Private Placement Shares Purchase Agreement Sample Contracts
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • June 13th, 2024 • Perceptive Capital Solutions Corp • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of June 11, 2024, is entered into by and between Perceptive Capital Solutions Corp, a Cayman Islands exempted company (the “Company”), and Perceptive Capital Solutions Holdings, a Cayman Islands exempted company (the “Purchaser”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • May 6th, 2025 • Gores Holdings X, Inc. / CI • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, effective as of May 1, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Gores Holdings X, Inc., a Cayman Islands exempted company (the “Company”), and Gores Sponsor X LLC, a Cayman Islands exempted limited liability company (the “Purchaser”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • July 2nd, 2021 • Social Capital Suvretta Holdings Corp. III • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of June 29, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Social Capital Suvretta Holdings Corp. III, a Cayman Islands exempted company (the “Company”), and SCS Sponsor III LLC, a Cayman Islands limited liability company (the “Purchaser”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • June 6th, 2025 • Cantor Equity Partners III, Inc. • Blank checks • New York
This PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (this “Agreement”) is made as of [__], 2025, by and between Cantor Equity Partners III, Inc., a Cayman Islands exempted company (the “Company”), and Cantor EP Holdings III, LLC, a Delaware limited liability company (the “Subscriber”), with a principal place of business at 110 East 59th Street, New York, NY 10022.
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • November 8th, 2021 • Sizzle Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of November 3, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Sizzle Acquisition Corp., a Delaware corporation (the “Company”), and VO Sponsor, LLC, a Delaware limited liability company (the “Sponsor” or the “Purchaser”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • October 29th, 2021 • Innovative International Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of October 26, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Innovative International Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., a New York general partnership (the “Purchaser”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • September 13th, 2021 • MELI Kaszek Pioneer Corp • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among MELI Kaszek Pioneer Corp, a Cayman Islands exempted company (the “Company”), and MELI Kaszek Pioneer Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • October 1st, 2021 • MELI Kaszek Pioneer Corp • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of October 1, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among MELI Kaszek Pioneer Corp, a Cayman Islands exempted company (the “Company”), and MELI Kaszek Pioneer Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • March 12th, 2021 • SVF Investment Corp. 2 • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of March 8, 2021, is entered into by and between SVF Investment Corp. 2, a Cayman Islands exempted company (the “Company”), and SVF Sponsor II (DE) LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • November 5th, 2021 • Fortune Rise Sponsor LLC • Blank checks • Delaware
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of November 2, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Fortune Rise Acquisition Corporation, a Delaware corporation (the “Company”), and Fortune Rise Sponsor LLC, a Delaware limited liability company (the “Sponsor”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • May 9th, 2023 • Alchemy Investments Acquisition Corp 1 • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of May 4, 2023 (as it may from time to time be amended, this “Agreement”), is entered into by and between Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), and Alchemy DeepTech Capital LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • July 19th, 2021 • TradeUP Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of July 14, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between TradeUP Acquisition Corp., a Delaware corporation (the “Company”), and TradeUP Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Tradeup INC., a Delaware corporation (together with the Sponsor, the “Purchasers”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • May 18th, 2022 • Prime Number Acquisition I Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of May 12, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Prime Number Acquisition I Corp., a Delaware corporation (the “Company”), and Prime Number Acquisition LLC, a Delaware limited liability company ( “Sponsor A”), Glorious Capital LLC (“Sponsor B,” collectively with Sponsor A, the “Sponsors”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • May 28th, 2021 • Fifth Wall Acquisition Corp. III • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of May 24, 2021 (the “Effective Date”), is entered into by and between among Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Fifth Wall Acquisition Sponsor III LLC, a Cayman Islands limited liability company (the “Purchaser”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • January 19th, 2024 • REZOLVE GROUP LTD • Services-computer programming, data processing, etc. • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of August 12, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Armada Acquisition Corp. I, a Delaware corporation (the “Company”), and Armada Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • July 2nd, 2021 • Armada Acquisition Corp. I • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of [___], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Armada Acquisition Corp. I, a Delaware corporation (the “Company”), and Armada Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • May 9th, 2023 • Alchemy Investments Acquisition Corp 1 • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of May 4, 2023 (as it may from time to time be amended, this “Agreement”), is entered into by and between Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., a New York general partnership (the “Purchaser”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • August 6th, 2026 • TCGX Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of August 4, 2026, (as it may from time to time be amended, this “Agreement”), is entered into by and between TCGX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and TCGX Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • November 5th, 2021 • Fortune Rise Acquisition Corp • Blank checks • Delaware
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of November 2, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Fortune Rise Acquisition Corporation, a Delaware corporation (the “Company”), US Tiger Securities, Inc. (“US Tiger”) and EF Hutton Group, division of Benchmark Investments, LLC (the “EF Hutton”, collectively with US Tiger, the “Investors”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • August 10th, 2026 • Gores Holdings XII, Inc. • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, effective as of [•], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Gores Holdings XII, Inc., a Cayman Islands exempted company (the “Company”), and Gores Sponsor XII LLC, a Cayman Islands exempted limited liability company (the “Purchaser”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • July 12th, 2021 • AltC Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES AGREEMENT, dated as of July 7, 2021 (this “Agreement”), is entered into by and between AltC Acquisition Corp., a Delaware corporation (the “Company”), and AltC Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • July 20th, 2026 • TCGX Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of , 2026, (as it may from time to time be amended, this “Agreement”), is entered into by and between TCGX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Jefferies LLC, the representative of the underwriters of this offering (“Jefferies”), a Delaware LLC, (the “Purchaser”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • June 27th, 2025 • Cantor Equity Partners III, Inc. • Blank checks • New York
This PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (this “Agreement”) is made as of June 25, 2025, by and between Cantor Equity Partners III, Inc., a Cayman Islands exempted company (the “Company”), and Cantor EP Holdings III, LLC, a Delaware limited liability company (the “Subscriber”), with a principal place of business at 110 East 59th Street, New York, NY 10022.
