0001213900-25-053869 Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 12th, 2025 • Indigo Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _________, 2025, is made and entered into by and among Indigo Acquisition Corp., a Cayman Islands exempted company (the “Company”), Indigo Sponsor Group, LLC, a Delaware limited liability company (the “Sponsor”), EarlyBirdCapital, Inc. (“EBC”), EBC Holdings, Inc. (“EBC Holdings” and, together with EBC, the “EBC Parties”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and the EBC Parties 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”).
10,000,000 Units INDIGO ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • June 12th, 2025 • Indigo Acquisition Corp. • Blank checks • New York
Indigo Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (“EarlyBird” or 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”; provided that, if only EarlyBird is listed on such Schedule A, any references to the Underwriters shall refer exclusively to EarlyBird), as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 12th, 2025 • Indigo Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of __________, 2025 by and between Indigo Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
RIGHTS AGREEMENTRights Agreement • June 12th, 2025 • Indigo Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of __________, 2025 between Indigo Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • June 12th, 2025 • Indigo Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of ________, 2025 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and Indigo Acquisition Corp, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., a Delaware corporation (together with its designees, collectively the “Purchaser”).
SHARE ESCROW AGREEMENTShare Escrow Agreement • June 12th, 2025 • Indigo Acquisition Corp. • Blank checks • New York
This Share Escrow Agreement, dated as of ____________, 2025 (“Agreement”), by and among Indigo Acquisition Corp., a Cayman Islands exempted company (the “Company”), Indigo Sponsor Group LLC (the “Sponsor”) and the initial shareholders listed on Exhibit A attached hereto (together with the Sponsor, each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
Indigo Acquisition Corp. Suite 1900 Miami, FL 33131 EarlyBirdCapital, Inc. New York, NY 10017Letter Agreement • June 12th, 2025 • Indigo 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 Indigo Acquisition Corp, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, 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 up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Shares”), and one right (each, a “Right”). Each Right entitles the holder to receive one-tenth of one Share upon the completion of an initial Business Combination. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Pros
Indigo Acquisition Corp. Suite 1900 Miami, FL 33131Administrative Services Agreement • June 12th, 2025 • Indigo Acquisition Corp. • Blank checks
This letter agreement (this “Agreement”) by and between Indigo Acquisition Corp. (the “Company”) and Indigo Sponsor Group, LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Stock Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):