Forest Acquisition Corp Craigmuir Chambers, Road Town, Tortola, VG1110, British Virgin Islands January 10, 2022Forest Acquisition Corp. • June 13th, 2022 • New York
Forest Acquisition Corp, a British Virgin Islands company (the “Company”), is pleased to accept the offer Bit Mining Management Corp., a British Virgin Islands business company (the “Subscriber” or “you”), has made to subscribe for and purchase 1,897,500 ordinary shares (the “Shares”), no par value (the “Ordinary Shares”), up to 247,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
Forest Acquisition Corp New York, New York, 10001Letter Agreement • June 13th, 2022 • Forest Acquisition Corp. • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Forest Acquisition Corp, a British Virgin Islands company (the “Company”), and Ladenburg Thalmann & Co. 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 75,900,000 of the Company’s units (including up to 990,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.001 per share (the “Ordinary Shares”), one warrant to purchase one-half of an Ordinary Share (“Warrant”) and a right (“Right”) to receive 1/10th of an Ordinary Share. Each Warrant entitles the holder thereof to purchase one-half of one Ordinary Share at a price of $11.50 per share, subject to adju
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • June 13th, 2022 • Forest Acquisition Corp. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of __________, 2022, by and among Forest Acquisition Corp, a British Virgin Islands company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
FOREST ACQUISITION CORP FORM OF PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • June 13th, 2022 • Forest Acquisition Corp. • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this ___ day of ________, 2022, by and between Forest Acquisition Corp, a British Virgin Islands company (the “Company”), having its principal place of business at 434 W. 33rd Street, Suite 700, New York, New York, 10001 and Bit Mining Management Corp., a British Virgin Islands company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • June 13th, 2022 • Forest Acquisition Corp. • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of ______, 2022 between Forest Acquisition Corp, a British Virgin Islands company, with executive offices at 434 W. 33rd Street, Suite 700, New York, New York 10001 (the “Company”), and Computershare Inc. (“Computershare”) and its affiliate Computershare Trust Company N.A., with offices at with office at 150 Royall Street, Canton, MA 02021, as warrant agent (collectively as “Warrant Agent”).
FOREST ACQUISITION CORP FORM OF INDEMNITY AGREEMENTForest Acquisition Corp • June 13th, 2022 • Forest Acquisition Corp. • Virgin Islands
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2022 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering as described in the Company’s Registration Statement on Form S-1 (SEC File No. 333-_____), the Company and Indemnitee do hereby covenant and agree as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 13th, 2022 • Forest Acquisition Corp. • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2022, by and between Forest Acquisition Corp, a British Virgin Islands corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust corporation (the “Trustee”).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • June 13th, 2022 • Forest Acquisition Corp. • New York
This letter agreement will confirm our mutual agreement that, commencing on the first date (the “Effective Date”) that any securities of Forest Acquisition Corp (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the Nasdaq Global Market, and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Bit Mining Management Corp. (“Bit Mining”) shall make available to the Company certain office space, utilities and secretarial and administrative services as may be required by the Company from time to time, situated at 434 W. 33rd Street, Suite 700, New York, NY 10001 (or any successor location). In exchange therefor, the Company shall pay Bit Mining the sum of $10,000 per month on
FOREST ACQUISITION CORP FORM OF RIGHTS AGREEMENTForest Acquisition Corp • June 13th, 2022 • Forest Acquisition Corp. • New York
This Rights Agreement (this “Agreement”) is made as of ______, 2022 between Forest Acquisition Corp, a British Virgin Islands company with offices at 434 W. 33rd Street, Suite 700, New York, New York 10001 (the “Company”) and Computershare Inc., a Delaware corporation and Computershare Trust Company, N.A., a federally chartered trust company with office at 150 Royall Street, Canton, MA 02021(collectively, the “Rights Agent”).
