Assignment, Assumption and Amendment Agreement Sample Contracts

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Assignment, Assumption and Amendment Agreement • March 31st, 2008 • CVD Equipment Corp • Special industry machinery, nec
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ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assignment, Assumption and Amendment Agreement • February 22nd, 2024 • Quantum FinTech Acquisition Corp • Blank checks • New York

THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated February 9, 2024, is made by and among Quantum FinTech Acquisition Corporation, a Delaware corporation (the “Company”), Calculator New New Pubco, Inc., a Delaware Corporation (“New Pubco”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated February 4, 2021, by and between the Company and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT by and among QUEEN’S GAMBIT GROWTH CAPITAL, PIVOTAL HOLDINGS CORP, and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of March 30, 2022
Assignment, Assumption and Amendment Agreement • March 31st, 2022 • Pivotal Holdings Corp • Services-business services, nec • New York

THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated March 30, 2022, is made by and among Queen’s Gambit Growth Capital, a Cayman Islands exempted company with limited liability (“SPAC”), Pivotal Holdings Corp, a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands (“Holdings”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated January 19, 2021, by and between SPAC and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assignment, Assumption and Amendment Agreement • July 11th, 2023 • Lifezone Metals LTD • Metal mining • New York

This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of July 5, 2023, by and among GoGreen Investments Corporation, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “Company”), Lifezone Metals Limited, an Isle of Man Company (“Holdings”), and Continental Stock Transfer & Trust Company, a New York limited purposes trust company (the “Warrant Agent”).

Contract
Assignment, Assumption and Amendment Agreement • May 5th, 2020 • New York

EX-4.2 3 ex4_2.htm ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT Exhibit 4.2 EXECUTION VERSION ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made and entered into as of November 20, 2019, by and among Celgene Corporation, a Delaware corporation (“Assignor”), Bristol-Myers Squibb Company, a Delaware corporation (“Assignee”), American Stock Transfer & Trust Company, LLC, a New York limited liability company, as trustee (the “Existing Trustee”), and Equiniti Trust Company, a limited trust organized under the laws of the State of New York (the “New Trustee”). All capitalized terms used but not defined in this Agreement have the meanings given to them in the CVR Agreement (as defined below). WHEREAS, Assignor and the Existing Trustee entered into a Contingent Value Rights Agreement, dated as of October 15, 2010 (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “CVR A

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assignment, Assumption and Amendment Agreement • March 31st, 2022 • Bausch & Lomb Corp • Ophthalmic goods • New Jersey

This assignment, assumption and amendment agreement (the “Agreement”) is dated January 3, 2022 among Bausch Health Companies Inc., a corporation a corporation incorporated under the British Columbia Business Corporations Act (the “Assignor”), Bausch + Lomb Corporation, a company incorporated under the laws of Canada (the “Assignee”) and Joseph C. Papa (the “Executive”) (the “Parties”, and each a “Party”).

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assignment, Assumption and Amendment Agreement • January 6th, 2023 • Moolec Science SA • Blank checks • New York

This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of December 30, 2022, by and among LightJump Acquisition Corporation, a Delaware corporation (the “Company”), Moolec Science SA, a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés, Luxembourg) under number B268440 (“Holdco”) and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). Capitalized terms used herein but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Existing Warrant Agreement (as defined herein).

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assignment, Assumption and Amendment Agreement • April 21st, 2021 • Innoviz Technologies Ltd. • Motor vehicle parts & accessories • New York

This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of April 5, 2021, by and among Innoviz Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”), Collective Growth Corporation, a Delaware corporation (“SPAC”), Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (“Continental”) and American Stock Transfer & Trust Company, a New York corporation (“AST”).

