SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this Agreement), effective as of March 4, 2021, is made and entered into by and between Black Spade Acquisition Co, a Cayman Islands exempted company (the Company), and Black Spade Sponsor LLC, a Cayman Islands limited liability company (the Buyer).
WHEREAS, the Buyer wishes to subscribe for an aggregate of 5,750,000 Class B ordinary shares (the Shares), par value $0.0001 per share, of the Company, and the Company wishes to issue the Shares to the Buyer, on the terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
The terms defined in this Article I shall have for all purposes of this Agreement the respective meanings set forth below:
Agreement shall have the meaning set forth in the preamble to this Agreement.
Buyer shall have the meaning set forth in the preamble to this Agreement.
Class B ordinary shares shall have the meaning set forth in the recitals to this Agreement. Closing shall have the meaning set forth in Section 2.3 of this Agreement.
Closing Date shall have the meaning set forth in Section 2.3 of this Agreement. Company shall have the meaning set forth in the preamble to this Agreement.
Consent means any consent, approval, notification, waiver, or other similar action that is necessary or convenient.
Governmental Body shall mean any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority.
Law shall mean any law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority enacted, adopted, promulgated or applied by any Governmental Body.
Lien shall mean a mortgage, deed of trust, pledge, hypothecation, assignment, encumbrance, charge, restriction, lien (statutory or otherwise, including, without limitation, any lien for taxes), security interest, preference, participation interest, priority or security agreement or preferential arrangement of any kind or nature whatsoever, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing and the filing of any document under the law of any applicable jurisdiction to evidence any of the foregoing, other than (i) statutory, mechanics or other Liens incurred in the Companys ordinary course of business or (ii) Liens for taxes incurred but not yet due.
Order shall mean an order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Governmental Body or arbitrator.
Permit shall mean a permit, license, certificate, waiver, notice or similar authorization. Purchase Price shall have the meaning set forth in Section 2.2 of this Agreement. SEC shall mean the United States Securities and Exchange
Securities Act shall mean the United States Securities Act of 1933, as amended, or any successor federal statute, and the applicable rules and regulations promulgated and in effect from time to time thereunder.