REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • January 12th, 2021 • Omega Alpha SPAC • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January 6, 2021, is made and entered into by and among Omega Alpha SPAC, a Cayman Islands exempted company (the “Company”), Omega Alpha Management, a Cayman Islands limited liability company (the “Sponsor”), the undersigned parties listed under Holder on the signature page hereto (each such party, including the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).
January 6, 2021 Omega Alpha SPAC Boston, MA 02199Letter Agreement • January 12th, 2021 • Omega Alpha SPAC • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Omega Alpha SPAC, a Cayman Islands exempted company (the “Company”), and Jefferies LLC and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 13,800,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (including 1,800,000 Class A ordinary shares that may be purchased pursuant to the Underwriters’ option to purchase additional Class A Ordinary Shares, the “Ordinary Shares”). The Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are define
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 12th, 2021 • Omega Alpha SPAC • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) is made effective as of January 6, 2021 by and between Omega Alpha SPAC, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • January 12th, 2021 • Omega Alpha SPAC • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of January 6, 2021, is entered into by and between Omega Alpha SPAC, a Cayman Islands exempted company (the “Company”), and Omega Alpha Management, a Cayman Islands limited liability company (the “Purchaser”).
12,000,000 Class A Ordinary Shares Omega Alpha SPAC UNDERWRITING AGREEMENTUnderwriting Agreement • January 12th, 2021 • Omega Alpha SPAC • Blank checks • New York
Introductory. Omega Alpha SPAC, a Cayman Islands exempted company (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 12,000,000 Class A ordinary shares of the Company, par value $0.0001 per share (“Ordinary Shares”). The 12,000,000 Ordinary Shares to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,800,000 Ordinary Shares as provided in Section 2. The additional 1,800,000 Ordinary Shares to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) have agreed to act a
