REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 19th, 2023 • 99 Acquisition Group Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_], 2023, is made and entered into by and among 99 Acquisition Group Inc., a Delaware corporation (the “Company”), 99 Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto (the “Investors” and together with 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”).
8,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • July 19th, 2023 • 99 Acquisition Group Inc. • Blank checks • New York
The undersigned, 99 Acquisition Group Inc., a newly formed blank check company formed as a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (“EF Hutton,” hereinafter referred to as “you,” or the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • July 19th, 2023 • 99 Acquisition Group Inc. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2023 between 99 Acquisition Group Inc., a Delaware corporation, with offices at 14 Noblewood Ct, Gaithersburg, MD 20878 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”). |
Gaithersburg, MD 20878 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 19th, 2023 • 99 Acquisition Group Inc. • 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 99 Acquisition Group Inc., a Delaware corporation (the “Company”), and EF Hutton, division of Benchmark Investments, 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 9,200,000 of the Company’s units (including up to 1,200,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), one right, and one redeemable warrant. Each right entitles the holder thereof to receive one-fifth of a share of Common Stock upon consummation of the Company’s initial business combination. Each warrant (a “Warrant”) entitles the holder thereof to
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 19th, 2023 • 99 Acquisition Group Inc. • Blank checks
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 19th, 2023 • 99 Acquisition Group Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [_], 2023 (as it may from time to time be amended, this “Agreement”), is entered into by and between 99 Acquisition Group Inc., a Delaware corporation (the “Company”) and 99 Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
