INDEMNITY AGREEMENTIndemnity Agreement • October 29th, 2021 • DP Cap Acquisition Corp I • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ● ], 2021, by and between DP Cap Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 29th, 2021 • DP Cap Acquisition Corp I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ● ], 2021, is made and entered into by and among DP Cap Acquisition Corp I, a company incorporated as a Cayman Islands exempted company (the “Company”), and DP Investment Management Sponsor I LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page hereto (each such party, 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”).
DP Cap Acquisition Corp I CO Services Cayman Limited P.O. Box 10008 Willow House, Cricket Square Grand Cayman KY1-1001 Cayman IslandsDP Cap Acquisition Corp I • October 29th, 2021 • Blank checks
This agreement (this “Agreement”) is entered into on May 13, 2021 by and between Data Point Capital III, LP, a limited partnership organised in the State of Delaware (the “Subscriber” or “you”), and DP Cap Acquisition Corp I, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 5,750,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
DP Cap Acquisition Corp I One Marina Park Drive, 10th Floor Boston, MA 02210 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 29th, 2021 • DP Cap Acquisition Corp I • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among DP Cap Acquisition Corp I, a Cayman Islands exempted company (the “Company”) and Cowen and Company, LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 23,000,000 of the Company’s units (including 3,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and a fraction of one redeemable warrant (each whole warrant, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a r
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 29th, 2021 • DP Cap Acquisition Corp I • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between DP Cap Acquisition Corp I (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ ● ], 2021 (“Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[ ● ] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
FORM OF PUBLIC WARRANT AGREEMENTPublic Warrant Agreement • October 22nd, 2021 • DP Cap Acquisition Corp I • Blank checks • New York
THIS PUBLIC WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between DP Cap Acquisition Corp I, a company incorporated as a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
DP CAP ACQUISITION CORP I 20,000,000 Units Underwriting AgreementUnderwriting Agreement • October 29th, 2021 • DP Cap Acquisition Corp I • Blank checks • New York
DP Cap Acquisition Corp I, a company incorporated as a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 20,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.” To the extent there are no additional underwriters listed in Schedule 1, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires.
FORM OF PRIVATE WARRANT AGREEMENTForm of Private Warrant Agreement • October 22nd, 2021 • DP Cap Acquisition Corp I • Blank checks • New York
THIS PRIVATE WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between DP Cap Acquisition Corp I, a company incorporated as a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 29th, 2021 • DP Cap Acquisition Corp I • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [ ● ], 2021, is entered into by and between DP Cap Acquisition Corp I, a company incorporated as a Cayman Islands exempted company (the “Company”), and DP Investment Management Sponsor I LLC, a Cayman Islands limited liability company (the “Purchaser”).
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • May 5th, 2023 • DP Cap Acquisition Corp I • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of May [ ● ], 2023 by and between DP Investment Management Sponsor I LLC (the “Sponsor”) and the undersigned investor (“Investor”).
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 29th, 2024 • DP Cap Acquisition Corp I • Blank checks
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of November 7, 2023, by and between DP Cap Acquisition Corp I, a Cayman Islands corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