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assignment, Assumption and Amendment Agreement • February 22nd, 2024 • L Catterton Asia Acquisition Corp • Blank checks

This ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), is made and entered into as of February 22, 2024, by and among L Catterton Asia Acquisition Corp, a Cayman Islands exempted company (“SPAC”), Lotus Technology Inc., a Cayman Islands exempted company (the “Company”), Continental Stock Transfer & Trust Company, a New York corporation (the “Predecessor Warrant Agent”), and Equiniti Trust Company, LLC, a New York limited liability trust company (the “Successor Warrant Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Warrant Agreement (as defined below) (and if such term is not defined in the Warrant Agreement, then the Merger Agreement (as defined below)).

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT between BRIDGETOWN HOLDINGS LIMITED MONEYHERO LIMITED and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated May 25, 2023
Assignment, Assumption and Amendment Agreement • September 11th, 2023 • MoneyHero LTD • Services-business services, nec • New York

THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated May 25, 2023, is made by and among Bridgetown Holdings Limited, a Cayman Islands exempted company (the “Company”), MoneyHero Limited (formerly known as Hyphen Group Limited), a Cayman Islands exempted company (“PubCo”) and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated October 15, 2020, by and between the Company and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assignment, Assumption and Amendment Agreement • March 6th, 2023 • Lotus Technology Inc. • Motor vehicles & passenger car bodies

This ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), is made and entered into as of _________, 2023, by and among L Catterton Asia Acquisition Corp, a Cayman Islands exempted company (“SPAC”), Lotus Technology Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Warrant Agreement (as defined below) (and if such term is not defined in the Warrant Agreement, then the Merger Agreement (as defined below)).

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assignment, Assumption and Amendment Agreement • April 24th, 2023 • ECARX Holdings Inc. • Services-computer integrated systems design

THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made and entered into as of December 20, 2022, by and among (i) COVA Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), (ii) ECARX Holdings Inc., a Cayman Islands exempted company (the “Company”), and (iii) Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Warrant Agreement (as defined below) (and if such term is not defined in the Warrant Agreement, then the Merger Agreement (as defined below)).

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (WARRANT AGREEMENT)
Assignment, Assumption and Amendment Agreement • February 9th, 2022 • Anghami Inc • Communications services, nec • New York

This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of February 3, 2022, by and among Vistas Media Acquisition Company Inc., a Delaware corporation (the “Company”), Anghami Inc., a Cayman Islands exempted company (“Pubco”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assignment, Assumption and Amendment Agreement • December 22nd, 2023 • Vast Renewables LTD • Electric services • New York

This Assignment, Assumption and Amendment Agreement (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Agreement”), dated December 18, 2023, is made by and among Nabors Energy Transition Corp., a Delaware corporation (the “Company”), Vast Renewables Limited, an Australian public company limited by shares (f/k/a Vast Solar Pty Ltd) (“Vast”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Public Warrant Agreement (the “Existing Public Warrant Agreement”), dated November 16, 2021, by and between the Company and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Public Warrant Agreement.

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (WARRANT AGREEMENT)
Assignment, Assumption and Amendment Agreement • June 15th, 2021 • Nexters Inc. • Services-computer programming services • New York

This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [·], 2021, by and among Kismet Acquisition One Corp, a company incorporated in the British Virgin Islands (the “Company”), Nexters Inc., a British Virgin Islands business company (“Pubco”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Warrant Agent”).

Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by...
Assignment, Assumption and Amendment Agreement • August 14th, 2023 • Black Spade Acquisition Co • Blank checks • New York

THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated as of August 11, 2023, is entered into by and among VinFast Auto Ltd. (Company Registration No. 201501874G), a Singapore public company limited by shares (the “Company”), Black Spade Acquisition Co, a Cayman Islands exempted company (“BSAQ”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated as of July 15, 2021, by and between BSAQ and the Warrant Agent, a copy of which is attached hereto as Annex A. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (OPTION AGREEMENT)
Assignment, Assumption and Amendment Agreement • June 15th, 2021 • Nexters Inc. • Services-computer programming services • Virgin Islands

This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [·], 2021, by and among Kismet Acquisition One Corp, a company incorporated in the British Virgin Islands (the “Company”), Nexters Inc., a British Virgin Islands business company (“Pubco”), and [·] (the “Optionee”).

