UNDERWRITING AGREEMENT between PAPAYA GROWTH OPPORTUNITY CORP. I and CANTOR FITZGERALD & CO. Dated: January [•], 2022 PAPAYA GROWTH OPPORTUNITY CORP. I UNDERWRITING AGREEMENTUnderwriting Agreement • January 10th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks • New York
The undersigned, Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as the 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 Cantor Fitzgerald is listed on such Schedule A any references to the Underwriters shall refer exclusively to Cantor Fitzgerald)) as follows:
WARRANT AGREEMENT between PAPAYA GROWTH OPPORTUNITY CORP. I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2022Warrant Agreement • January 10th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2022, is by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • January 10th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this "Agreement") is made as of the [__] day of [__], 2022, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the "Company"), having its principal place of business at 2201 Broadway, #750, Oakland, CA 94612, and Papaya Growth Opportunity I Sponsor, LLC, a Delaware limited liability company ("Subscriber").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 10th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of [__], 2022, is made and entered into by and among each of Papaya Growth Opportunity Corp. I, a Delaware corporation (the "Company"), Papaya Growth Opportunity I Sponsor, LLC, a Delaware limited liability company (the "Sponsor"), Cantor Fitzgerald & Co., a New York general partnership ("Cantor"), J.V.B. Financial Group, LLC on behalf of its Cohen & Company Capital Markets division ("CCM"), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, together with the Sponsor, Cantor and CCM, a "Holder" and collectively, the "Holders").
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 10th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks • New York
This Investment Management Trust Agreement (this "Agreement") is made effective as of [__], 2022 by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee").
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • January 10th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [__] day of [____], 2022, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”), having its principal place of business at 2201 Broadway, #750, Oakland, CA 94612, and J.V.B. Financial Group, LLC on behalf of its Cohen & Company Capital Markets division (“CCM” or the “Subscriber”).
Papaya Growth Opportunity Corp. I Oakland, CA 94612Letter Agreement • January 10th, 2022 • Papaya Growth Opportunity Corp. I • Blank checks • New York
This letter ("Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into, or proposed to be entered into, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the "Company"), and Cantor Fitzgerald & Co. ("Cantor"), as the representative of the underwriters (the "Underwriters"), relating to an underwritten initial public offering (the "Offering"), of up to 28,750,000 of the Company's units (the "Units"), each comprised of one share of the Company's Class A common stock, par value $0.0001 per share (the "Common Stock"), and one half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a "Warrant"). The Units sold in the Offering will be registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a registration statement on Form S-1 and prospectus (the "Prospectus") filed by the Company with the Securities and Exchange Commission (