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • September 18th, 2025 • Gores Holdings XI, Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, effective as of [•], 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Gores Holdings XI, Inc., a Cayman Islands exempted company (the “Company”), and Gores Sponsor XI LLC, a Cayman Islands exempted limited liability company (the “Purchaser”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • May 5th, 2021 • ION Acquisition Corp 3 Ltd. • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of April 29, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between ION Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the “Company”), and ION Holdings 3, LP, a Cayman Islands exempted limited partnership, acting by its sole general partner, ION Acquisition Corp GP Ltd., a company incorporated in the State of Israel (the “Purchaser”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • October 29th, 2021 • Innovative International Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of October 26, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Innovative International Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Innovative International Sponsor I LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • February 10th, 2021 • Fifth Wall Acquisition Corp. I • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of February 4, 2021, is entered into by and between among Fifth Wall Acquisition Corp. I, a Delaware corporation (the “Company”), and Fifth Wall Acquisition Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
Private Placement Shares Purchase AgreementPrivate Placement Shares Purchase Agreement • July 14th, 2026 • Crestone Strategic Capital Acquisition Corp • Blank checks
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • July 18th, 2025 • Cantor Equity Partners IV, Inc. • Blank checks • New York
This PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (this “Agreement”) is made as of [__], 2025, by and between Cantor Equity Partners IV, Inc., a Cayman Islands exempted company (the “Company”), and Cantor EP Holdings IV, LLC, a Delaware limited liability company (the “Subscriber”), with a principal place of business at 110 East 59th Street, New York, NY 10022.
AMENDED AND RESTATED PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • April 9th, 2015 • Atlantic Alliance Partnership Corp. • Blank checks • Virgin Islands
This Amended and Restated Private Placement Shares Purchase Agreement (this “Agreement”), effective as of April 8, 2015, is made and entered into by and between Atlantic Alliance Partnership Corp., a business company incorporated in the British Virgin Islands with limited liability (the “Company”), and AAP Sponsor (PTC) Corp, a business company incorporated in the British Virgin Islands with limited liability (the “Buyer”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • August 5th, 2026 • Leader's Advantage Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [ ], 2026, is entered into by and between Leader’s Advantage Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Clear Street LLC, a company with its principal place of business in New York (the “Purchaser”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • January 8th, 2026 • Cantor Equity Partners VI, Inc. • Blank checks • New York
This PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (this “Agreement”) is made as of [ ], 2026, by and between Cantor Equity Partners VI, Inc., a Cayman Islands exempted company (the “Company”), and Cantor EP Holdings VI, LLC, a Delaware limited liability company (the “Subscriber”), with a principal place of business at 110 East 59th Street, New York, NY 10022.
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • May 21st, 2026 • Amanat Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of May 18, 2026, (as it may from time to time be amended, this “Agreement”), is entered into by and between Amanat Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Amanat Sponsor Holdings LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • September 29th, 2025 • American Exceptionalism Acquisition Corp. A • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of September 25, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between American Exceptionalism Acquisition Corp. A, a Cayman Islands exempted company (the “Company”), and AEXA Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • April 23rd, 2026 • Research Alliance Corp III • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [•], 2026, is entered into by and between Research Alliance Corporation III, a Cayman Islands exempted company (the “Company”), and Research Alliance Holdings III LLC, a Cayman Islands limited liability company (the “Purchaser”).