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assignment, Assumption and Amendment Agreement • January 19th, 2023 • ECARX Holdings Inc. • Services-computer integrated systems design

THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made and entered into as of December 20, 2022, by and among (i) COVA Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), (ii) ECARX Holdings Inc., a Cayman Islands exempted company (the “Company”), and (iii) Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Warrant Agreement (as defined below) (and if such term is not defined in the Warrant Agreement, then the Merger Agreement (as defined below)).

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT Jones Act Warrants
Assignment, Assumption and Amendment Agreement • November 16th, 2018 • Tidewater Inc • Water transportation • Delaware

This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made and entered into as of November 15, 2018, by and among GulfMark Offshore, Inc., a Delaware Corporation (“GulfMark”), Tidewater, Inc., a Delaware Corporation (“Tidewater”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”) and shall become effective upon the First Merger Effective Time (as defined below) (the “Effective Time”). Capitalized terms used but not defined in this Agreement have the respective meanings ascribed to such terms in the Warrant Agreement (as defined below).

Contract
Assignment, Assumption and Amendment Agreement • September 23rd, 2013 • Avianca Holdings S.A. • Air transportation, scheduled • New York

Note: Certain portions have been omitted from this General Terms Agreement in accordance with a request for confidential treatment submitted to the Securities and Exchange Commission. Omitted information has been replaced with an asterisk. Omitted information has been filed separately with the Securities and Exchange Commission.

WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assignment, Assumption and Amendment Agreement • December 20th, 2022 • NewAmsterdam Pharma Co N.V. • Pharmaceutical preparations • New York

This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of November 22, 2022, by and among Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company (“FLAC”), NewAmsterdam Pharma Company N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands (“Holdco”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT among CHENGHE ACQUSITION CO. SEMILUX INTERNATIONAL LTD. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 15, 2024
Assignment, Assumption and Amendment Agreement • February 15th, 2024 • Chenghe Acquisition Co. • Blank checks • New York

THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated February 15, 2024, is made by and among Chenghe Acquisition Co., a Cayman Islands exempted company (“SPAC”), Semilux International Ltd., a Cayman Islands exempted company (“CayCo”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated April 27, 2022, by and between SPAC and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.

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ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assignment, Assumption and Amendment Agreement • October 28th, 2022 • Provident Acquisition Corp. • Services-prepackaged software • New York

THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated as of October 28, 2022, is entered into by and among Perfect Corp., a Cayman Islands exempted company (“Perfect”), Provident Acquisition Corp., a Cayman Islands exempted company (“PAQC”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated as of January 7, 2021, by and between PAQC and the Warrant Agent, a copy of which is attached hereto as Annex A. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assignment, Assumption and Amendment Agreement • July 11th, 2022 • Lanvin Group Holdings LTD • New York

This Assignment, Assumption and Amendment Agreement (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Agreement”), dated March 23, 2022, is made by and among Primavera Capital Acquisition Corporation, a Cayman Islands exempted company limited by shares (the “Company”), Lanvin Group Holdings Limited 复朗集团, a Cayman Islands exempted company limited by shares (“PubCo”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated January 21, 2021, by and between the Company and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assignment, Assumption and Amendment Agreement • May 1st, 2023 • CIIG Capital Partners II, Inc. • Blank checks • New York

This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of April 28, 2023, by and among CIIG Capital Partners II, Inc., a Delaware corporation (the “Company”), Zapp Electric Vehicles Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Pubco”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assignment, Assumption and Amendment Agreement • October 27th, 2021 • Arbe Robotics Ltd. • Services-computer integrated systems design • New York

This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of October 7, 2021, by and among Arbe Robotics Ltd., a company organized under the laws of the State of Israel (the “Company”), Industrial Tech Acquisitions, Inc., a Delaware corporation (“SPAC” or “ITAC”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT Equity Warrants
Assignment, Assumption and Amendment Agreement • November 16th, 2018 • Gulfmark Offshore Inc • Oil & gas field machinery & equipment • Delaware

This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made and entered into as of November 15, 2018, by and among GulfMark Offshore, Inc., a Delaware Corporation (“GulfMark”), Tidewater, Inc., a Delaware Corporation (“Tidewater”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”) and shall become effective upon the First Merger Effective Time (as defined below) (the “Effective Time”). Capitalized terms used but not defined in this Agreement have the respective meanings ascribed to such terms in the Warrant Agreement (as defined below).

