0001213900-25-061408 Sample Contracts
DEPOSIT AGREEMENTDeposit Agreement • July 3rd, 2025 • Scage Future • Truck & bus bodies • New York
DEPOSIT AGREEMENT, dated as of June 27, 2025, by and among (i) Scage Future, an exempted company with limited liability incorporated under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 3rd, 2025 • Scage Future • Truck & bus bodies
THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of June 27, 2025, and shall be effective as of the Effective Time, by and among (i) Scage Future, an exempted company incorporated with limited liability in the Cayman Islands, (“Pubco”), (ii) Finnovate Acquisition Corp., an exempted company incorporated with limited liability in the Cayman Islands, (“Purchaser”), (iii) Finnovate Sponsor L.P., a Delaware limited partnership (the “Sponsor”), (iv) EarlyBirdCapital, Inc. (the “Representative”) and (v) the other parties listed on the signature pages hereto (together with the Representative and the Sponsor, being referred to herein as a “Holder” and collectively as the “Holders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement (as defined below) (and if such term is not defined in the Registration Rights Agreement, then in the Business Combinati
SELLER REGISTRATION RIGHTS AGREEMENTSeller Registration Rights Agreement • July 3rd, 2025 • Scage Future • Truck & bus bodies • New York
THIS SELLER REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of June 27, 2025 by and among (i) Scage Future, a Cayman Islands exempted company (including any successor entity thereto, “Pubco”), and (ii) the undersigned parties listed as “Holders” on the signature pages hereto (each, a “Holder” and collectively, the “Holders”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
June 27, 2025Business Combination Agreement • July 3rd, 2025 • Scage Future • Truck & bus bodies
Reference is hereby made to that certain Business Combination Agreement, dated as of August 21, 2023 (as amended on December June 18, 2024, October 31, 2024 and April 2, 2025, and as it may be further amended or supplemented from time to time, the “Business Combination Agreement”), by and among Finnovate Acquisition Corp., an exempted company incorporated with limited liability in the Cayman Islands (“Purchaser”), Scage Future, an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”), Scage International Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), Hero 1, an exempted company incorporated with limited liability in the Cayman Islands and a direct wholly owned subsidiary of Pubco (the “First Merger Sub”), Hero 2, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (the “Second Merger Sub”) and Scage International Limited, an exempted c
SECURED PROMISSORY NOTE AND PLEDGE AGREEMENTSecured Promissory Note and Pledge Agreement • July 3rd, 2025 • Scage Future • Truck & bus bodies • New York
Scage Future, a Cayman Islands exempted company, and its successors and assigns (the “Maker”) promises to pay to the order of EarlyBirdCapital, Inc. (the “Payee”) the principal sum of One Million Five Hundred Thousand Three Hundred Seventy-Five ($1,009,375) in lawful money of the United States of America, together with interest on the unpaid principal balance of this Note, on the terms and conditions described below.
EarlyBirdCapital, Inc.Letter Agreement • July 3rd, 2025 • Scage Future • Truck & bus bodies