INVESTCORP EUROPE ACQUISITION CORP I
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
THIS WARRANT AGREEMENT (this Agreement), dated as of December 14, 2021, is by and between Investcorp Europe Acquisition Corp I, 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).
WHEREAS, it is proposed that the Company enter into that certain Sponsor Warrants Purchase Agreement with Europe Acquisition Holdings Limited, a Cayman Islands exempted company (the Sponsor), pursuant to which the Sponsor will agree to purchase an aggregate of 14,900,000 warrants (or up to 16,700,000 warrants if the Over-allotment Option (as defined below) in connection with the Offering (as defined below) is exercised in full) simultaneously with the closing of the Offering (and any closing of the Over-allotment Option, if applicable) bearing the legend set forth in Exhibit B hereto (the Private Placement Warrants) at a purchase price of $1.00 per Private Placement Warrant. Each Private Placement Warrant entitles the holder thereof to purchase one Class A ordinary share (as defined below) at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein; and
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a Business Combination), the Sponsor or an affiliate of the Sponsor or certain of the Companys officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $2,000,000 of such loans may be convertible into up to an additional 2,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant; and
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities (the Units), each such Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (Class A ordinary shares), and one-half of one redeemable warrant (the Public Warrants and, together with the Private Placement Warrants, the Warrants), and, in connection therewith, has determined to issue and deliver up to 17,250,000 Public Warrants (including up to 2,250,000 Public Warrants subject to the Over-allotment Option) to public investors in the Offering. Each whole Public Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein; only whole Warrants are exercisable; a holder of a Warrant will not be able to exercise any fraction of a Warrant; and
WHEREAS, the Company has filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-1, File No. 333-261287 and prospectus (the Prospectus), for the registration, under the Securities Act of 1933, as amended (the Securities Act), of the Units, the Public Warrants and the Class A ordinary shares included in the Units; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and
WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent and the holders of the Warrants; and
WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.