Contract
Assignment, Assumption and Amendment Agreement • September 23rd, 2013 • Avianca Holdings S.A. • Air transportation, scheduled

Note: Certain portions have been omitted from this General Terms Agreement in accordance with a request for confidential treatment submitted to the Securities and Exchange Commission. Omitted information has been replaced with an asterisk. Omitted information has been filed separately with the Securities and Exchange Commission.

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assignment, Assumption and Amendment Agreement • January 24th, 2018 • Estre Ambiental, Inc. • Refuse systems • New York

This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of December 21, 2017, by and among Estre USA Inc. (f/k/a Boulevard Acquisition Corp. II), a Delaware corporation (the “Company”), Estre Ambiental, Inc. (f/k/a Boulevard Acquisition Corp II Cayman Holding Company), an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Newco”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assignment, Assumption and Amendment Agreement • November 10th, 2020 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • New York

This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [__], 2020, by and among Schultze Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), Clever Leaves Holdings Inc., a corporation organized under the laws of British Columbia, Canada (“Holdco”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assignment, Assumption and Amendment Agreement • December 22nd, 2023 • Vast Renewables LTD • Electric services • New York

This Assignment, Assumption and Amendment Agreement (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Agreement”), dated December 18, 2023, is made by and among Nabors Energy Transition Corp., a Delaware corporation (the “Company”), Vast Renewables Limited, an Australian public company limited by shares (f/k/a Vast Solar Pty Ltd.) (“Vast”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Private Warrant Agreement (the “Existing Private Warrant Agreement”), dated November 16, 2021, by and between the Company and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Private Warrant Agreement.

AMENDED AND RESTATED ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT between BRIDGETOWN 2 HOLDINGS LIMITED PROPERTYGURU GROUP LIMITED BRIDGETOWN 2 LLC and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated December 1, 2021
Assignment, Assumption and Amendment Agreement • December 7th, 2021 • PropertyGuru Group LTD • Services-computer processing & data preparation • New York

THIS AMENDED AND RESTATED ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated December 1, 2021, is made by and among Bridgetown 2 Holdings Limited, a Cayman Islands exempted company (the “Company”), PropertyGuru Group Limited, a Cayman Islands exempted company (“PubCo”), Bridgetown 2 LLC, a Cayman Islands limited liability company (the “Sponsor”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Existing Warrant Agreement (as defined below).

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (WARRANT AGREEMENT)
Assignment, Assumption and Amendment Agreement • September 20th, 2021 • Vertical Aerospace Ltd. • Aircraft • New York

This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [_________], 2021, by and among Broadstone Acquisition Corp., a Cayman Islands exempted company (the “Company”), Vertical Aerospace Ltd., a Cayman Islands exempted company (“Pubco”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assignment, Assumption and Amendment Agreement • September 10th, 2021 • Arqit Quantum Inc. • Services-prepackaged software • New York

This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of September 2, 2021, by and among Centricus Acquisition Corp., an exempted limited liability company incorporated under the laws of the Cayman Islands (the “Company”), Arqit Quantum Inc., a Cayman Islands exempted limited liability company (“Pubco”), and Continental Stock Transfer & Trust Company, a New York limited purposes trust company (the “Warrant Agent”).

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assignment, Assumption and Amendment Agreement • November 7th, 2023 • 1427702 B.C. LTD • Pharmaceutical preparations • New York

This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [●], 2023, by and among Jupiter Acquisition Corporation, a Delaware corporation (“Jupiter”), 1427702 B.C. Ltd., a corporation organized under the laws of British Columbia (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).

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