0001104659-26-063967 Sample Contracts
UNDERWRITING AGREEMENT between INNOVATIVE DIGITAL INVESTORS ACQUISITION CORP. and THINKEQUITY LLC as Representative of the Several Underwriters Dated: [ ], 2026 INNOVATIVE DIGITAL INVESTORS ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • May 19th, 2026 • Innovative Digital Investors Acquisition Corp. • Blank checks • New York
The undersigned, Innovative Digital Investors Acquisition Corp., a Nevada corporation (the “Company”), hereby confirms its agreement with ThinkEquity LLC (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”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 19th, 2026 • Innovative Digital Investors Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [__], 2026, is made and entered into by and among Innovative Digital Investors Acquisition Corp., a Nevada corporation (the “Company”), Innovative Digital Investors, LLC, a Nevada limited liability company (the “Sponsor”), ThinkEquity LLC, as representatives of the underwriters (the “Underwriters”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, the Underwriters 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”).
FORM OF PRIVATE WARRANT AGREEMENT between INNOVATIVE DIGITAL INVESTORS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [ ], 2026Warrant Agreement • May 19th, 2026 • Innovative Digital Investors Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2026, is by and between Innovative Digital Investors Acquisition Corp., a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 19th, 2026 • Innovative Digital Investors Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_], 2026 by and between Innovative Digital Investors Acquisition Corp., a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, a New York corporation (the “Trustee”).
Innovative Digital Investors Acquisition Corp. Itasca, Illinois 60143 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • May 19th, 2026 • Innovative Digital Investors 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 Innovative Digital Investors Acquisition Corp., a Nevada corporation (the “Company”), and ThinkEquity LLC, as the 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 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and three-quarters of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • May 19th, 2026 • Innovative Digital Investors Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [●] day of [_], 2026, by and between Innovative Digital Investors Acquisition Corp., a Nevada corporation (the “Company”), having its principal place of business at 104 S. Walnut Street, Unit 1A, Itasca, Illinois 60143, and Innovative Digital Investors, LLC, a Nevada limited liability company (the “Subscriber”), having its principal place of business at 104 S. Walnut Street, Unit 1A, Itasca, Illinois 60143.
SPONSOR OTM WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • May 19th, 2026 • Innovative Digital Investors Acquisition Corp. • Blank checks • New York
THIS SPONSOR OTM WARRANTS PURCHASE AGREEMENT, dated as of [_], 2026 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Innovative Digital Investors Acquisition Corp., a Nevada corporation (the “Company”), and Innovative Digital Investors, LLC, a Nevada limited liability company (the “Purchaser”).