Pan-Africa Corp Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 24th, 2025 • Pan-Africa Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is made and entered into by and among pan-Africa corporation, a Cayman Islands exempted company with limited liability (the “Company”), and africa acquisition corporation, a Cayman Islands limited liability company (the “Sponsor”) (each of 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”).
pan-Africa corporation New York, NY 10110Underwriting Agreement • October 24th, 2025 • Pan-Africa 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 pan-Africa corporation, a Cayman Islands exempted company with limited liability (the “Company”), and Santander US Capital Markets LLC (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of up to 14,375,000 units (including up to 1,875,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one right to receive one tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial Business Combination (the “Public Share Rights”). The Units shall be sold in the Public Offering pursuant to the Registration Statement on Form S-1 (File No. 333-[·]) and prospectus (the “Prospectus”) filed by the Company with the U.S. Se
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 24th, 2025 • Pan-Africa Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2025 by and between pan-Africa corporation, a Cayman Islands exempted company with limited liability (the “Company”), and Lucky Lucko, Inc. (d/b/a Efficiency), a Delaware corporation (the “Trustee”).
SHARE RIGHTS AGREEMENTShare Rights Agreement • October 24th, 2025 • Pan-Africa Corp • Blank checks • New York
This Share Rights Agreement (this “Agreement”) is made as of [●], 2025 between pan-Africa corporation, a Cayman Islands exempted company with limited liability (the “Company”), and Lucky Lucko, Inc. (d/b/a Efficiency), a Delaware corporation, as rights agent (in such capacity, the “Share Rights Agent”).
INDEMNITY AGREEMENTIndemnification Agreement • October 24th, 2025 • Pan-Africa Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_], 2025, by and between pan-Africa corporation, a Cayman Islands exempted company with limited liability (the “Company”), and the undersigned (“Indemnitee”).
pan-Africa corporationAdministrative Services Agreement • October 24th, 2025 • Pan-Africa Corp • Blank checks
This letter agreement by and between pan-Africa corporation (the “Company”) and africa acquisition corporation (the “Services Provider”), 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 LLC (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 and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • October 24th, 2025 • Pan-Africa Corp • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [_], 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between pan-Africa corporation, a Cayman Islands exempted company with limited liability (the “Company”), and africa acquisition corporation, a Cayman Islands limited liability company (the “Purchaser”).
pan-Africa corporation 500 Fifth Avenue, 44th Floor New York, New York 10110Securities Subscription Agreement • October 24th, 2025 • Pan-Africa Corp • Blank checks • New York
We are pleased to accept the offer you (the “Subscriber”) have made to purchase an aggregate of 3,593,750 Class B ordinary shares (the “Founder Shares”) of par value $0.0001 per share, up to 468,750 of which Founder Shares are subject to complete or partial forfeiture (the “forfeiture”) if the underwriters of the initial public offering (“IPO”) of pan-Africa corporation, a Cayman Islands exempted company (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B ordinary shares of the Company, including the Founder Shares, and the Class A ordinary shares of the Company, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s amended and restated memorandum and articles of association, as amended to the date hereof (the “Articles”), the Founder Shares will automatically convert into Class A Ordinary