion of an initial Business Combination. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “